ex10-1.htm


    Exhibit 10.1

    
      
        

      



    SECOND
AMENDMENT

     

    TO

     

    MASTER
CRUDE OIL PURCHASE AND SALE CONTRACT

     

    Dated
Effective as of March 12, 2008

     

    among

     

    


    UTEXAM
LIMITED,

    AS
SELLER,

     

    


     

    AND

     

    


     

    FRONTIER
OIL AND REFINING COMPANY,

    AS
PURCHASER,

     

    


     

    FRONTIER
OIL CORPORATION,

    AS
GUARANTOR

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECOND
AMENDMENT TO MASTER CRUDE OIL PURCHASE AND SALE CONTRACT

     

    THIS SECOND
AMENDMENT TO MASTER CRUDE OIL PURCHASE AND SALE CONTRACT (this “Second Amendment”)
dated effective as of March 12, 2008, is among Utexam Limited, a company
incorporated under the laws of the Republic of Ireland (the “Seller”), Frontier
Oil and Refining Company, a Delaware corporation (the “Purchaser”), and
Frontier Oil Corporation, a Wyoming corporation (the “Guarantor”).

     

    R E C I T A L
S

     

    A.           The
Seller, the Purchaser and the Guarantor are parties to that certain Master Crude
Oil Purchase and Sale Contract dated as of March 10, 2006, as amended by the
First Amendment to Master Crude Oil Purchase and Sale Contract, dated April 1,
2006 (as amended, the “Agreement”) pursuant
to which the Seller has agreed to sell and the Purchaser has agreed to buy, in
each case, subject to the terms and conditions set forth therein, certain
quantities of Crude Oil.

     

    B.           The
Seller, the Purchaser and the Guarantor have agreed to amend certain provisions
of the Agreement.

     

    C.           NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     

    Section
1.    Defined
Terms.  Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the
Agreement.  Unless otherwise indicated, all section references in this
Second Amendment refer to sections of the Agreement.

     

    Section
2.    Amendments to
Agreement.

     

    2.1  
 Section
1.01.  The following definitions are hereby amended in their
entirety or added in the appropriate alphabetical order in Section
1.01:

     

    “Factor” shall mean
with respect to the calculation of the amount of each Acquisition Cost and each
Swap Settlement, as the case may be, the product of (a) the sum of 1.50% plus
LIBOR for the period corresponding to any Days Outstanding calculation, times
(b) the number of Days Outstanding divided by 360.

     

    “Payment Date” shall
mean the 20th day of each month following a Delivery Month, or if such day is
not a Business Day, the next succeeding Business Day, provided that payments
with respect to Short Haul Barrels will be paid on the 20th day of
the second month following a Delivery Month if the Injection Month and the
Delivery Month are the same calendar months, otherwise shall mean the 20th day of
each month following a Delivery Month, or if such day is not a Business Day, the
next succeeding Business Day.

     

    “Short Haul Barrels”
means those Barrels of Crude Oil delivered via the Short Haul
Pipeline.

    


    “Short Haul Pipeline”
means the Express System, including the Express pipeline and Platte pipeline,
operated by Express Pipeline Ltd, Express Pipeline LLC, and Platte
Pipeline.  The system originates in the in the vicinity of Hardisty,
Alberta which Express Pipeline collectively calls its pipeline interconnections
and operational tankage the Express Hardisty Terminal.

    


    2.2  
 Recitals.  The
first “WHEREAS” clause on page 1 of the Agreement is hereby amended and restated
as follows:

     

    “WHEREAS,
Seller desires to sell, and Purchaser desires to purchase, upon the terms and
conditions set forth in this Agreement, certain quantities of crude
oil;

     

    2.3  
 Section
2.01(b)(i).  Section 2.01(b)(i)(D) is hereby amended by
deleting the following parenthetical:

     

    “(which
shall not exceed 35,000 Barrels per day)”

    


    2.4  
 Section
2.01(b).  Section 2.01(b) is hereby amended by adding the
following sentence at the end of such section:

     

    “The
requirements above in subsections (iv) and (v) relating to Swaps shall not apply
to the Short Haul Barrels; provided that if (A) any Batch of Short Haul Barrels
are delayed such that delivery of any such Batch occurs later than the
originally scheduled Off-take Month and (B) no Swap has been entered into for
the originally scheduled Off-take Month, then Seller may, after notification to
Purchaser, on the 5th
Business Day after the end of the originally scheduled Off-take Month, proceed
to execute one or more Swaps in respect of such Batch in an amount equal to 100%
of the quantity set forth in the applicable Deal Sheet.  The resulting
gain or loss from these Swaps will be invoiced to the Purchaser consistent with
other Swap activity in this agreement.”

    


    2.5  
 Section
2.03.  Section 2.03(a) is hereby amended by adding the
following sentence at the end of such subsection:

     

    “Without
limiting the foregoing, and to the extent the Delivery Location for a
Transaction is on the Short Haul Pipeline, Purchaser shall assign to Seller, and
Seller shall assume and accept, Purchaser’s rights in the Crude Oil
transportation tariff applicable to the Short Haul Pipeline, such rights
currently derived from Tariff No. 80 and FERC 118 on file with the National
Energy Board and Federal Energy Regulatory Commission respectively and FERC 134
on file with the Federal Energy Regulatory Commission, each supplemented and/or
amended from time to time.  Purchaser’s assignment and Seller’s
assumption of the foregoing rights shall be limited to the Batches involved in a
Transaction and shall be evidenced by certificates acceptable as to form and
substance by each of Express Pipeline Ltd, Express Pipeline LLC, Platte
Pipeline, Seller and Purchaser.”

    


    2.6  
 Amendment to Exhibit
C.  Exhibit C is hereby amended and restated as set forth on
the Exhibit C attached to this Second Amendment.

     

    2.7    Amendment to Exhibit
D.  Exhibit D is hereby amended and restated as set forth on
the Exhibit D attached to this Second Amendment.

    


    Section
3.  Miscellaneous.

     

    3.1  
 Confirmation.  The
provisions of the Agreement, as amended by this Second Amendment, shall remain
in full force and effect following the effectiveness of this Second
Amendment.

     

    3.2  
 Ratification and
Affirmation; Representations and Warranties.  Each party hereby
(a) acknowledges the terms of this Second Amendment; and (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Transaction Document to which it is a party and
agrees that each Transaction Document to which it is a party remains in full
force and effect, except as expressly amended hereby, notwithstanding the
amendments contained herein.

     

    3.3  
 Transaction
Document.  This Second Amendment is a “Transaction Document” as
defined and described in the Agreement and all of the terms and provisions of
the Agreement relating to Transaction Documents shall apply hereto.

     

    3.4  
 Counterparts.  This
Second Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of this Second Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

     

    3.5  
 No Oral
Agreement.  This Second Amendment, the Agreement and the other
Transaction Documents executed in connection herewith and therewith represent
the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous, or unwritten oral agreements of the
parties.  There are no subsequent oral agreements between the
parties.

     

    3.6  
 GOVERNING
LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAWS
OF THE UNITED STATES OF AMERICA.

     

    3.7  
 CREDIT
FACILITY.  Pursuant to Section 4.02 of the Agreement, Purchaser
hereby consents to the amendment of the Credit Facility in the form of amendment
attached hereto as Exhibit F.

     

    [Signature Pages
Follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed as of the date first written above.

     

    UTEXAM
LIMITED

     

    By:      /s/ Thomas
Woulfe                                                          

    Name:
Thomas Woulfe

    Title:   
Director

     

    By:      /s/ Clive W.
Christie                                                          

    Name: Clive
W. Christie 

    Title:   Director

    


    


    FRONTIER
OIL AND REFINING COMPANY,

    as
Purchaser

     

    By:  /s/ Michael
C.
Jennings                                                            

    Michael
C. Jennings

    Executive
Vice President – Chief Financial

    Officer

     

    


    FRONTIER
OIL CORPORATION, as Guarantor

     

    By:   /s/ Doug S. Aron

            
Doug S.
Aron

    
              
Vice President – Corporate Finance

    

     


    BNP PARIBAS

     

    By:      /s/ Deirdre
Geoghegan                                                                     

    Name:
Deirdre Geoghegan

    Title:  
Authorised Signatory

     

    By:      /s/ Davina
Saint                                                                     

    Name:
Davina Saint  

    Title:  
Authorised Signatory

    


     

    
      	
               
      

            	
              UNION
      BANK OF CALIFORNIA, N.A., as Syndication Agent and a
  Lender

            


    

     

     

    By:      /s/ Randall L.
Osterberg     

    Name:
Randall L. Osterberg

    Title:  
Senior Vice President

     

    
      	
               
      

            	
              BAYERISCHE
      HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, as a
  Lender

            


    

     

    By:      /s/ Yoram
Dankner                                                                     

    Name:
Yoram Dankner

    Title:  
Managing Director

     

    By:      /s/ Miriam
Trautmann                                                                     

    Name:
Miriam Trautmann

    Title:  
Director

    


    
      	
               
      

            	
              ALLIED
      IRISH BANKS, p.l.c.

            


    

     

    By:      /s/ Robert F.
Moyle                                                                     

    Name:
Robert F. Moyle

    Title:  
Senior Vice President

     

    By:      /s/ Aidan
Lanigan                                                                     

    Name:
Aidan Lanigan

    Title:  
Vice President


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    List of
Approved Pipelines, Injection Points and Delivery Locations

     

    
      	
              1.  

            	
              Approved
      Pipelines:

            


    

     

    The
Enbridge Pipelines

     

    The Short
Haul Pipeline

     

    
      	
              2.  

            	
              Approved Injection
      Points:

            


    

     

    
      	
              a.  

            	
              Any
      tank farm connected to any Enbridge Pipeline or Short Haul
      Pipeline

            


    

     

    
      	
              b.  

            	
              Any
      feeder or gathering line connected to any Enbridge Pipeline or Short Haul
      Pipeline

            


    

     

    
      	
              3.  

            	
              Approved Delivery
      Locations:

            


    

     

    
      	
              a.  

            	
              Any
      point on any Enbridge Pipeline or Short Haul Pipeline (within the United
      States)

            


    

     

    
      	
              b.  

            	
              Any
      tank farm connected to any Enbridge Pipeline or Short Haul Pipeline
      (within the United States)

            


    

     

    
    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    List of
Approved Suppliers

     

    BP
Canada

    Canadian
Natural Resources

    Canadian
Oil Sands Limited

    Conoco
Phillips

    Encana

    Exxon
Mobil

    Flint
Hill Resources Canada, LP

    Frontier
Oil and Refining Company

    Mercuria
Energy Canada Inc.

    Morgan
Stanley Capital Group, Inc.

    Nexen
Marketing

    Petro-Canada

    Plains
Marketing Canada, L.P.

    Seminole
Canada Energy Company

    Shell
Canada

    Suncor
Energy

    Trafigura
Canada General Partnership

    Tidal
Energy Marketing

    Marathon
Oil Sands