ex10_1.htm


    Exhibit
10.1

     

    
      FRONTIER
PRODUCTS OFFTAKE AGREEMENT AND AMENDMENTS

      EL
DORADO REFINERY

       

      INDEX

       

      Frontier Products Offtake Agreement dated October 19,
1999.

      First Amendment dated September 18,
2000.

      Second Amendment dated September 21,
2000.

      Third Amendment dated December 19,
2000.

      Fourth
Amendment dated February 22, 2001.

      Fifth Amendment dated August 14,
2001.

      Sixth Amendment dated November
5, 2001.

      
        Seventh Amendment dated April
22, 2002.

        Eighth Amendment dated May 30, 2003.

        Ninth Amendment dated May 25,
2004.

        Tenth Amendment dated May 3,
2005.

        
          Eleventh Amendment dated
March 31, 2006.

        

        
          Twelfth Amendment dated
May 11 2006.

          
            Thirteenth Amendment
dated September 30, 2007.

            
              Fourteenth Amendment dated
May 1, 2008.

            

          

        

      

    

    
      Fifteenth Amendment
dated May 28, 2008.

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FRONTIER PRODUCTS OFFTAKE AGREEMENT

    EL
DORADO REFINERY

     

    AGREEMENT
dated as of October 19, 1999 by and
between Frontier Oil and Refining
Company, a Delaware corporation ("Frontier") and Equiva Trading Company, a
Delaware general partnership ("ETCo"), but effective as of the Effective Time
defined in the Asset Purchase and Sale Agreement dated even date herewith among
Equilon Enterprises LLC, Frontier El Dorado Refining Company and Frontier Oil
Corporation. Frontier and ETCo are sometimes referred to herein individually as
a Party and collectively as the Parties.

     

    WITNESSETH:

     

    WHEREAS,
Frontier desires to sell certain products in connection with Frontier El Dorado
Refining Company's operations at the El Dorado Kansas Refinery, in Butler County
Kansas (the "Refinery") all upon the terms and conditions set forth herein;
and

     

    WHEREAS,
ETCo is willing to buy those products in the quantities, at the price, and on
the terms and conditions set forth herein;

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the Parties agree as follows:

     

    1.    DEFINITIONS.
Capitalized terms shall have the meaning defined herein. As used in this
Agreement, the following terms shall have the meanings set forth
below:

     

    Affiliate
shall, with respect to ETCo, mean any of its members or
owners, and their respective parents,
subsidiaries, affiliates, or joint venturers, or any other Person directly or
indirectly controlling, controlled by, or under common control with, ETCo; with
respect to Frontier, the term shall mean any Person directly or indirectly
controlling, controlled by, or under common control with, Frontier. For purposes
of this definition, "control" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
an entity, whether through the ownership of voting securities or interests or
otherwise.

     

    Person
means an
individual, corporation,
partnership, association, trust, limited liability company or any other entity
or organization, including a government or political subdivision or agency, unit
or instrumentality thereof.

     

    2.    PURCHASE OF
PRODUCTS.

     

    To the extent provided in and subject to
the terms and conditions of this Agreement, ETCo shall buy from Frontier
and Frontier shall sell to
ETCo the
products as listed below ("Products") which are produced
at the Refinery during the term
hereof on the
terms and conditions in the attached Schedules, including volumes, price
formulae, and other terms:

     

    (a) Off-Take Volumes in accordance
with
Schedule A;

     

    (b) Mogas in
accordance with Schedule B;

     

    (c) Diesel in
accordance with Schedule C;

     

    (d) Avjet
in accordance
with
Schedule D;

     

    (e) #1 Fuel Oil in
accordance with
Schedule E; and

     

    (f)
Products listed in
subsections (b), (c), and (e)
in excess of the MPF
and other
products not listed may, but are not required to be, marketed in accordance with
Schedule F.

     

    Products shall be
delivered in compliance with all federal, state, and local
regulations applicable at the designated custody transfer point. Product
specification changes due to any federal, state, or local
regulations shall override the specification requirements in all schedules and
exhibits.

     

    3.    PRICING.

     

    (a) Pricing for each Product
purchased and
sold is provided in the appropriate Schedule attached hereto. If the
Parties agree that a certain price shall be determined using (in whole or part)
a particular published price and that publication ceases during the term of
that
Schedule, the
Parties shall
negotiate a substitute method for determining the price based upon an
arms-length, third-party price for a like product and volume which should not
exceed the third-party price duly taking into account quality and transportation
differentials.

     

    (b) The
initial publication used for pricing Products will be Platt's Oil
Service.  Each Party hereto
agrees that neither it nor any of its Affiliates will attempt to affect
the
Platt's quoted prices
in such a
manner as to unfairly gain an advantage in the
pricing formulas used in this Agreement.  Each Party has the right,
upon request to the other Party, to audit all data supplied by the other Party or any of its
Affiliates to Platt's Oil Service (or future substituted
publications).

     

    4.    DELIVERY AND
NOMINATION.

     

            (a) On or before the
15th
of
each calendar month, Frontier will submit to ETCo a Monthly Product Forecast
("MPF”). The
MPF is the volume of Products estimated to be
produced at the
Refinery during the following month less Frontier retained volumes for that
month as provided for in Schedule A. ETCo
must purchase all volumes of Products included in the MPF. Frontier
will also
provide an estimate for informational purposes only of the Products to be
produced for the two months following the MPF month.

     

    (b) If
Frontier exceeds the MPF by more than three percent in three consecutive months,
the
parties shall need to discuss the inaccuracy of the forecasts. Where the actual
production exceeds the MPF for three consecutive months by three percent, for
each consecutive month following such three month period, Frontier shall pay
ETCo five cents per barrel for every barrel produced in excess of the
MPF.

     

    (c) Any known
planned outage at the Refinery shall be reported by Frontier within
ninety
(90) days prior to the month of activity. Product deliveries to ETCo and
Frontier retained volumes shall be pro-rated to the average of the previous
ninety days activity during the outage period.

     

    (d) Subject
to the provisions of Sections 4(c) and 13 hereof, if Frontier is unable to
deliver
the volumes for each Product in the MPF from its production volume at the
Refinery, Frontier may elect to purchase additional product and deliver same to
ETCo to cover any shortfall of production. If Frontier fails to deliver the MPF
volumes (through its production or third party purchases), ETCo will be entitled
to purchase the deficient volumes at market-based prices and to deduct the
actual value from the formula value specified on that Product Schedule, and
debit or credit the difference to Frontier.

     

    (e) Products
shall be delivered to the pipeline, rack, and terminal locations as specified
in each
Schedule. Product deliveries and liftings shall be the MPF, equally divided by
week unless otherwise agreed in writing by the Parties. Volumes tendered but not
lifted will be sold in storage at the price posting of the commitment period
provided that all volumes tendered by Frontier will be lifted by ETCo within
three days after tender, except to the extent all the pipelines will not accept
delivery. Other Products delivered or lifted will be sold on a mutually agreed
basis as per Schedule F.

     

    (f) Deliveries
of Frontier retained volumes into the Denver or Colorado Springs markets
shall
not, in any month of activity, exceed by more than five percent the contractual
volume for those markets specified in Schedule A. Retained volumes supplied in
excess of the contractual volume shall be delivered by Frontier into Williams,
Kansas City or Kaneb pipelines, or the El Dorado truck rack.

     

    (g) On or
about sixty (60) days prior to each calendar year-end, ETCo and Frontier shall
revalidate
or adjust the product off-take volumes for the following year as per the
procedures set forth in Schedule A.

     

    (h) Frontier
shall use the Equilon Pipeline system for any distribution, exchange, or
third-party
sale of all Products not sold to ETCo where (i) use of such pipeline is
practical, (ii) that pipeline
cost is equal to or less than the alternative method,
and (iii) Frontier's customers are not adversely affected by the use of
Equilon’s systems.

     

    5.    PRINCIPLES OF
COOPERATION.

     

    (a) Each
Party shall communicate, in a timely manner, to the other any anticipated
significant increase or decrease in the availability of or purchase-
requirements for a Product. The stated or subsequently communicated quantities
shall be for information purposes only and shall not constitute minimum or
maximum quantities to be bought or sold hereunder.

     

    (b) Each
Product shall meet the specifications set forth in the Schedules for that
Product. If Frontier is unable to meet those specifications at any time,
Frontier shall notify ETCo as soon as possible. ETCo, after reviewing the
properties of Product stream, may, in its discretion, either reject the Product
stream or agree to accept the Product stream by temporarily agreeing to a waiver
of the specification at a mutually agreed price. Unless otherwise agreed in
writing, if ETCo accepts any nonspecification Products, ETCo shall have no
further recourse to Frontier for the nonspecification Products. ETCo's rejection
of off specification Products streams shall not relieve Frontier of its
obligation under subsection 4(d).

     

    (c) All
claims of ETCo with respect to quality of each Product sold and delivered
pursuant to this Agreement shall be deemed waived and forever barred unless ETCo
gives written notice to Frontier of the nature and details of the claim within
sixty (60) days after receipt by ETCo.

     

    6.    TAXES.

     

    (a) In
addition to all other amounts payable by either Party to the other under this
Agreement, ETCo shall report and pay all applicable taxes, assessments, or other
charges which may be imposed on or with respect to or measured by delivery or
sale of a Product from Frontier. In those cases where the law or ordinance
imposes upon Frontier the obligation to report or pay those taxes, assessments,
or other charges, ETCo shall reimburse Frontier upon receipt of its invoice for
the amount of the taxes, assessments, or other charges. Frontier shall assign,
transfer, or credit to ETCo all of the available Foreign Trade Zone (FTZ) duty
drawback associated with the Avjet received under this Agreement by
ETCo.

     

    (b) ETCo shall furnish
Frontier with proper evidence of tax exemption, as required or permitted by
law, to
establish exemption from taxes, assessments, or other charges now in effect or
hereafter imposed on or with respect to the delivery or
sale of Products.

     

    (c) Notwithstanding
the provisions of 6(a) and 6(b), each Party shall pay all federal,
state, and local income
taxes and state franchise, license, and similar taxes required for the
maintenance of corporate existence or
any similar taxes, assessments, and charges imposed on the Party, without right
of reimbursement or contribution from the other Party.


    7.    PAYMENT.

     

    (a) ETCo
shall pay Frontier on a weekly basis for each Product provided by Frontier.
Frontier shall transmit its invoices to ETCo weekly based on estimated prices
for the Product. Any pricing discrepancy shall be corrected by invoice by the
5th
business day of the calendar month following the month of delivery. Each invoice
shall list separately the quantities of the Products. A reference to each bill
of lading and the price for each Product shall be included. Payment by ETCo
shall be made by electronic funds transfer, within two Business Days of receipt
of the invoice, to Frontier's account at a bank nominated by Frontier. Any late
payments will bear interest at LIBOR + 1%.

     

    (b) If ETCo
objects to any portion of any invoice, ETCo shall pay the amount mutually agreed
by Frontier and ETCo or in the absence of such agreement the undisputed amount
and one half of the disputed amount when due and shall give written notice to
Frontier, no later than sixty (60) days after the date of the invoice, of the
reason for objection to the contested amount. The notice shall identify the
disputed invoice, state the amount in dispute, and state the grounds on which
the objection is based. No adjustment shall be considered or made for disputed
charges unless notice is given as provided above. After notice by ETCo, Frontier
shall use their best efforts to resolve the objection within sixty (60) days as
per Section 16. The existence of any dispute as to an invoice shall in no way
affect the obligations of ETCo and Frontier to continue to provide products or
to receive products pursuant to this Agreement.

     

    (c) ETCo
shall have the right, at its own cost, to inspect and audit Frontier's books and
accounts (wherever located or owned) as to the volume or price calculation used
to invoice a product for any calendar year, provided that the audit commences no
later than two years following the end of the calendar year. The right to audit
shall not permit ETCo to otherwise audit the financial records or the assets of
Frontier other than meters used to determine the volume of a product. Any audit
shall be pursued diligently and completed no later than two months after its
commencement, and any claim must be made in writing within sixty (60) days
following completion of the audit. ETCo shall give Frontier thirty (30) days
notice of its intent to initiate a particular audit, as well as a written list
describing the contents of any files or computer retrievals necessary for the
audit.

     

    (d) Frontier
shall have the right, at its own cost, to inspect and audit ETCo's books and
accounts (wherever located or owned) as to the volume or price calculation for
Products for any calendar year, including volumes purchased by ETCo from third
parties pursuant to Section 4 above to cover shortfall in MPF deliveries,
provided that the audit commences no later than two years following the end of
the calendar year. Any audit shall be pursued diligently and completed no later
than two months after its commencement, and any claim must be made in writing
within sixty (60) days following completion of the audit. Frontier shall give
ETCo thirty (30) days notice of its intent to initiate a particular audit, as
well as a written list describing the contents of any files or computer
retrievals necessary for the audit.

     

          (e) Frontier and ETCo
acknowledge and agree that each of them and their respective Affiliates
are entitled to certain offset rights with respect to payments due and owing
under this Agreement, which may permit them to offset against payments due and
owing under that certain Foreign Crude Supply Agreement between Frontier Oil and
Refining Company and Equiva Trading Company dated even date herewith and the
Cogeneration Sublease between Equilon Enterprises LLC and Frontier El Dorado
Refining Company dated even date herewith in accordance with the procedures set
forth in Schedule H, which is incorporated by reference herein.

     

        8.     TERM.

     

    This
Agreement shall have a primary term of fifteen (15) years, effective as of the
Effective Time. Upon expiration of the primary term, the Agreement will
automatically rollover on a year-to-year evergreen basis unless either Party
advises the other Party of their intent to terminate this Agreement in writing
no less than one year prior to the end of the primary term. After the primary
term, this Agreement may be terminated by either Party at any time by giving the
other Party one year advance notice of termination.

     

    The initial pricing
premises shall have a term of one year, and then be negotiated annually, if
required, by mutual agreement. Either Party will have the right to call for a
renegotiation of prices upon structural change to the refinery, regulatory
requirements, Product specifications, or a material shift in market conditions
(other than a short-term or temporary aberration in the market). If the Parties
fail to reach agreement with respect to a new price structure or price reference
within sixty (60) days from the commencement of negotiations with respect
thereto, either Party may submit the question for resolution pursuant to the
Dispute Resolution provisions attached hereto as Schedule G. The Arbitrator(s)
shall make the decision retroactive to the date upon which the questions was
submitted and within twenty (20) days of the receipt of any decision, an
adjusting payment shall be made by Frontier or ETCo, as the case may
be.

     

        9.     METERING
AND QUALITY I ESTING.

     

    (a)
Metering.

     

    (i) The quantities of each
Product sold shall be measured by a meter(s) or other appropriate device (the
Meter) located at or near the delivery point(s) for such Product. Frontier shall
read the Meter on a regular basis pursuant to Exhibit 1, and the readings shall
be the basis for preparing Frontier's invoices pursuant to Section 7.

     

    (ii) If the level of inaccuracy
exceeds 0.5 percent, the readings affected by that component
shall be corrected by the amount of the inaccuracy for the period which is
definitely
known to have been affected by the inaccuracy. If the period is not definitely
known and is not mutually
agreed upon, the correction shall be made for
a period one-half of
the time
elapsed between the previous calibration test and the date the inaccuracy is
corrected. Adjustments to previously issued incorrect invoices shall be made
promptly by Frontier.

     

    (iii) The
Parties may, by mutual consent, establish special procedures for a specific
problem or accept delivery quantities determined in a manner not described
herein. Mutual consent for acceptance of one special procedure- or delivery
quantity shall not set aside the provisions of this section, nor imply
acceptance by either Party of that or any special procedure at a future time. If
the Parties are unable to agree as to the determination of measurement results,
either through metering or other manner, the disputed measurements shall be
determined by any mutually agreed surveyor.

     

    (iv) Should
Frontier fail to obtain suitable measurement results from the Meter, the
quantities of the Product provided during the period in question shall be
calculated by ETCo if ETCo has installed its own check meter and it has been
calibrated according to this section within ninety (90) days of the period in
question.  If neither Party has obtained suitable measurement results,
the quantities of Product for the period in question shall be estimated, using
the average of delivered quantities for a period of time agreed upon by the
Parties, or by any other mutually agreed means. Where circumstances develop that
a check meter is required on Frontier's assets, and after a reasonable interval
of ninety (90) days Frontier has not installed a check meter, ETCo has the right
to install a check meter at ETCo expense on Frontier's assets. If ETCo installs
a check meter, Frontier shall have the right to have its representative at any
calibration test of the check meter. If ETCo installs a check meter, ETCo shall
perform all maintenance and calibration tests of the check meter at its own
expense and shall furnish Frontier with all readings obtained from the check
meter. All testing and calibration requirements for Meters shall apply to check
meters.

     

    (v) The
Parties acknowledge that Meters shall initially not be in place with respect to
certain Products. Interim Product measurement arrangements developed by
administrative procedures established by the Parties shall be
utilized.

     

    (vi) At the
request of either Party, the Parties shall appoint a loss control committee for
the purpose of monthly review and reconciliation of metering issues and accurate
determination of volumes exchanged.

     

    (b) Quality
Testing.

     

    Products
purchased shall meet the specifications set forth in the applicable Schedule,
and the quality determination shall be made by the test methods mutually agreed
by the Parties to be industry standards for each Product. Composite samples,
continuous samples, or both will be reported by Frontier with respect to each
Product at mutually agreed locations.



    10.     TRANSFER
OF TITLE AND RISK OF LOSS.

     

    Title to
and risk of loss of all Products delivered by Frontier to ETCo shall pass upon
receipt of the Product at the custody transfer point for such
Product.

     

    11.     CUSTODY
TRANSFER

     

    Custody
transfer points for Frontier delivery and ETCo purchase shall be as designated
in Exhibit 2.

     

    12.     GASOLINE
ADDITIVE SYSTEM

     

    (a) Frontier
shall provide to ETCo base gasoline without deposit control additives. Frontier
shall terminal and throughput the base gasoline as directed by ETCo. Frontier
warrants that the base gasoline provided to ETCo for throughputting shall be
certified pursuant to 40 CFR Part 80 and all state and local statutes,
regulations, and rules pertaining to additive injection (Additive Regulations)
for use with both ETCo's proprietary additive and Frontier's generic additive.
Frontier and ETCo shall comply with all the obligations imposed on them by
Additive Regulations, including the provision of complete Product transfer
documentation.

     

    (b) ETCo will
procure and supply an EPA certified deposit control additive to be injected, at
the El Dorado loading rack, into all branded gasoline to be received by ETCo or
its designees. ETCo will give Frontier the minimum injection rates for
proprietary additive. Frontier is solely responsible for ensuring the
proprietary certified deposit control additive is injected at a minimum of the
certified injection rate for each Volumetric Additive Reconciliation period as
per 40 CFR Part 80.

     

    (c) Frontier
will procure and supply an EPA certified deposit control additive to be injected
by Frontier at the El Dorado loading rack into all unbranded gasoline to be
received by ETCo or its designee. Frontier is solely responsible for ensuring
the generic certified deposit control additive is injected at a minimum of the
certified injection rate for each Volumetric Additive Reconciliation period.
Frontier will invoice ETCo or its designee for additive injected into the
gasoline.

     

    (d) Frontier
shall, on a daily basis (excluding weekends and holidays) reconcile gasoline
throughput, additive injection levels, and monitor the operation of ETCo's
proprietary additive system. Frontier shall immediately notify ETCo if any
reconciliation indicates an out of tolerance addition rate and, in that event,
shall prevent any further product loading for ETCo until the problem has been
resolved. Frontier shall submit a written weekly report to ETCo that contains
the daily reconciliation reports for each additive injection meter. This
inventory shall be based on a weekly physical inspection in addition to a
calculated reconciliation.


    (e)Additive
Terms & Conditions: ETCo shall install and retain ownership of the ETCo
proprietary
additive injection system on land provided by Frontier. ETCo shall provide
maintenance and calibration of the ETCo proprietary additive system. Frontier
shall provide maintenance and calibration of the generic additive injection
system. The systems shall include, at a minimum, the following quality assurance
measures:

     

    (i) An
automatic shut-off system that prevents loading in case of
under-addition.

     

    (ii) Additive
meters with each injector for use in daily reconciliation.

     

          (f) ETCo agrees that, upon termination
of the Agreement, and written request from Frontier,
ETCo shall, within sixty (60) days, remove the ETCo proprietary additive system
in accordance with Frontier instructions, unless a transfer of ownership is
negotiated.

     

    (g)
Frontier shall inspect the proprietary and generic systems and shall immediately
report
any malfunctions to ETCo. Frontier will provide initial notice by telephone and
follow with notice in writing within forty-eight (48) hours. Frontier will
immediately shut down the malfunctioning system and prevent loading of ETCo
gasoline until the malfunctioning system has been repaired, unless the Parties
agree to an alternative.

     

    (h) ETCo
and Frontier shall be responsible for complying with the reconciliation record
keeping
and reporting obligations as imposed by 40 CFR Part 80. In addition, Frontier
agrees to provide a copy of all reports sent to any local, state, or federal
regulatory agencies or governing bodies regarding ETCo's additive, gasoline, or
equipment.

    
    

    (i)  Frontier shall issue a
bill of lading to each ETCo designated transport truck driver stating that the
gasoline loaded has been additized, unless Frontier determines in good faith
that the gasoline does not comply with Additive Regulations. In this case,
Frontier will prevent the gasoline from leaving the Facility, unless the Parties
agree to an alternative.

     

    (j)  If there are any alleged
violations of Additive Regulations agoinst either Party, the other Party will
reasonably cooperate in the investigation and defense of the
allegations.

     

    13.     EXCUSES FOR
NON PERFORMANCE.

     

    (a) To
the extent a Party is rendered wholly or partially unable to perform any of its
obligations
under this Agreement because of a Force Majeure Event (as defined below in
section 13(b)), that Party shall be excused from performance, provided
that:

     

    (i)
promptly after the occurrence of the inability to perform due to a Force
Majeure
Event, the non-performing Party provides written notice to the other Party of
the particulars
of the occurrence, including an estimate of its expected duration and probable
impact on
the performance of its obligations, and continues to furnish timely, regular
reports during the period of non-performance;

     

    (ii) the
non-performing Party shall exercise all reasonable efforts to continue to
perform its obligations and shall thereafter continue with reasonable due
diligence and good faith to remedy its inability to perform except that nothing
in this Agreement, whether contained in Section 13(b) or elsewhere, shall
obligate either Party to settle a strike or other labor dispute when it does not
wish to do so and except that no Party shall be obligated to cure any Force
Majeure Event if the Party reasonably anticipates that it would be unable to
cure the Force Majeure Event prior to the date an obligation to sell or to
purchase a Product pursuant to any Schedule would terminate;

     

    (iii) the
suspension of performance shall be of no greater scope and no longer duration
than is reasonably necessitated by the Force Majeure Event;

     

    (iv) the
non-performing Party shall provide the other Party with prompt notice of the
cessation of the Force Majeure Event; and

     

    (v) no
obligation of payment by either Party that arose prior to the occurrence of the
Force Majeure Event shall be excused as a result of that
occurrence.

     

    (b) Force
Majeure Event shall mean the following:

     

    (i) acts of
war, whether declared or not;

     

    (ii) insurrection,
rebellion, sabotage, acts of terrorists, public disorders, riots, or violent
demonstrations;

     

    (iii) explosions,
fires, mechanical breakdown, plant shutdown or turnaround, or floods,
earthquakes, or other natural calamities to a Party or to any producing or
receiving unit;

     

    (iv) failure,
disruption, or breakdown of normal production or transportation facilities or
delays of pipeline carriers in receiving and delivering product which was timely
nominated and tendered;

     

    (v) future
order of general applicability of any government, court, or regulatory body
claiming jurisdiction arising out of any statute or other regulatory scheme
(including, but not limited to, those relating to environmental; ecology;
energy; occupational safety; packaging, sale, use, or application; consumer
protection; or transportation matters), compliance with which shall, in the
judgment of the providing Party, render the performance of an
obligation hereunder economically, technically, or commercially infeasible,
subject to the exception stated in Section 13(a) above;

     

    (vi) inability
to lawfully provide a Product or service because of the failure of a
governmental agency having jurisdiction over the provision of that Product or
service to issue or renew a permit or certificate required where the permit or
certificate has been timely and completely applied for and the applying Party
has taken reasonable steps to obtain the issuance or renewal of the permit or
certificate (including steps to secure interim authority to provide the utility
or service while the application is pending), and the permit or certificate is
not being withheld due to the culpable conduct of the applying
Party;

     

    (vii) strikes
or labor disputes; or

     

    (viii) any other
circumstance, whether or not similar to those stated above, which is beyond the
reasonable control of the non-performing Party. Notwithstanding the provisions
of this section, a Party's inability to perform this Agreement as a result of
adverse financial circumstances shall not be considered a Force Majeure
Event.

     

    (c) Subject
to Section 13(a)(ii), if within a reasonable time after a Force Majeure Event
has caused the non-performing Party to suspend or delay performance of an
obligation, the non-performing Party has failed to take action as that Party
could lawfully and reasonably initiate to remove or relieve either the Force
Majeure Event or its direct or indirect effects, the other Party may request
that it be permitted to provide assistance in removing or relieving a Force
Majeure Event or its direct or indirect effects. All assistance or relieving
costs will be paid by the non-performing Party. The Parties acknowledge that
relieving and repairing the effects of an event shall be a matter of urgency,
and each Party agrees to consider in good faith requests by the other Party to
provide assistance in that circumstance.

     

    (d) The
Parties agree to consult each other in good faith to develop administrative
procedures for the coordinated response to Force Majeure Events and planning
related thereto. Should Frontier terminate this Agreement or reduce the quantity
of Product purchased for any reason, including a Force Majeure Event, Frontier
shall provide access to Frontier facilities for ETCo to ship the volume of
Products which Frontier has committed to deliver until alternative arrangements
are in place.

     

    14.     DEFAULTS.

     

    This
Agreement may be suspended or terminated by a non-defaulting Party, upon notice
to the other Party, if one or more of the following events shall have occurred
and be continuing:

     

    (i) the
other Party shall default, in any material respect, other than in accordance
with (ii) below in the performance or observance of any term, covenant or
agreement
contained in this Agreement, and such default shall remain uncured three
business days following receipt by the other Party of written notice from the
non-defaulting Party of such default.

     

     (ii) the other
Party shall fail to pay any amount owed hereunder on the due date for the
payment, except for any amounts being disputed in good faith, and such amount
(any interest accrued thereon) shall remain unpaid for ten days following
receipt by the other Party of written notice from the non-defaulting Party of
the failure to pay;

     

    (iii) (a) the
other Party shall commence any case, proceeding, or any other action (1) under
any existing or future law of any jurisdiction relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (2) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its assets or the
other Party shall make a general assignment for the benefit of its creditors;
or

     

                                          
(b) there shall have been commenced against the other Party any case, proceeding
or other action of a nature referred to in clause (iii)(a) above that shall not
have been dismissed within sixty (60) days.

     

    The
rights granted in this Section are in addition to the right of setoff provided
in subsection 7(e).

     

    15.    LIMITED
WARRANTIES.

     

    Subject
to the limits set forth in Section 13, Frontier warrants that the Products
delivered shall meet the respective specifications designated in the applicable
attached Schedule. NEITHER PARTY NOR THEIR AGENTS MAKES ANY OTHER WARRANTIES OR
REPRESENTATIONS OF ANY KIND CONCERNING THE PRODUCTS, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
PRODUCT QUALITY AND CHARACTERIESTICS; OR THE ENVIRONMENTAL, HEALTH, OR SAFETY
EFFECTS OF THE PRODUCTS.

     

     16.   DISPUTE
RESOLUTION.

     

    If an
amicable resolution is not reached, the dispute shall be resolved according to
the Dispute Resolution provisions attached as Schedule G to this
Agreement.


    17.     WAIVER.

     

    No
failure of a Party to exercise, no delay in exercising, and no course of dealing
with respect to any right, power, or privilege under this Agreement shall
operate as a waiver of that or any other right, power, or privilege, nor shall
any single or partial exercise of any right, power, or privilege under this
Agreement preclude any other or further exercise of that right, power, or
privilege nor the exercise of any other right, power, or privilege.
-

     

    18.     NOTICES.

     

    All notices, requests and
other communications to any Party shall be in writing (including a facsimile or similar writing) and shall
be given to a Party at the address or facsimile number specified for that Party
below or any other address or number as that Party shall at any time
otherwise specify by like
notice to the other Party. Each notice, request or other communication
shall be effective (i) if
given by facsimile, at the time the facsimile is transmitted and the
appropriate confirmation
is received (or, if that time is not during a Business Day, at the beginning
of the next Business Day),
(ii) if given by mail, five Business Days after the communication is deposited
in the United States mail with first-class postage prepaid, addressed as
aforesaid, or (iii) if
given by any other means, when delivered at the address specified pursuant
hereto during business
hours or otherwise at the beginning of the next Business
Day.

     

    Frontier
Oil and Refining Company: 

    Attn: President

       
5340 S. Quebec St.

    Suite 200
N

       
Englewood, Colorado 80111

       
Fax: 303-714-0163

     

    with copy
to( which shall not constitute notice):

     

    Frontier
Oil Corporation

       
Attn: General Counsel

       
10000 Memorial Drive, Suite 600 Houston, Texas 77024

    Fax:
713-688-0616

     

    Equiva
Trading Company:

    Vice
President, Products

    500
Dallas Avenue; 33rd Floor 

    Houston,
TX 77002

    Fax:
713-277-6868


    19.     ASSIGNMENT.

     

    Neither this Agreement nor
any right or obligation hereunder is assignable or transferable by either Party,
in whole or in part, without the prior written consent of the other Party, which
consent shall not be unreasonably withheld. Any purported assignment without
consent shall be void; provided,
however, nothing contained herein
shall prevent ETCo or Frontier from assigning its rights and obligations to any
Affiliate; and provided
further, any assignment or transfer
in whole or in part by ETCo or Frontier shall be permissible only if (i) the
transferee is a reputable and financially responsible party generally recognized
as such in the industry, (ii) the assignee or successor entity agrees in writing
to be bound by all of the terms and conditions of this Agreement, and (iii) the
non-transferring Party is reasonably satisfied with the capability and
qualification of the transferee to perform its obligations hereunder. Upon the
effectiveness of an assignment or other transfer pursuant to this section, the
assignee or transferee shall be deemed a Party for all purposes of this
Agreement.

     

    20.     ACCESS TO
FACILITIES.

     

    In
connection with the performance of this Agreement, Frontier shall permit ETCo's
agents, servants, and employees full right of ingress and egress to the
Refinery, subject to the usual and customary safety and security restrictions
developed, observed, and enforced in the ordinary course at the
facilities.

     

    21.     ENTIRETY;
AMENDMENT.

     

    This
Agreement may not be modified or altered orally or in any manner other than by
an express agreement in writing signed by all Parties at such time. No
statements or agreements, oral or written, made prior to or at the signing
hereof, shall vary or modify the written terms hereof, and neither Party shall
claim any amendment, modification, or release from any provision hereof by
reason of a course of action or mutual agreement unless the agreement is in
writing signed by the other Party. No amendment shall be binding upon a Party
unless signed by the duly authorized representative of the Parties. No
modification or addition to this Agreement or any Schedule or Exhibit shall be
effected by the acknowledgment or acceptance by a Party of any invoice, purchase
order, acknowledgment, release or other form submitted by the other Party
containing other or different terms or conditions.

     

    22.          
   GOVERNING
LAW.

     

    This
Agreement shall be interpreted and the rights, obligations and liabilities of
the Parties determined in accordance with the laws of the State of Texas without
giving effect to the principles of conflicts of laws.


    23.          
      NO CONSEQUENTIAL
DAMAGES.

     

    IN NO
EVENT SHALL EITHER PARTY EVER BE LIABLE TO THE OTHER PARTY FOR ANY LOST OR
PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT
LOSSES OR DAMAGES FORM THE SALE OF PRODUCTS UNDER THIS AGREEMENT OR FOR ANY
FAILURE OF PERFORMANCE HEREUNDER OR RELATED HERETO, WHETHER ARISING OUT OF
BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

     

    24.          
OTHER
PROVISIONS.

     

    Frontier
shall abide by the version of the ETCo GENERAL PROVISIONS Purchase and Sale of
Refined Products. attached hereto as same may be hereafter revised by mutual
agreement of Frontier and ETCo attached hereto as Exhibit
3.



    IN WITNESS whereof the Parties have
caused this Frontier Products Offtake Agreement to be duly executed the date
first above written effective as of the Effective Time.

     

    EQUIVA
TRADING COMPANY

     

    


    By: /s/
Arthur A.
Nicoletti                                                                          

    Name:
Arthur
A.
Nicoletti                                                                          

    Title:
President                                                               

     

    


     

    FRONTIER
OIL AND REFINING COMPANY

     

    


    By: /s/
James R.
Gibbs                                                               

    Name:
James
R.
Gibbs                                                               

    Title:
Vice
President                                                                          


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    OFF-TAKE
VOLUMES

     

    Volume
Commitments - ETCo will purchase 100% of
the quantity of Mogas and Diesel as specified in each month's MPF. Frontier
shall be entitled to retain the quantities of Mogas and Diesel specified below
for the years indicated and any amounts in excess of each month's
MPF.

     

    FRONTIER
RETAINED VOLUMES

    
      	 
      	
              YEAR

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Volumes
      in BPD

            	
              2000

            	
              2001

            	
              2002

            	
              2003

            	
              2004

            	
              2005

            	
              2006

            	
              2007

            	
              2008

            	
              2009+

            
	
              Magas:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Denver
      / Colorado

            	
              2,000

            	
              2,750

            	
              3,500

            	
              4,250

            	
              5,000

            	
              5,750

            	
              6,500

            	
              7,250

            	
              9,000

            	
              9,750

            
	
              Springs

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Kansas
      City Pipeline

            	
              825

            	
              1,850

            	
              2,850

            	
              3,900

            	
              4,850

            	
              5,800

            	
              6,750

            	
              7,500

            	
              8,500

            	
              9,500

            
	
              Kaneb
      & Williams

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Pipeline

            	
              475

            	
              2,100

            	
              3,650

            	
              5,250

            	
              6,900

            	
              8,450

            	
              10,000

            	
              11
      750

            	
              12
      250

            	
              13,750

            
	
              Subtotal

            	
              3,300

            	
              6,700

            	
              10,000

            	
              13,400

            	
              16,750

            	
              20,000

            	
              23,250

            	
              26,500

            	
              29,750

            	
              33,000

            
	
              Diesel:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Denver
      / Colorado

            	
              500

            	
              1,000

            	
              1,500

            	
              2,000

            	
              2,500

            	
              3,000

            	
              3,500

            	
              4,000

            	
              4,500

            	
              5,000

            
	
              Springs

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Kansas
      City Pipeline

            	
              400

            	
              800

            	
              1,250

            	
              1,650

            	
              2,100

            	
              2,500

            	
              2,900

            	
              3,400

            	
              3,800

            	
              4,300

            
	
              Kaneb
      & Williams

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Pipeline

            	
              800

            	 
      	 
      	 
      	
              3,14

            	
              4,500

            	 
      	
              6,100

            	
              6,950

            	
              7,700

            
	
              Subtotal

            	
              1,700

            	
              3,300

            	
              5.000

            	
              6,600

            	
              8.250

            	
              10,000

            	
              11,750

            	
              13,500

            	
              15,250

            	
                17,000

            
	
              TOTAL

            	
              5,000

            	
              10,000

            	
              15,000

            	
              20,000

            	
              25,000

            	
              30,000

            	
              35,000

            	
              40,000

            	
              45,000

            	
               
      50,000

            


    

    


     

    Frontier
will designate either Denver or, depending on availability of product in excess
of ETCo's needs, Colorado Springs for those volumes indicated as the
Denver/Colorado Springs market.

     

    Frontier
retained volumes for Denver/Colorado Springs will be delivered by ETCo into tank
trucks at a charge no higher than the public tariff for the Chase pipeline, any
additional costs or credits for Colorado Springs deliveries, plus cost of
terminalling and additives.

     

    Frontier
and ETCo may agree, within three months prior to the beginning of each calendar
year, to a redistribution of the volumes as shown above. Frontier also has the
right, within three months prior to the beginning of each calendar year, to
unilaterally reduce the volumes shown for Denver/Colorado Springs and/or for
Kansas City Pipeline and increase by the same amount the volumes shown for Kaneb
and Williams Pipeline.

     

    ETCo
shall nominate their deliveries of #1 Fuel Oil and Premium Diesel by the 15th
of the month prior to delivery. ETCo shall receive minimum monthly volumes in
MBBLs as follows:

     

                                               
Jan       Feb      
Mar       Apr    
May    Jun     
Jul     Aug     
Sep       Oct     
Nov   Dec

     

    #1
FO                               90          50          20           5          5          5          5          5         20          50         75     
90

     

    Prem
Dsl                                                                                         
   5          5         
5

     

    If
Frontier's production of #1 Fuel Oil and Premium Diesel is insufficient to meet
ETCo's nomination, the volume of #1 Fuel Oil and Premium Diesel shall be
pro-rated to the total product volumes (equal to the total of the volume
delivered to ETCo and the volume retained by Frontier) over the previous ninety
(90) days activity.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
B

     

    MOGAS

     

    Product
Measurement   ETCo's purchases of the Mogas
produced at the Frontier El Dorado Refinery shall be calculated pursuant to
material balance receipts from the Kaneb, Kansas City, Chase, and Williams Pipelines and the
El Dorado truck rack. - -

     

    Product
Quality -
Mogas must meet the specifications as
listed below.

     

    El Dorado
Rack / Kaneb and Kansas City Pipeline

    - Regular
William's N Grades Regular Unleaded 87

    - Premium
William's A Grades Premium Unleaded 91

     

    Chase
Pipeline- Chase's Regular 85, Premium 91 & Sub-Octane 82.5
Grades

     

    (VOC-Controlled
Mogas intended for sale in the Denver-Boulder area will, subject to Section 13,
meet industry RVP standards, whether voluntary or involuntary, as may prevail in
future years.)

     

    
      	
               
      

            	
              Kansas
      City Pipeline - Regular William's sub RVP (7.2) N1 Grades Regular Unleaded
      87 - Premium William's sub RVP Al Grades Premium Unleaded
    91

            


    

     

    Product
will not use additives containing heavy metals such as Methylcyclopentadienyl
Manganese Tricarbonyl (MMT) without prior written approval by ETCo.

     

    Specification
changes will be provided by ETCo as regulations are updated. Both Parties
recognize that, if the EPA approves the opt-in of the Kansas City area to the
EPA RFG program, ETCo shall provide reformulated Mogas specifications at that
time, and pricing shall be negotiated accordingly.

     

    Product
Pricing - ETCo will pay Frontier the
mean of the prior week's weekly average low and high price for the Regular (RUL)
and Premium (PUL) Unleaded grades published by Platt's Oil Service for Group 3,
FOB the custody transfer point, plus 0.32 cents per gallon. The previous week's mean
shall be calculated as the arithmetic average of the Plates effective low and
high quotes for Mogas for Monday through Friday of the previous week and shall
be effective for deliveries from Tuesday of the current week through Monday of
the next week. This formula of Platt's Group 3 Weekly Average of Low and High
plus 0.32 cents per gallon shall be defined as the Gasoline Base
Price.


    Kansas
City pricing shall be as follows:

     

    Kansas
City (Octane 87 - non-Summer)Gasoline Base Price

    Kansas
City (Octane 87 - Summer)Gasoline Base Price + 1.93 cpg

     

    Denver
Sub Octane grade pricing shall be calculated by the mean of the prior week's
weekly average low and high price for Regular (RUL) and Premium (PUL) Unleaded
grades as published by Platt's Oil Service for Group 3, FOB the custody transfer
point, as per the formula below:

     

    Denver Sub Octane
82.5RUL 87 -
[0.45 x (PUL 91 Low - RUL 87 Low)] + 0.32 cpg

     

    Denver Sub Octane
85RUL 87 -
[0.25 x (PUL 91 Low - RUL 87 Low)] + 0.32 cpg

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
C

     

    DIESEL

     

    Product
Measurement ETCo's purchases of the
Diesel produced at the Frontier El Dorado Refinery shall be calculated pursuant
to material balance receipts from the Kaneb, Kansas City, Chase, and Williams
Pipelines and the El Dorado truck rack.

     

    Product
Quality - Frontier Diesel must meet
the specifications as listed below.

     

    Pipeline
& Rack        - Low Sulfur Diesel use
William's Pipeline X

    - High
Sulfur Diesel use William's Pipeline X5

    - Premium
Diesel use William's Pipeline D Grade

     

    Product
Pricing - ETCo will pay Frontier the
mean of the prior week's weekly average low and high price for the grades of Low
Sulfur and High Sulfur Diesel published by Platt's Oil Service
for Group
3, in cents per gallon FOB the custody transfer point, plus 0.15 cents per
gallon. The previous
week's mean shall be calculated as the arithmetic average of the Platt's
effective low and high
quotes for Diesel for Monday through Friday of the previous week and shall be
effective for deliveries from Tuesday of the current week through Monday of the
next week.

     

    Premium
Diesel - ETCo will pay Frontier the mean of the prior week's weekly average low
and high price for the grade of Low Sulfur Diesel published by Platt's Oil
Service for Group 3, in cents per gallon FOB the custody transfer point, plus
1.25 cents per gallon.

     

    ETCo will
pay Frontier an additional 0.40 cents per gallon for deliveries to the El Dorado
truck rack, for all diesel, including Low Sulfur Diesel, High Sulfur Diesel, and
Premium Diesel.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
D

    


    AVJET

     

    Product
Measurement - ETCo purchases
of the Avjet produced at
the Frontier El Dorado Refinery shall be calculated pursuant to material balance
receipts from the Kaneb, Kansas City, Chase, and Williams Pipelines and the El
Dorado truck rack.

     

    Product
Quality -  Avjet shall meet the
Domestic Jet A specifications as per ASTM
1655. Product must be capable of meeting requirements for deliveries to airports
as defined by ATA-103. Additionally, Product must meet specifications for
Williams, Kaneb, Kansas City, and Chase pipelines.

     

    Volume Commitments
-  Frontier commits to supply
and ETCo commits to purchase 100%
of the quantity of Avjet without regard to the MPF, for the initial five years
of the agreement. Due to the long-term nature of commercial jet fuel sales
contracts, Frontier shall provide to ETCo a monthly forecast of Avjet production
for the following twelve months.

     

    Product
Pricing -  ETCo will pay Frontier the
mean of the prior week's weekly average low price for Avjet published by Platt's
Oil Service for Group 3, in cents per gallon FOB custody transfer
point,
plus 0.35 cents per gallon for the first 90,000 BBLs per month. ETCo will pay
Frontier for
additional deliveries over 90,000 BBLs per month at the mean of the prior week's
weekly
average low price for Avjet published by Platt's Oil Service for Group 3, in
cents per gallon
FOB custody transfer point, plus 0.25 cents per gallon. The previous week's mean
shall be
calculated as the arithmetic average of the Platt's effective low quotes for
Avjet for
Monday through Friday of the previous week and shall be effective for deliveries
from Tuesday
of the current week through Monday of the next week.

     

    Contingency Operations and
Economics for off-spec product -  Not withstanding
subsection 5(b) of the Agreement, if Avjet is off-spec, ETCo shall have the
option to reject the product or receive a credit to compensate ETCo
for reblending or for other costs or losses on a case by case basis with
approval by ETCo prior to delivery by Frontier.

     

    Other Provisions -
 ETCo reserves the right to
receive up to 100% of Avjet deliveries that are available as an FTZ-designated
product. Should Frontier terminate this Agreement or reduce the quantity of
product purchased for any reason, including a Force Majeure Event, Frontier
shall provide access to Frontier facilities for ETCo to ship the volume of Avjet
which Frontier has committed to deliver until alternative arrangements are in
place.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
E

     

    #1 FUEL
OIL

     

    Product
Measurement   ETCo's purchases of the
Diesel produced at the Frontier El Dorado Refinery shall be calculated pursuant
to material balance receipts from the Kaneb, Kansas City, Chase, and Williams
Pipelines and the El Dorado truck rack.

    
      	
               

              Product
      Quality - Frontier #1 Fuel Oil
      must meet the William's Pipeline Y Grade
      specifications.

               

            	 
      


    

    Product
Pricing
-
ETCo
will pay Frontier a mutually agreeable pricing mechanism negotiated thirty (30)
days prior to the month of delivery. If a mutually agreeable price is not
determined for the month of delivery, ETCo shall not take delivery of #1 Fuel
Oil during that month. ETCo will pay Frontier an additional 0.40 cents per
gallon for deliveries to the El Dorado truck rack. If the Parties do not agree
on price, Frontier may dispose of the #1 Fuel Oil as it sees fit. Volumes for
that month are not included in retained volumes. Failure to agree for any month
does not alter the obligation to negotiate in good faith for subsequent
months.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
F

    


    OTHER
PRODUCTS

     

    Product
Measurement    ETCo's purchases of Other
Products produced at the Frontier El Dorado Refinery shall be calculated
pursuant to material balance receipts from the Kaneb, Kansas City, Chase, and
Williams Pipelines, the El Dorado truck and rail
rack.

     

    Product
Quality -  Frontier Products must
meet the mutually agreed specifications.

     

    Volume
Commitments -  To the extent that it is
mutually agreed, Frontier commits to supply and ETCo commits to purchase
additional quantities of Frontier products for the term of the agreement If the
MPF volume should change by more than five percent during the delivery month,
Frontier will provide ETCo with a volume estimate adjustment no later than the
first business day of the delivery month..

     

    Alternatively
-
To the extent that
it is mutually agreed, ETCo will pay Frontier, ETCo 's sale value less
transportation, storage, terminalling, related taxes, and a commission fee of
0.5 cents for each gallon of Other Products (excess) delivered to the custody
transfer point. The sale value shall include all costs involved with the
movement of product to ETCo's buyer including freight, rail car rental,
terminalling, and related taxes. Further, Frontier and ETCo may agree from time
to time on a different pricing for Other Products.

     

    For
clarification purposes, it is understood by the Parties that Frontier has the
right to sell any production volume in excess of the MPF to third parties if
agreement to sell to ETCo is not reached.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
G

     

    ARBITRATION

     

    Dispute
Resolution

     

    Any controversy or claim
("Claim"), whether based on contract, tort, statute or other legal or equitable
theory (including but not limited to any claim of fraud, misrepresentation or
fraudulent inducement or any question of validity or effect of this Agreement
including this section) arising out of or related to this Agreement (including
any amendments or extensions), or the breach or termination thereof, shall be
settled by mediation and consultations between the Parties initiated upon the
Notice of any Party. In the event of failure of such mediation and consultations
to settle such Claim in a manner acceptable to all Parties within thirty (30)
days following the Notice, then any such Claim shall be settled by binding
arbitration in accordance with this provision and the then current CPR Institute
for Dispute Resolution Rules for Non- Administered Arbitration of Business
Disputes. The arbitration shall be governed by the United States Arbitration
Act, 9 U.S.C. Sections 1-16, to the exclusion of any provision of state law
inconsistent therewith or which would produce a different result, and judgment
upon the award rendered by the arbitrator may be entered by any court having
jurisdiction.

     

    Place.

     

    The
arbitration shall be held in Houston, Texas. 

     

    Arbitrators.

     

    There
shall be three (3) independent and impartial arbitrators of whom ETCo appoints
one (1) and Frontier appoints one (1) and the third of which shall be appointed
by the two (2) Party-appointed arbitrators in accordance with the arbitration
rules. The arbitrators shall determine the Claims of the Parties and render a
final award in accordance with the substantive law of the State of Texas,
excluding the conflicts provisions of such law. The arbitrators shall specified
the reasons for the award in writing.

     

    Statute of
Limitations.

     

    Any Claim
by a Party shall be time-barred if the asserting Party commences arbitration
with respect to such Claim later than two (2) years after the cause of action
accrues. All statutes of limitations and defenses based upon passage of time
applicable to any Claim of a defending Party (including any counterclaim or
setoff) shall be tolled while the arbitration is pending.

     

    Discovery.


    The
arbitrator shall order the Parties to promptly exchange copies of all exhibits
and witness lists, and, if requested by a Party, to produce other relevant
documents, to answer up to ten (10) interrogatories (including subparts), to
respond to up to ten (10) requests for admissions (which shall be deemed
admitted if not denied) and to produce for deposition and, if requested, at the
hearing all witnesses that such Party has listed and up to four (4) other
persons within such Party's control. Any additional discovery shall only occur
by agreement of the Parties or as ordered by the arbitrator upon a finding of
good cause.

     

    Costs.

    Each
Party shall bear its own costs, expenses and attorneys' fees; provi ded that if
court proceedings to stay litigation or compel arbitration are necessary, the
Party who unsuccessfully opposes such proceedings shall pay all reasonable
associated costs, expenses, and attorneys' fees in connection with such court
proceeding.

     

    Breach.

     

    The
Parties recognize that irreparable injury will result from a breach of any
provision of this Agreement and that money damages will be inadequate to fully
remedy the injury. hi order to prevent such irreparable injury, the arbitrator
shall have the power to punt temporary or permanent injunctive or other
equitable relief. Prior to the appointment of an arbitrator a Party may,
notwithstanding any other provision of this Agreement, seek temporary injunctive
relief from any court of competent jurisdiction; provided that the Party seeking
such relief shall (if arbitration has not already been commenced) simultaneously
commence arbitration. Such court ordered relief shall not continue more than ten
(10) days after the appointment of the arbitrator (or in any event for longer
than sixty (60) days).

     

    Consent to
Jurisdiction.

     

    The
Parties hereby consent to the non-exclusive jurisdiction of the state or federal
courts of Texas for the enforcement of any award rendered by the
arbitrators.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
H

     

    RIGHT OF
SET-OFF

     

    In
connection with the purchase by Frontier El Dorado Refining Company ("Buyer") of
certain assets from Equilon Enterprises LLC ("Seller") pursuant to that certain
Asset Purchase and Sale Agreement dated October 19, 1999, Seller or Equiva
Trading Company has entered into certain agreements with Buyer or Frontier Oil
and Refining Company including (1) that certain Foreign Crude Supply Agreement
dated as of
October 19, 1999
between Frontier Oil and Refining Company and Equiva Trading Company; (2) that
certain Frontier Products Offiake Agreement dated as of October 19, 1999,
between Frontier Oil and Refining Company and Equiva Trading Company; and (3)
that certain Sub-Sublease Cogeneration dated as of October 19, 1999, between
Equilon Enterprises LLC and Frontier El Dorado Refining Company, the agreements
in (1), (2) and (3) being herein referred to as the "Set-Off
Agreements".

     

    In the
event that a party to any of the Set-Off Agreements fails to make a payment or
payments under such Set-Off Agreement (the "Subject Set-Off Agreement") which
individually or in the aggregate total a minimum of One Million Dollars
($1,000,000) when due and after the expiration of any applicable cure periods
under the Subject Set-Off Agreement (a "Defaulting Party"), either the
non-defaulting party under the same agreement or its affiliate under one of the
other Set-Off Agreements (the "Non-Defaulting Party") may, but shall not be
required to, set-off or apply any and all payments it then owes (the "Set-Off
Amount") under such Subject Set-Off Agreement or any of the other Set-Off
Agreements against the amount owed by the Defaulting Party and unpaid under the
Subject Set-Off Agreement.

     

    This
right of set-off may be exercised by the Non-Defaulting Party irrespective of
whether any demand has been made under any Set-Off Agreement; provided
that the Non-Defaulting Party shall give the Defaulting Party not less than
three (3) business days prior written notice thereof, which notice shall be made
in the manner required under the procedures set forth in the Agreement to which
this Right of Set-Off is attached and shall specify the amount of such claimed
set-off and, in reasonable detail, the basis therefor; provided
further that, during such three (3) business day period, the Non-Defaulting
Party's failure to pay such Set-Off Amount to the Defaulting Party shall not
constitute a breach or default under the relevant Set-Off Agreement. The
Non-Defaulting Party shall be entitled to exercise such right of set-off unless
the Defaulting Party objects thereto by written notice to the Non-Defaulting
prior to the expiration of such three (3) business day period, which notice
shall specify, in reasonable detail, the basis for such objection. If the
Defaulting Party so objects and the Non-Defaulting Party elects to continue to
assert its right to set-off or apply such Set- Off Amount, the Non-Defaulting
Party and the Defaulting Party or its Affiliates shall proceed to resolve such
dispute pursuant to the dispute resolution provisions of the appropriate Set-Off
Agreement; provided
that, if the Non-Defaulting Party shall have deposited into an Approved Escrow
(as hereinafter defined), in immediately available funds, an amount equal to
such Set-Off Amount, the Non-Defaulting Party's failure to pay such Set-Off
Amount to the Defaulting Party shall not constitute a breach or default under
any of the Set-Off Agreements or any other agreements between the parties prior
to the resolution of such dispute. For purposes of this Schedule, an
"Approved
Escrow" shall mean an escrow account maintained with a financial institution,
and subject to an escrow agreement, which escrow agreement shall grant to the
Non-Defaulting Party a valid, perfected first priority security interest in all
amounts deposited pursuant thereto to secure payment of the Defaulting Party's
obligations.

     

    This
right of set-off shall be cumulative with all other rights and remedies of a
Non- Defaulting Party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1

     

    METERS

     

    Meter
Specifications
- All meters used shall comply with the latest edition of API Manual of
Petroleum Measurement Standards (API MPMS). The calibration and maintenance
frequencies must comply with the latest edition of API's Custody Transfer
Measurement Manual Volume 2 - Dynamic Measurement Standards. Flow meters shall
at all times be accurate allowing a margin of error of one half of one percent.
The meter data will be recorded at a minimum of two-minute intervals to
determine the total flow per billing period.

     

    Volumes
determined by truck weigh scale shall be determined by weighing before and after
loading. Truck scales used to determine the volume of products sold by truck
must be maintained in accordance with the latest edition of NIST Handbook 44.
Truck scale calibration shall be done no less than every six months by a
certified company or state agency.

     

    Railcar
metering shall be by magnetic meter, compensated by temperature of contents at
completion of loading.

     

    Measurement
Standards For purpose of measurement and computations, atmospheric
pressure shall be assumed to be fourteen and seven-tenths pounds per square inch
absolute and correction temperature to be 60 degrees
Fahrenheit.

     

    A dial
thermometer shall determine the loaded temperature of truck or railcar products.
The thermometer shall be calibrated monthly or at more frequent intervals as may
be necessary.

     

    Specific
gravity used will be calculated from a liquid composition analysis.

     

    All truck
and railcar volumes of products shall be Net Standard Volume (as defined in the
API standards) in accordance with the latest edition of the API
standards.

     

    The term
(barrel) means 42 US gallons.

     

    ETCo
shall, at all reasonable times, have access to all metering operations and
gauging equipment for inspection and checking. Only the employees or agents of
Frontier shall do the reading, calibration, and adjustment. Upon request from
ETCo, Frontier shall submit to ETCo records from all measurement systems,
together with calculations therefrom, for ETCo's inspection and verification and
copying, if desired, subject to return by ETCo within thirty days after receipt.
Frontier shall, however, only be required for the purposes, to retain the
records for a period of ninety (90) days from the date of the records
creation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
2

     

    CUSTODY
TRANSFER

     

    The
Refinery transfers Gasoline and Distillates via the four pipelines and a loading
rack located on the west boundary of the Refinery. The custody transfer points
for the pipelines are the product meters located at the pipeline pump station
and the loading rack meters located on the east side of the loading bays for the
loading rack. Each pipeline has a meter prover in place, which is used on each
batch and the loading rack has meter provings on a six months
basis.

     

    The
Loading rack meters are as follows:

    
      	
              Meter
      Number

            	
              Product

            	
              Tanks

            
	
              1

            	
              Toluene

            	 
      
	
              2

            	
              Cumene

            	 
      
	
              3

            	
              Toluene

            	 
      
	
              5

            	
              Naphtha

            	 
      
	
              7

            	
              Avgas

            	 
      
	
              8

            	
              Hi
      Sulfur #2

            	
              3,14,and
      15

            
	
              12

            	
              Low
      Sulfur #2

            	
              168
      and 169

            
	
              13

            	
              Hi
      Sulfur #2

            	
              3,
      14, and 15

            
	
              14

            	
              Unleaded
      Regular

            	
              64,19,
      and 20

            
	
              15

            	
              Unleaded
      Premium

            	
              18,
      226, and 65

            
	
              16

            	
              Unleaded
      Plus

            	
              50%
      / 50% mix ULR and ULP

            
	
              20

            	
              Low
      Sulfur #2

            	
              168
      and 169

            
	
              21

            	
              Low
      Sulfur #1

            	
              78

            
	
              22

            	
              Avjet

            	
              75

            
	
              23

            	
              Unleaded
      Regular

            	
              64,
      19, and 20

            
	
              24

            	
              Unleaded
      Premium

            	
              18,
      226 and 65

            


    

    


     

    Kaneb
Pipeline takes custody of Mogas and all distillates at their pump station
located on the north side of the Southwest Trafficway. Kaneb has two meters on
individual lines from the Refinery with a prover for each meter. These are known
as the gasoline meter and the oil meter. There are no equipment number assigned
to the gasoline meter and the oil meter.

     

    Williams
Pipeline has lines and meters connected to the Refinery with the meters and the
pump station
adjoining the Refinery at the northeast corner of South Douglas Road and the
Southwest Trafficway. The meters and lines are identified as
follows:

     

    
      	
              Meter
      Number

            	
              Product

            	
              Tanks

            
	
              JL

            	
              Premium
      Gasoline

            	
              18

            
	
              JK

            	
              Regular
      Gasoline

            	
              19,
      20, and 32

            
	
              JJ

            	
              Distillates

            	
              22
      and 24

            
	
              JH

            	
              Distillates

            	
              21,
      23, 25, 130, 225, and 490

            
	
              JP

            	
              Receiving
      Product into EDRC

            	 
      


    

    


     

    KCPL
takes product custody at the pump station identified as the sunset Station. The
station is located on the north side of the refinery and is the only station
inside of the refinery fence. The pipeline has two meters, using one at a time
on a single line and pumping one product. The primary meter is identified as
#9681, and the backup meter is #9682. These are positive displacement
meters.

     

    Chase
Pipeline shares (uses) the pump station identified as the Sunset Station, which
is located on the north Side of the KCPL station. Chase takes custody of
products at this station through two pipelines identified as the Colorado system
and the Kansas system. The Colorado meter is identified as ELBC#1 and the Kansas
meter system is identified as ELBK #1. There are two booster pumps associated
with each system that can be run together or one at a time, depending on the
line rate required.

     

    For
Frontier delivery and ETCo purchase of Avjet into Chase pipeline delivered via
Boyer Terminal, title and risk of loss shall pass upon delivery into the Chase
Pipeline.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
3

     

    
      EQUIVA
TRADING COMPANY

      GENERAL
PROVISIONS

    

    applicable
to

    Purchase
and Sale of Refined Products

    December
1, 1998

     

    1. SCOPE:
These General
Provisions shall apply to agreements for the purchase and sale of bulk and truck
volumes of refined intermediate petroleum products and refined petroleum
products (Products) entered into by Equiva Trading Company (Equiva) (the
Specific Terms) to which these General Provisions have been attached or
specifically incorporated by reference, In the event of any conflict between the
Specific Terms and the Marine Provisions, if any, and the General Provisions,
the Specific Terms shall prevail. In the event of any conflict between the
Marine Provisions, if any, and the General Provisions, the Marine Provisions
shall prevail. The Specific Terms, the Marine Provisions, if any, and the
General Provisions are referred to collectively as the
"Contract".

     

    2.
DELIVERIES:

     

    A. Liftings
or deliveries shall be conducted during the usual business horns of the terminal
and at other times as the parties may mutually agree. The Buyer shall furnish
the Seller with reasonable advance notice of each lifting or
delivery.

     

    B. Buyer
warrants to Seller that Buyer's employees and the employees of contract/common
carriers, or others hired by Buyer to receive the Products, are fully qualified
to load and operate vehicles used in the transportation of Products and shall
procure all permits and licenses required for the performance of the Contract;
shall comply with all applicable federal, state, and local transportation
requirements; and shall meet all reasonable requirements of the
terminal.

     

    C. Seller
will from time to
time issue current delivery procedures and safety precautions to Buyer. Buyer
shall make known to its employees, and employees of the contract/common carriers
hired by Buyer to lift or receive the Products, all information furnished by
Seller to Buyer relating to safety and procedures to be followed at the delivery
point. Buyer shall be fully responsible for any failure of those employees to
follow safe practices and to observe Sellers rules and regulations while on the
premises of Seller or at its designated delivery point.

     

    D. Seller
shall promptly furnish to Buyer all properly issued and endorsed product
transfer documents, including bills of lading, invoices, shipping papers, and
any other documents, including of title or custody, applicable to the ProdUcts.
Seller shall comply with all requirements of Department of Transportation and
Environmental Protection Agency regulations, as well as those of any other
local, state, or federal agency, as applicable, pertaining to product transfer
documents, including the federal reformulated gasoline regulations contained in
40 CFR Part 80.

     

    3. TITLE-RISK:
If the Product is purchased on an FOB Origin price basis, title to and
risk of loss of or damage to or by the Product shall pass to Buyer upon
completion of loading of tank truck, or upon delivery of tank car containing the
Product to the railroad, or when the Product passes the flange between the
vessel's permanent hose connection and the shoreline when loading a tanker or
barge, or when the product enters Buyer's or its carrier's pipeline facilities,
as the case may be; or if the Product is purchased on a delivered destination
price basis, title to and all risk of loss of or damage to or by the Product
shall pass to Buyer upon completion of -unloading
of tank truck, or upon delivery of tank car from the railroad, or when the
Product passes the flange between the vessel's permanent hose connection and the
shoreline when unloading a tanker or barge, or when the Product leaves the
Seller's or its carriers pipeline facilities, as the case may be, into Buyer's
plant facilities or into other facilities designated by
Buyer.

     

    4. MEASUREMENTS:
Quantities delivered shall be measured as provided in the Specific Terms
of the Contract and, unless otherwise there specified, corrected for temperature
to 60° F in accordance with Tables No. 6 and No.24 of ASTM­IP Petroleum
Measurement Table (Designated as ASTM D-1250 and IP-200), as in effect at the
time of measurement. A barrel shall consist of 42 U.S. gallons. A U.S. gallon
shall consist of 231 cubic inches. Seller's quantity determinations at the
delivery point shall govern unless proven to be in error.

     

    5. PAYMENT:
Buyer shall pay
Seller for delivered Product(s) in U.S. dollars without any adjustments,
discounts, or setoffs, immediately upon Buyer's receipt of Seller's invoice and
necessary supporting documents, if any. Buyer shall pay Seller the maximum
lawful rate of interest on all past due payments.


    If,
pursuant to the Specific Terms of the Contract, Seller grants credit to Buyer,
Seller shall have the right to change the terms of the credit if Seller
determined Buyer's financial condition warrants the change. The change in credit
terms shall be effective immediately upon Buyer's receipt of Seller's notice of
the change.

     

    If Buyer
fails to comply with the terms of payment, Seller may, at its option, change the
terms of payment; and Seller may, without notice to Buyer, defer or divert
shipments until payments are made, and Seller may, also at its option, cancel
the contract, and in that event, Seller shall not be required to make further
shipments hereunder.

     

    6. TAXES,
FEES, AND OTHER CHARGES: Except as provided below, Seller shall pay all taxes,
fees, and other charges which may be levied or assessed or otherwise applicable
upon the possession, manufacture, sale, and transportation of the Product prior
to its delivery to Buyer; and if Buyer is required by law to pay any of those
taxes, fees, and other charges, Seller shall promptly reimburse Buyer for them.
Buyer shall reimburse Seller for (1) any federal excise tax on gasoline,
gasoline blend stocks, additives, diesel fuel, aviation fuel, and special motor
fuels, now in effect or hereafter levied, and (2) any taxes, fees, or other
charges which may be hereafter levied, assessed, or imposed on or with respect
to the possession, manufacture, removal, sale, transportation, or delivery of
the Product, including, but not limited to, all environmental levies. Buyer
shall
furnish Seller with satisfactory tax exemption certificates where exemption is
claimed.

     

    When one
Party makes payments to be reimbursed by the other Party, the paying Party shall
use its best efforts to verify the correctness of the charges and to pay only
the minimum amount due. There shall be no reimbursement for penalties or
interest which are incurred as the result of the paying Party's
negligence.

     

    Each
Party is responsible for payment of its federal, state, and local income taxes
and state franchise, license, and similar taxes required for the maintenance of
business existence.

     

    7. WARRANTIES: Seller warrants that (i) the Products
conform to the composition, description, and specifications set forth in the Contract, (ii) it has good
and marketable title to the Products, free and clear of all liens, taxes, and
encumbrances, and (iii)
the Products are in compliance with applicable federal, state, and local laws
and regulations including, without limitation, the requirements of the
Environmental Protection Agency and the California Air Resources Board, if
applicable. EXCEPT
AS OTHERWISE SET FORTH HEREIN, SELLER MAKES NO OTHER WARRANTIES .OR
REPRESENTATIONS
OF ANY RIND CONCERNING THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; PRODUCT QUALITY
AND CHARACTERISTICS; OR THE ENVIRONMENTAL, HEALTH, OR SAFETY EFFECTS OF
THE
PRODUCTS.

     

    8. LIMITATION
OF LIABILITY: No claim of any kind, whether as to quality or amount of
Products delivered, or for non-delivery of Products, shall be greater in amount
than the market value of the Products at the time of delivery or, in the case of
non-delivery, at the time agreed upon for delivery, in respect of which damages
are claimed. Seller shall have no liability whatsoever for any indirect,
special, incidental, consequential, or punitive damages, whether under tort,
contract, strict liability, statute, or otherwise.

     

    9. CLAIMS:
(a) Any claim for loss, damage, or delay against a carrier pursuant to
the Contract must be filed by the Buyer in writing with the concerned carrier,
whether or not a Party to the Contract, within the time specified by the
carrier. If the carrier is not a Party to the Contract, a copy of the claim as
filed shall be submitted to the Seller as soon as practicable. Failure of the
Buyer to file a claim for loss, damage, or delay with the appropriate carrier in
a timely manner shall release the Seller from liability with respect to the
claim. (b) Any claim for any shortages in quantity or defects in quality must be
made by written notice to the Seller within ninety days after the delivery
giving rise to the claim or, in the case of non-delivery,. from the date fixed
for delivery; otherwise, any claim is waived. Any action for breach of the
Contract must be commenced within one year after the cause of action has
occurred.

     

    10.
INDEMNITY: Each Party (the Indemnifying Party) shall defend, indemnify,
and hold harmless the other Party, its parent, affiliate, and subsidiary
companies, and their respective officers, employees, and agents (Indemnified
parties), against all claims, demands, causes of action, suits, damages,
liabilities, judgments, losses, and expenses (including, without limitation,
attorneys fees and costs of litigation, whether incurred for an Indemnified
Party's primary defense or for enforcement of its indemnification rights) which
may be incurred by an Indemnified Party or asserted by the Indemnifying Party
(including, without limitation, the Indemnifying Party's employees, contractors,
and agents) or by any third Party on account of (i) any personal injury,
disease, or death of any person(s); damage to or loss of any property or money
damages or specific performance owed to any third Party (by-contract or
operation of law), and any fines, penalties, assessments, environmental response
costs, or
injunctive obligations caused by the negligence or fault of the Indemnifying
Party (including; without limitation, its employees, contractors, and agents);
and (ii) any breach of any representation, warranty, or covenant of the
Indemnifying Party contained in the General Provisions or the Specific
Terms.

     

    11. FORCE MAJEURE:
Either Party shall be excused from performance if and to the extent that its
performance is delayed
or prevented by any circumstance reasonably beyond the Party's control, or by
any of the following circumstances:

     

    (a) Compliance
(voluntary or involuntary) with laws, decrees, guidelines, requests, or the like
of any government or person purporting to act therefore, or of international
organizations of which the-United
States is a member including, without limitation, the International Energy
Agency.-.

     

    (b) Restriction
or cessation of production of Product(s) due to the imposition of conditions or
requirements by any government or any person purporting to act under the color
or claim of any governmental authority which makes it necessary to cease or to
reduce the production of the Product(s).

     

    (c) Hostilities
of war (declared or undeclared); embargoes; blockades; civil unrest, riots, or
disorders; terrorism; or sabotage.

     

    (d) Fires,
explosions, lightning, maritime peril, collisions, storms, landslides,
earthquakes, floods, and other acts of nature.

     

    (e) Strikes,
lockouts, or other labor difficulties (whether or not involving employees of
either party).

     

    (f) Disruption
or breakdown of production or transportation facilities, equipment, labor, or
materials.

     

    (g) Closing
or restrictions on the use of harbors, railroads, or
pipelines.

     

    Notwithstanding
the provisions of this section, nothing contained in the Contract shall relieve
either Party of the obligation to pay in full any amounts which accrued prior to
the event of Force Majeure.

     

    Upon the
occurrence of any of the Force Majeure events described in this section, the
Party claiming Force Majeure shall notify the other Party promptly in writing of
the event and, to the extent possible, inform the other Party of the expected
duration of the Force Majeure event and the volumes of Product(s) to be affected
by the suspension or curtailment of performance under the Contract.

     

    Seller's
ability to supply Products under the Contract is dependent on continued
availability of necessary raw materials and petroleum products from its usual
and anticipated suppliers and continued availability of energy supplies. If raw
materials, petroleum products, or energy supplies are not readily available in
sufficient quantities to permit Seller to meet its total commitments for
Products, then Seller shall have the right to allocate, in a fair and reasonable
manner, among its customers and its own requirements, the Products as are
available. In addition, the Seller shall not be obligated to make up deliveries
of Products which have been prevented by a Force Majeure event.

     

    If a
Party asserts a claim of Force Majeure, the other Party shall have the right to
suspend its performance in proportion to the quantity of receipts or deliveries
not made by the Party claiming Force Majeure. If the Force Majeure event is
forecast to (or actually) last(s) sixty days or more, the Party not claiming
Force Majeure shall have the right to cancel the Contract by giving written
notice.

     

    Upon
cessation of the event of Force Majeure performance shall be resumed, but the
excuse shall not operate to extend the term of the Contract nor obligate either
Party to make up deliveries or receipts, as the case may be.

     

    12.
NEW OR CHANGED REGULATIONS:

     

    A. It is understood by and between the Parties that each is entering this
Contract in reliance on the laws, rules, and regulations (the Regulations) in
effect on the date the Contract is entered.

     

    B, If ,
at any time or from time to time during the term of the Contract, any
Regulations are changed or new Regulations become effective whether by law,
decree, or regulation or in response to the insistence or request of any
governmental authority or person purporting to act therefor and the effect of
the changed or new Regulation : (i) is not expressly covered by other
provisions of this Contract which specifies the effect of changed or new
Regulations and (ii) has an adverse economic effect upon either Party, then the
affected Party shall have the option to request renegotiations of the terms and
conditions of the Contract. The option may be exercised by written notice from
the affected Party to the other at any time after the changed or new Regulations
are promulgated.

     

    C. If the
Parties do not reach an agreement within fifteen days after the date of the
renegotiation request, either Party shall have the right to cancel the Contract
by written notice to the other Party. Cancellation shall be effective on the
date the changed or new Regulations are effective or fourteen days after the
date the notice is received whichever occurs later.

     

    13. ALLOCATION: In further
consideration of Seller selling the Products hereunder, Buyer waives and agrees
not to exercise any rights it may have under any federal or state allocation
rules or regulations to call upon Seller to make products available to Buyer
after the expiration of the Contract, unless the rules and regulations makes it
mandatory for Seller to supply the Products if called upon by the
Buyer.

     

    14. REMEDIES: If either Party
breaches any provision of the Contract or if any insolvency, bankruptcy,
receivership, or similar proceeding is initiated by or against either Party: (1)
the other Party may terminate the Contract, without prejudice to any other
rights or remedies it may have hereunder or by law, by giving written notice,
and (2) either Party shall have the right to withhold any money ever payable by
it hereunder and apply the same to payment of any indebtedness of the other
Party arising from the Contract. A Party's right to strict performance of the
other Party's obligations shall not be affected by any previous waiver,
forbearance, or course of dealing.

     

    15. ASSIGNMENT: The Contract shall
extend to and be binding upon the successors and assigns of the Parties, but
neither this Contract nor any part, specifically including the right to receive
payment, shall be assigned or transferred by either Party or by law without the
prior written consent of the other Party, and any assignment or transfer made by
either Party without the other Party's written consent need not be recognized by
and shall not be binding upon the Party.

     

    16. LEGAL RESTRICTIONS AND
COMPLIANCE: Seller, in the manufacture of the Product(s) sold, represents
that it has fully complied with all applicable laws, ordinances, rules, and
regulations of federal, state, and local governments and their agencies,
including, without limiting the generality of the foregoing, the Fair Labor
Standards Act of 1938, as amended, and all valid rules and regulations issued
pursuant thereto.

     

    Without
limiting the generality of the foregoing, each Party will comply with the
regulations of the Environmental Protection Agency and any state laws or
regulations governing volatility; oxygenate requirements; reformulated or low
sulfur diesel fuel; reformulated gasoline; and motor fuel deposit control
additives.

     

    Seller
agrees to provide to Buyer, for each delivery of gasoline, a certificate of
analysis, delivery ticket, loading ticket, bill of lading, or other product
transfer document which (1) states the maximum Reid Vapor Pressure requirement
in effect at the time of delivery, and certifies that the Product is in
compliance with the requirements, (2) states the applicable range of oxygen
content requirements, and (3) contains all of the information required by the
EPA's reformulated gasoline and deposit control additive
regulations.

     

    Additionally,
the Seller will comply with the Federal Trade Commission's requirements for
gasoline octane certification under the Petroleum Marketing Practices Act and
certifies the accuracy of the octane rating(s) of any automotive gasoline(s)
described in the Specific Terms.

     

    17. BRAND PROTECTION: Product may
not be resold or otherwise disposed of by Buyer under the brand name of Seller
(or any name similar thereto) except with its written consent. If Buyer violates
this section, (in addition to any and all other rights it may have) Seller may
terminate the Contract without notice to Buyer or suspend deliveries until Buyer
ceases the violations.

     

    18. DRAWBACK: Seller reserves the
right to claim, receive, and retain drawbacks on imported duty-paid merchandise
used in the manufacture of Products it delivers. Whenever Products are exported,
the Buyer shall promptly notify the Seller and shall, on request, execute
drawback claim forms and assignments in favor of Seller to enable it to
establish its drawback rights under Custom Regulations.

     

    19. INSPECTION AND AUDIT: (a)
Unless otherwise provided in the Specific Terms, Seller will provide gauging,
sampling, and testing at no charge to Buyer. Each Party shall accord the other
the right to inspect the other Party's terminal and
transportation facilities, during regular business hours and at the expense of
the Party conducting the inspection, for the purpose of verifying compliance
with the Contract and with applicable laws, rules, and regulations. (b) Each
Party and its authorized representatives shall have access to
the books and records of the other Party relating to performance of the
Contract. Each Party shall have the right to audit those records at any
reasonable time, but not more than two times per year, during the term of the
Contract and for two year thereafter. The audited Party shall fully cooperate
with the auditing Party to accomplish the audit as expeditiously as possible.
(c) Either Party may retain outside auditors or inspectors whose costs and fees
shall be borne by the Party employing the outside auditor or inspector. Each
Party agrees to be bound by and shall cause any independent auditors or
inspectors to be bound by the confidentiality obligations contained herein.
Either Party may witness any inspection at its own expense.

     

    20. MATERIAL SAFETY
DATA SHEETS: Seller shall furnish to Buyer Material Safety Data Sheets
which provide warnings and safety and health information concerning the
Product(s). Buyer agrees to disseminate the information so as to warn of
possible hazards to all persons whom Buyer can reasonably foresee may be exposed
to the hazards including, without limitation, Buyer's employees, agents,
contractors, and customers. Buyer agrees to defend, indemnify, and hold harmless
Seller against all liability arising out of or in any way connected with its
failure to properly disseminate the warnings and information including, without
limitation, liability for injury, sickness, death, and property
damage.

     

    21. CONFLICTS OF
INTEREST: Each Party, in performing the Contract, shall maintain
appropriate business standards, procedures, and controls, including those
necessary to avoid any real -or
apparent impropriety or adverse impact on the interest of the other Party. Each
Party shall review its business standards with reasonable frequency during the
term of the Contract, including, without limitation, those related to the
activities of its employees and agents and their relations with the other
Party's employees, agents, and representatives and other third
parties.

     

    22.
CONFIDENTIALITY:

     

    A. During
the term of the Contract, the Parties may disclose to each other from time to
time certain business, technical, and other information concerning Products
which is privileged and confidential or which otherwise constitutes the trade
secrets of the Parties and which has been designated by the owner of the
information as confidential or proprietary (Confidential Information). The
Parties agree, for a period of five years to hold the Confidential Information
in the strictest confidence and to make no use of that information other than in
the performance of the Contract. Each Party agrees not to unnecessarily copy,
reproduce, or duplicate any Confidential Information and shall limit the
availability of and access to the information within its organization to
employees who have a need to know.

     

    B. The
Parties agree to take all necessary precautions to maintain the confidentiality
of Confidential Information and to prevent disclosure to third parties unless
the Party obtains the other Party's written consent to do
so.

     

           
C  Each Party agrees that, upon expiration or termination of the
Contract, it shall return to the other Party all documents or electronic data,
including any copies thereof, containing Confidential
Information.

     

    23. NOTICES: All
notices, consents, and other communications under the Contract shall be in
writing and shall be deemed to have been duly given (i) when delivered in
person, (ii) when received by fax (with acknowledgement of receipt), (iii) when
received by the addressee if sent by Express Mail, Federal Express, or other
express delivery service (receipt requested), (iv) five business days after
being placed in the United States mail, by first class postage or Registered or
certified mail, return receipt requested, or (v) by any other means as the
Parties may agree from time to time, in each case to the appropriate address as
designated by the Parties.

     

    24. APPLICABLE LAW:
The Contract shall be interpreted in accordance with the laws of the
State of Texas without regard to any choice of law rules. Notwithstanding
anything to the contrary, the Contract shall not be interpreted or applied so as
to require either party to do, or to refrain from doing, anything which would
constitute a violation of any U.S. laws or regulations.

     

    25. ENTIRETY-CHANGES:
The Contract comprises the entire agreement and supersedes all prior
representations and understandings between the parties concerning the subject
matter or in consideration hereof. No agreement amending, supplementing, or
partly or wholly terminating the Contract shall be binding on either Party
unless in writing executed by its authorized
representative.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


      FIRST AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL
DORADO REFINERY

       

      This
First Amendment, Frontier Products Offiake Agreement, El Dorado Refinery ("First
Amendment") by and between Frontier Oil and Refining Company, a Delaware
corporation ("FORC") and Eqiva Trading Company, a Delaware general partnership
("ETCo") is hereby made and entered into this 18th of
September 2000. FORC and ETCo are sometimes referred to herein individually as a
Party and collectively as the Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

       

      WHEREAS,
the Parties recognize that equal weekly deliveries within a month period covered
by a Monthly Product Forecast ("MPF") as stated in Section 4. (e) of the
Agreement is often not possible due to pipeline schedules and market demand
variability; and

       

      WHEREAS,
the Parties believe that making a monthly adjustment to the one week pricing
periods as provided in Schedules B, C, and D attached to the
Agreement will mitigate the effect of deliveries which are not made on an equal
weekly basis within a month covered by a MPF; and

       

      WHEREAS,
the Parties recognize that the most desirable pricing method is to utilize an
average of the market prices over a month period concurrent with the delivery of
the products (i.e. current month average pricing) and desire to change the
pricing method in the Agreement; and

       

      WHEREAS,
the Parties understand that converting to current month average pricing at this
time is not equitable to FORC because of the market price structure that has
benefited ETCo since the effective date of the original agreement;
and

       

      WHEREAS,
the Parties are willing to utilize a month average adjustment which lags the
deliveries until the Parties can agree to convert to current month average
pricing; and

       

      WHEREAS,
the Parties desire to make this First Amendment effective beginning with the
product delivered in August 2000; and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend the Agreement and covenant as follows:

       

      1.    PROVISIONAL
PRICING.

       

      
        	
                (a)  

              	
                The
      product pricing provisions in Schedules B, C, and D of the
      Agreement will be used as the weekly provisional
  prices.

              


      

       

      
        	
                (b)  

              	
                FORC
      will continue to invoice ETCo and ETCo will continue to make payments to
      FORC as provided in Section 7 of the Agreement utilizing the weekly
      provisional prices.

              


      


      2.    MONTHLY PRICE
ADJUSTMENT.

       

      
        	
                (a)  

              	
                On
      the fifth working day of the month following the delivery month FORC will
      calculate the monthly price adjustment and transmit an invoice or credit
      memo to ETCo.

              


      

       

      
        	
                (b)  

              	
                Payment
      will be made by the owing Party, by electronic funds transfer, within two
      Business Days of receipt of the invoice to an account at a bank nominated
      by the receiving Party.

              


      

       

      
        	
                (c)  

              	
                The
      average monthly price for each product is calculated by weighting the
      provisional price for each delivery period on a percentage basis as the
      provisional price applies to the days in each delivery
    month.

              


      

       

       (i)
For example the weighting given to each price period to calculate an
averagemonthly
price for a product delivered in August of 2000 is as follows:

      (1) 22.58% or
7/31 of the July 24 through July 28 price period,

      (2) 22.58% or
7/31 of the July 31 through August 4 price period,

      (3) 22.58% or
7/31 of the August 7 through August 11 price period,

      (4) 22.58% or
7/31 of the August 14 through August 18 price period, and

      (5) 9.68% or
3/31 of the August 21 through August 25 price period.

       

       (ii)
The average monthly price for each product in August is calculated by applying
the weighting as shown in 2.(c)(i) in Attachment A.

       

       (iii)
As a further example the weighting given to each price period to calculate an
average
monthly price for a product delivered in September of 2000 is as
follows:

      (1) 13.33% or
4/30 of the August 21 through August 25 price period,

      (2) 23.33% or
7/30 of the August 28 through September 1 price period,

      (3) 23.33% or
7/30 of the September 4 through September 8 price period,

      (4) 23.33% or
7/30 of the September 11 through September 15 price period, and

      (5) 16.68% or
5/30 of the September 18 through September 22 price period.

       

      
        	
                (d)

              	
                The
      weighting given to each price period to calculate an average monthly price
      for a product delivered in each month subsequent to September 2000 will
      follow the conventions exemplified in paragraphs c(i) and c(iii)
      above.

              


      

       

      
        	
                (e)

              	
                The
      monthly product price adjustment is the difference between the price
      invoiced using the provisional pricing and the average monthly price for
      an individual product.

              


      

       

      
        	
                (f)

              	
                The
      monthly price adjustment is the sum of the monthly product price
      adjustments.

              


      

       

      
        	
                (g)

              	
                If
      the monthly price adjustment for August 2000 is in the favor of ETCo, the
      adjustment is limited to
$500,000.

              


      


      3.    EFFECTIVE
DATE

       

      This
First Amendment to product pricing set forth in Schedules B, C, and D of the
Agreement, which changes the method of calculating prices, will be effective
beginning with the product delivered in August 2000 and compliance with the
terms and conditions of this First Amendment shall be effective on the date of
execution by the Parties; provided, however, compliance with 2(a) above by FORC
shall be extended by two (2) business days after execution by both
parties.

       

      Except as
explicitly stated herein, no other provisions of the Agreement are affected by
the First Amendment and they remain in full force and effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

       

      Frontier
Oil and Refining
Company                                                                                     Equiva
Trading Company

       

      


      By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

      Name      James R.
Gibbs                                                      
Name           Ronald L.
Andrews

      Title        President &
CEO                                                      Title           VP-Products


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
A

       

      FRONTIER
REFINING & MARKETING INC.

      Schedule
of Platt's Weekly High/Low Mean Calculation 

      August
1 - 31, 2000 Liftings Prices

       

      
        	
                Date

              	
                Unleaded
      Average

              	
                Premium

                Average

              	
                HSD

                Average

              	
                LSD

                Average

              	
                Jet
      Fuel

                Low

              	 
      	
                Weighting

              
	
                24-Jul-00

              	
                75.00

              	
                78.00

              	
                76.625

              	
                77.000

              	
                79.75

              	 
      	 
      
	
                25-Jul-00

              	
                76.75

              	
                79.75

              	
                77.500

              	
                77.750

              	
                80.00

              	 
      	 
      
	
                26-Jul-00

              	
                77.25

              	
                80.50

              	
                78.250

              	
                78.750

              	
                80.25

              	 
      	 
      
	
                27-Jul-00

              	
                78.50

              	
                81.75

              	
                79.125

              	
                79.625

              	
                81.00

              	 
      	 
      
	
                28-Jul-00

              	
                78.75

              	
                82.00

              	
                79.375

              	
                80.000

              	
                81.25

              	
                effective

              	 
      
	 
      	
                77.2500

              	
                80.4000

              	
                78.1750

              	
                78.6250

              	
                80.4500

              	
                08/01-08/07

              	
                7/31
      Days

              
	
                Day
      Weighted

              	
                17.4435

              	
                18.1548

              	
                17.6524

              	
                17.7540

              	
                18.1661

              	 
      	 
      
	
                31-Jul-00

              	
                78.50

              	
                81.63

              	
                80.500

              	
                81.750

              	
                82.50

              	 
      	 
      
	
                1-Aug-00

              	
                81.25

              	
                84.38

              	
                79.125

              	
                80.125

              	
                81.25

              	 
      	 
      
	
                2-Aug-00

              	
                79.75

              	
                83.00

              	
                80.375

              	
                81.250

              	
                82.75

              	 
      	 
      
	
                3-Aug-00

              	
                79.25

              	
                82.50

              	
                81.375

              	
                82.125

              	
                83.00

              	 
      	 
      
	
                4-Aug-00

              	
                80.88

              	
                84.25

              	
                83.750

              	
                84.500

              	
                85.25

              	
                effective

              	 
      
	 
      	
                79.9250

              	
                83.1500

              	
                81.0250

              	
                81.9500

              	
                82.9500

              	
                08/08-08/14

              	
                7131
      Days

              
	
                Day
      Weighted

              	
                18.0476

              	
                18.7758

              	
                18.2960

              	
                18.5048

              	
                18.7306

              	 
      	 
      
	
                7-Aug-00

              	
                79.75

              	
                82.75

              	
                80.125

              	
                80.875

              	
                81.75

              	 
      	 
      
	
                8-Aug-00

              	
                81.00

              	
                84.00

              	
                82.000

              	
                82.750

              	
                83.50

              	 
      	 
      
	
                9-Aug-00

              	
                84.38

              	
                87.38

              	
                85.375

              	
                86.125

              	
                87.00

              	 
      	 
      
	
                10-Aug-00

              	
                89.25

              	
                92.00

              	
                87.625

              	
                88.125

              	
                89.75

              	 
      	 
      
	
                11-Aug-00

              	
                86.13

              	
                88.75

              	
                86.250

              	
                87.000

              	
                88.75

              	
                effective

              	 
      
	 
      	
                84.1000

              	
                86.9750

              	
                84.2750

              	
                84.9750

              	
                86.1500

              	
                08/15-08/21

              	
                7/31
      Days

              
	
                Day
      Weighted

              	
                18.9903

              	
                19.6395

              	
                19.0298

              	
                19.1879

              	
                19.4532

              	 
      	 
      
	
                14-Aug-00

              	
                87.38

              	
                90.13

              	
                88.125

              	
                88.875

              	
                90.25

              	 
      	 
      
	
                15-Aug-00

              	
                87.38

              	
                90.13

              	
                87.500

              	
                88.250

              	
                89.50

              	 
      	 
      
	
                16-Aug-00

              	
                87.75

              	
                90.50

              	
                88.500

              	
                89.125

              	
                89.25

              	 
      	 
      
	
                17-Aug-00

              	
                88.25

              	
                90.50

              	
                90.000

              	
                90.500

              	
                91.25

              	 
      	 
      
	
                18-Aug-00

              	
                88.00

              	
                90.25

              	
                91.250

              	
                91.750

              	
                92.00

              	
                effective

              	 
      
	 
      	
                87.7500

              	
                90.3000

              	
                89.0750

              	
                89.7000

              	
                90.4500

              	
                08/22-08128

              	
                7/31
      Days

              
	
                Day
      Weighted

              	
                19.8145

              	
                20.3903

              	
                20.1137

              	
                20.2548

              	
                20.4242

              	 
      	 
      
	
                21-Aug-00

              	
                89.50

              	
                91.75

              	
                93.500

              	
                94.000

              	
                94.50

              	 
      	 
      
	
                22-Aug-00

              	
                87.00

              	
                89.25

              	
                90.875

              	
                91.375

              	
                92.50

              	 
      	 
      
	
                23-Aug-00

              	
                88.00

              	
                90.13

              	
                95.000

              	
                95.500

              	
                97.75

              	 
      	 
      
	
                24-Aug-00

              	
                90.00

              	
                92.13

              	
                95.000

              	
                96.000

              	
                97.00

              	 
      	 
      
	
                25-Aug-00

              	
                90.50

              	
                92.50

              	
                97.000

              	
                97.750

              	
                98.75

              	
                effective

              	 
      
	 
      	
                89.0000

              	
                91.1500

              	
                94.2750

              	
                94.9250

              	
                96.1000

              	
                08/29-08/31

              	
                3/31
      Days

              
	
                Day
      Weighted

              	
                8.6129

              	
                8.8210

              	
                9.1234

              	
                9.1863

              	
                9.3000

              	 
      	 
      
	
                August
      Avg Mth Day Wtd

              	
                82.9089

              	
                85.7815

              	
                84.2153

              	
                84.8879

              	
                86.0742

              	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



      SECOND AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL
DORADO REFINERY

       

      This
Second Amendment, Frontier Products Offtake Agreement, El Dorado Refinery
("Second Amendment") by and between Frontier Oil and Refining Company, a
Delaware corporation ("FORC") and Equiva Trading Company, a Delaware general
partnership ("ETCo") is hereby made and entered into this 21st day of
September 2000. FORC and ETCo are sometimes referred to herein individually as a
Party and collectively as the Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offiake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offlake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties recognize that negotiating a price for #1 Fuel Oil each month is not
an effective or efficient method to price #1 Fuel Oil; and

       

      WHEREAS,
the Parties believe that utilizing a market price indication published by a
third party is desirable; and

       

      WHEREAS,
the Parties desire to use a monthly price adjustment for #1 Fuel Oil that is
computed in the same manner as the products in Schedules B, C and D of the
Agreement; and

       

      WHEREAS,
the Parties desire to make this Second Amendment effective beginning with the
product delivered in October 2000; and

       

      NOW
THEREFORE, in
consideration of the mutual promises and covenants set forth below the Parties
agree to amend the Agreement and covenant as follows:

       

      1.    PROVISIONAL
PRICING FOR #1 FUEL OIL.

       

      (a)           The
product pricing provision in Schedules E of the Agreement is replaced by the
following
provision and will be used as the weekly provisional prices:

       

      Product Pricing —
ETCo will pay Frontier the mean of the prior week's weekly average low and high
price for #1 Fuel Oil, which is quoted by Platt's Oil Service as Low Sulfur Jet
Fuel for Group 3 in cents per gallon FOB custody transfer point, plus 0.35 cents
per gallon. ETCo will pay Frontier an additional 0.40 cents per gallon for
deliveries to the El Dorado truck rack. The previous week's mean shall be
calculated as the arithmetic average of the Platt's effective low and high
quotes for Low Sulfur Jet Fuel in Group 3 for Monday through Friday of the
previous week and shall be effective for deliveries from Tuesday of the current
week though Monday of the next week.


      2.   MONTHLY
PRICE ADJUSTMENT FOR #1 FUEL OIL.

       

      (a)           The
monthly price adjustment for #1 Fuel Oil will be computed in the same manner as
provided
in paragraph 2 of the First Amendment for products in Schedules B, C, and D of
the Agreement.

       

      3.   EFFECTIVE
DATE

       

      This
Second Amendment to product pricing set forth in Schedule E of the Agreement,
which changes the method of calculating prices for #1 Fuel Oil, will be
effective beginning with the product delivered in October 2000.

       

      Except as
explicitly stated herein, no other provisions of the Agreement or First
Amendment
are affected by the Second Amendment and they remain in full force and
effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

      


       

      Frontier
Oil and Refining
Company                                                                                     Equiva
Trading Company

       

      


      By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

      Name      James R.
Gibbs                                                                        Name         Ronald L.
Andrews

      Title        President &
CEO                                                      Title          VP-Products

       

       

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        THIRD AMENDMENT

        FRONTIER
PRODUCTS OFFTAKE AGREEMENT

        EL
DORADO REFINERY

         

        This
Third Amendment, Frontier Products Offtake Agreement, El Dorado Refinery ("Third
Amendment") by and between Frontier Oil and Refining Company, a Delaware
corporation ("FORC") and Equiva Trading Company, a Delaware general partnership
("ETCo") is hereby made and entered into this 19th of
December, 2000. FORC and ETCo are sometimes referred to herein individually as a
Party and collectively as the Parties.

         

        WITNESSETH:

         

        WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

         

        WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th
day of September, 2000 (hereinafter referred to as the "First Amendment");
and

         

        WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21St
day of September, 2000 (hereinafter referred to as the "Second Amendment");
and

         

        WHEREAS,
the Parties recognize that FORC requires distribution flexibility to balance the
refinery supply to the market demand; and

         

        WHEREAS,
the Parties recognize that the table of "Frontier Retained Volumes" in Schedule
A: OFF-TAKE
VOLUMES does not provided the distribution flexibility required to
balance supply and demand in the FORC system; and

         

        WHEREAS,
the Parties desire to amend the table of "Frontier Retained Volumes" in Schedule
A: OFF-TAKE
VOLUMES for only the year 2001 to allow FORC to receive 1,000 BPD of
gasoline at the El Dorado Refinery and distribute this volume to balance supply
and demand; and

         

        WHEREAS,
the Parties desire to make this Third Amendment effective beginning with the
product delivered in January 2001; and

         

        NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend the Agreement and covenant as follows:

         

        
          	
                   
      

                	
                  1.

                	
                  DELIVERY
      AND NOMINATION

                


        

         

        (a)    The volume of
gasoline which FORC will receive during 2001 at the El Dorado Refinery
an
be delivered to any pipeline in accordance with paragraph 4 (h) of the Agreement
or delivered from the El Dorado refinery rack.

         

        
          	
                   
      

                	
                  2.

                	
                  SCHEDULE
      A

                


        

         

        Replace the table of FRONTIER RETAINED
VOLUMES with the following table:

         

        FRONTIER
RETAINED VOLUMES (BPD)

         

        
          	 
      	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                	
                  Year

                
	 
      	
                  2000

                	
                  2001

                	
                  2002

                	
                  2003

                	
                  2004

                	
                  2005

                	
                  2006

                	
                  2007

                	
                  2008

                	
                  2009+

                
	
                  Mogas:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Denver/Colorado
      Springs

                	
                  2,000

                	
                  2,750

                	
                  3,500

                	
                  4,250

                	
                  5,000

                	
                  5,750

                	
                  6,500

                	
                  7,250

                	
                  9,000

                	
                  9,750

                
	
                  KansasCity
      Pipeline

                	
                  825

                	
                  1,850

                	
                  2,850

                	
                  3,900

                	
                  4,850

                	
                  5,800

                	
                  6,750

                	
                  7,500

                	
                  8,500

                	
                  9,500

                
	
                  Kaneb
      & Williams Pipelines

                	
                  475

                	
                  1,100

                	
                  3,650

                	
                  5,250

                	
                  6,900

                	
                  8,450

                	
                  10,000

                	
                  11,750

                	
                  12,250

                	
                  13,750

                
	
                  El
      Dorado Refinery

                	
                  0

                	
                  1,000

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                
	
                  Subtotal
      Mogas

                	
                  3,300

                	
                  6,700

                	
                  10,000

                	
                  13,400

                	
                  16,750

                	
                  20,000

                	
                  23,250

                	
                  26,500

                	
                  29,750

                	
                  33,000

                
	
                  Diesel:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Denver/Colorado
      Springs

                	
                  500

                	
                  1,000

                	
                  1,500

                	
                  2,000

                	
                  2,500

                	
                  3,000

                	
                  3,500

                	
                  4,000

                	
                  4,500

                	
                  5,000

                
	
                  KansasCity
      Pipeline

                	
                  400

                	
                  800

                	
                  1,250

                	
                  1,650

                	
                  2,100

                	
                  2,500

                	
                  2,900

                	
                  3,400

                	
                  3,800

                	
                  4,300

                
	
                  Kaneb
      & Williams Pipeline

                	
                  800

                	
                  1,500

                	
                  2,250

                	
                  2,950

                	
                  3,650

                	
                  4,500

                	
                  5,350

                	
                  6,100

                	
                  6,950

                	
                  7,700

                
	
                  Subtotal
      Diesel

                	
                  1,700

                	
                  3,300

                	
                  5,000

                	
                  6,600

                	
                  8,250

                	
                  10,000

                	
                  11,750

                	
                  13,500

                	
                  15,250

                	
                  17,000

                
	
                  Total
      Volume

                	
                  5,000

                	
                  10,000

                	
                  15,000

                	
                  20,000

                	
                  25,000

                	
                  30,000

                	
                  35,000

                	
                  40,000

                	
                  45,000

                	
                  50,000

                


        

        


         

        3.    EFFECTIVE
DATE

         

        This
Third Amendment to the table of Frontier Retained Volumes included in Schedule A
of the Agreement and the ability to distribute the 1,000 BPD as required to
balance supply and demand, will be effective beginning with the product
delivered in January 2001.

         

        Except as
explicitly stated herein, no other provisions of the Agreement, the First
Amendment or the Second Amendment are affected by the Third Amendment and they
remain in full force and effect.

         

        In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

         

        Frontier
Oil and Refining
Company                                                                                        Equiva
Trading Company

         

        


        By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

        Name      James R.
Gibbs                                                      
Name           Ronald L.
Andrews

        Title        President &
CEO                                                      Title     
     VP-Products/Feedstocks

         

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FOURTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Fourth Amendment, Frontier Products Offtake Agreement, El Dorado Refinery
("Fourth Amendment") by and between Frontier Oil and Refining Company, a
Delaware corporation ("FORC") and Equiva Trading Company, a Delaware general
partnership ("ETCo") is hereby made and entered into this 22nd day of
February 2001. FORC and ETCo are sometimes referred to herein individually as a
Party and collectively as the Parties.

       

      WITNES
SETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties recognize that FORC requires distribution flexibility to balance the
refinery supply to the market demand; and

       

      WHEREAS,
the Parties recognize that ETCo desires to eliminate the exchange delivery to
FORC in Denver and Colorado Springs which requires FORC to nominate and ship on
the Chase Pipeline; and

       

      WHEREAS,
the Parties desire to amend the table of "Frontier Retained Volumes" in Schedule
A: OFF-TAKE
VOLUMES as amended by the Third Amendment and replace Schedule A of the
Agreement; and

       

      WHEREAS,
the Parties desire to make this Fourth Amendment effective beginning with the
product delivered in March 2001; and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend the Agreement, as amended as follows:

       

      1.    DELIVERY AND
NOMINATION

       

      (a)    The FORC
retained volumes can be delivered to any pipeline in accordance with
paragraph
4 (h) of the Agreement or delivered from the El Dorado refinery
rack.


      (b)    Amend
paragraph 4 (f) by deleting paragraph 4 (0 in the Agreement and replacing it
with the
following:

       

      (f) The
exchange deliveries from ETCo to FORC in Denver and Colorado Springs
will be
reduced by 375 barrels per day each month beginning in March 2001 until the ETCo
exchange obligation is eliminated after December 2001.

       

      2.    SCHEDULE
A

       

      Amend
Schedule A in the Agreement and replace the table of FRONTIER RETAINED VOLUMES
in the Third Amendment as follows:

       

      SCHEDULE
A

       

      Volume
Commitments-ETCo will purchase 100% of the quantity of Mogas and Diesel
as specified in each month's MPF. Frontier shall be entitled to retain the
quantities of Mogas and Diesel specified below for the years indicated and any
amounts in excess of each month's MPF.

       

      FRONTIER
RETAINED VOLUMES (BPD)

      
        	 
      	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              
	 
      	
                2000

              	
                2001

              	
                2002

              	
                2003

              	
                2004

              	
                2005

              	
                2006

              	
                2007

              	
                2008

              	
                2009+

              
	
                Mogas:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Denver/Colorado
      Springs

              	
                2,000

              	
                Note
      #1

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                KansasCity
      Pipeline

              	
                825

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                Kaneb
      & Williams Pipelines

              	
                475

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                El
      Dorado Refinery

              	
                0

              	
                6,700

              	
                10,000

              	
                13,400

              	
                16,750

              	
                20,000

              	
                23,250

              	
                26,500

              	
                29,750

              	
                33,000

              
	
                Subtotal
      Mogas

              	
                3,300

              	
                6,700

              	
                10,000

              	
                13,400

              	
                16,750

              	
                20,000

              	
                23,250

              	
                26,500

              	
                29,750

              	
                33,000

              
	
                Diesel:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Denver/Colorado
      Springs

              	
                500

              	
                Note
      #1

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                KansasCity
      Pipeline

              	
                400

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                Kaneb
      & Williams Pipeline

              	
                800

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                El
      Dorado Refinery

              	 
      	
                3,300

              	
                5,000

              	
                6,600

              	
                8,250

              	
                10,000

              	
                11,750

              	
                13,500

              	
                15,250

              	
                17,000

              
	
                Subtotal
      Diesel

              	
                1,700

              	
                3,300

              	
                5,000

              	
                6,600

              	
                8,250

              	
                10,000

              	
                11,750

              	
                13,500

              	
                15,250

              	
                17,000

              
	
                Total
      Volume

              	
                5,000

              	
                10,000

              	
                15,000

              	
                20,000

              	
                25,000

              	
                30,000

              	
                35,000

              	
                40,000

              	
                45,000

              	
                50,000

              


      

      


       

      Note #1:
The 2,750 barrels per day of Mogas and the 1,000 barrels per day of Diesel
designated for exchange delivery by ETCo to FORC in Denver and Colorado Springs
shall be reduced by a combined volume of 375 barrels per day each month
beginning March 2001 until the total exchange obligation is eliminated at the
end of December 2001.

       

      ETCo
shall nominate their deliveries of #1 Fuel Oil and Premium Diesel by the 15th of the
month prior to delivery. ETCo shall receive minimum monthly volumes in MBBLs as
follows:

       

      


      
        	 
      	
                Jan

              	
                Feb

              	
                Mar

              	
                Apr

              	
                May

              	
                Jun

              	
                Jul

              	
                Aug

              	
                Sep

              	
                Oct

              	
                Nov

              	
                Dec

              
	
                #1
      FO

              	
                90

              	
                50

              	
                20

              	
                5

              	
                5

              	
                5

              	
                5

              	
                5

              	
                20

              	
                50

              	
                75

              	
                90

              
	
                Prem
      Dsl

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                5

              	
                5

              	
                5

              	
                0

              	
                0

              	
                0

              	
                0

              


      

      


       

      If
Frontier's production of 41 Fuel Oil and Premium Diesel is insufficient to meet
ETCo's nomination, the
volume of #1 Fuel Oil and Premium Diesel shall be prorated to the total product
volumes (equal to the total of
the volume delivered to ETCo and the volume retained by Frontier) over the
previous ninety days activity.

       

      3.    EFFECTIVE
DATE

       

      This
Fourth Amendment to the Agreement will be effective beginning with the product
delivered in March 2001.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, the First
Amendment, the Second Amendment, or the Third Amendment are affected by the
Fourth Amendment, and they remain in full force and effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

       

      Frontier
Oil and Refining
Company                                                                                    Equiva
Trading Company

       

      


      By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

      Name      James R.
Gibbs                                                      Name            Ronald L.
Andrews

      Title        President &
CEO                                                      Title           VP-Products/Feedstocks

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      FIFTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Fifth Amendment, Frontier Products Offtake Agreement, El Dorado Refinery ("Fifth
Amendment") by and between Frontier Oil and Refining Company, a Delaware
corporation ("FORC") and EquivaTrading Company, a Delaware general partnership
("ETCo") is hereby made and entered into this 14th day of
August 2001.  FORC and ETCo are sometimes referred to herein
individually as a Party and collectively as the Parties.

       

      WTTNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21St day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
February, 2001 (hereinafter referred to as the "Fourth Amendment");
and

       

      WHEREAS,
the Parties desire to convert to a current month average pricing for mogas and
diesel that prices these products concurrent with the month of delivery, and
desire to change the pricing method in paragraph 2 of the First
Amendment;

       

      WHEREAS,
the Parties recognize that to convert to current month average pricing requires
an amendment to only paragraph 2 Monthly Price Adjustment, of the First
Amendment; and

       

      WHEREAS,
the Parties desire to make this Fifth Amendment effective beginning with the
product delivered in August 2001.

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend the Agreement, as amended, as follows:

       

      The following is substituted
for paragraph 2, Monthly Pricing Adjustment, in the First
Amendment:

      



      MONTHLY
PRICE ADJUSTMENT

       

      A.     Avjet

       

      (a) On
the fifth working day of the month following the delivery month FORC will
calculate
the monthly price adjustment and transmit an invoice or credit memo to
ETCo.

       

      (b)
Payment will be made by the owing Party to an account at a bank nominated by
the
receiving Party, by electronic funds transfer, within two Business Days of
receipt of the invoice.

       

      (c) The
average monthly price for Avjet is calculated by weighting the provisional
price for
each delivery period on a percentage basis as the provisional price applies to
the days in each delivery month.

       

      (i) For
example the weighting given to each price period to calculate an average
monthly price for the product delivered in August of 2000 is as
follows:

      (1)          22.58%
or 7/31 of the July 24 through July 28 price period,

      (2)          22.58%
or 7/31 of the July 31 through August 4 price period,

      (3)          22.58%
or 7/31 of the August 7 through August 11 price period,

      (4)          22.58%
or 7/31 of the August 14 through August 18 price period, and

      (5)          9.68%
or 3/31 of the August 21 through August 25 price period.

       

      (ii) The
average monthly price for Avjet in August is calculated by applying the
weighting as shown in A(c)(i) above to Attachment A of the First
Amendment.

       

      (iii) As
a further example the weighting given to each price period to calculate
an average monthly price for the product delivered in September of 2000 is as
follows:

      (1)          13.33%
or 4/30 of the August 21 through August 25 price period,

      (2)          23.33%
or 7/30 of the August 28 through September 1 price period,

      (3)          23.33%
or 7/30 of the September 4 through September 8 price period,

      (4)          23.33%
or 7/30 of the September 11 through September 15 price period, and

      (5)          16.68%
or 5/30 of the September 18 through September 22 price period.

       

      (d) The
weighting given to each price period to calculate an average monthly
price for the
product delivered in each month subsequent to September 2000 will follow the
conventions exemplified in paragraphs A(c)(i), and A(c)(iii) above.

       

      (e) The
monthly Avjet price adjustment is the difference between the price invoiced
using the
provisional pricing and the average monthly price for Avjet as calculated in
paragraph A(c) above.

       

      B.     Mogas

       

        
(a)     On the fifth working
day of the month following the delivery month FORC will calculate
the monthly price adjustment and transmit an invoice or credit memo to
ETCo.

      


      
        	
                 
      

              	
                (b)

              	
                Payment
      will be made by the owing Party to an account at a bank nominated by the
      receiving Party, by electronic funds transfer, within two Business Days of
      receipt of the invoice.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      average monthly price for each grade of mogas is the arithmetic average of
      the daily mean quotes, posted days only, during the delivery month. A
      daily mean quote is the average daily quoted low and high price for each
      grade of mogas as published by Platt's Oil Service for Group 3, FOB the
      custody transfer point, plus the differentials detailed in Schedule B of
      the Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      monthly price adjustment for mogas is the difference between the price
      invoiced using the provisional pricing and the average monthly price for a
      grade of mogas as calculated in paragraph B(c)
  above.

              


      

       

      C.     Diesel

       

      
        	
                 
      

              	
                (a)

              	
                On
      the fifth working day of the month following the delivery month FORC will
      calculate the monthly price adjustment and transmit an invoice or credit
      memo to ETCo.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Payment
      will be made by the owing Party, to an account at a bank nominated by the
      receiving Party, by electronic funds transfer, within two Business Days of
      receipt of the invoice.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      average monthly price for each grade of diesel is the arithmetic average
      of the daily mean quotes, posted days only, during the delivery month. A
      daily mean quote is the average daily quoted low and high price for each
      grade of diesel as published by Platt's Oil Service for Group 3, FOB the
      custody transfer point, plus the differentials detailed in Schedule C of
      the Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      monthly price adjustment for diesel is the difference between the price
      invoiced using the provisional pricing and the average monthly price for a
      grade of diesel as calculated in paragraph C(c)
  above.

              


      

       

      2.    EFFECTIVE
DATE

       

      This
Fifth Amendment to price mogas and diesel concurrent with the delivery period
for the products will be effective beginning with the product delivered in
August 2001.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, the First
Amendment, the Second Amendment the Third Amendment or the Fourth Amendment are
affected by the Fifth Amendment and they remain in full force and
effect.

       

       

      Frontier
Oil and Refining
Company                                                                            
       Equiva Trading Company

       

      


      By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

      Name      James R.
Gibbs                                                      
Name           Ronald L.
Andrews

      Title      
 President &
CEO                                                      Title           VP-Products/Feedstocks

      



      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      SIXTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Sixth Amendment, Frontier Products Offtake Agreement, El Dorado Refinery ("Sixth
Amendment") by and between Frontier Oil and Refining Company, a Delaware
corporation ("FORC") and Equiva Trading Company, a Delaware general partnership
("ETCo") is hereby made and entered into this 5th day of
November 2001. FORC and ETCo are sometimes referred to herein individually as a
Party and collectively as the Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21't day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
February, 2001 (hereinafter referred to as the "Forth Amendment");
and

       

      WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 1411I day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

       

      WHEREAS,
the Parties desire to modify the current month average pricing for mogas and
diesel in order to assure more accurate average monthly price; and

       

      WHEREAS,
the Parties recognize that to modify the current month average pricing requires
an amendment to only Paragraphs B for mogas and C for diesel of the Monthly
Price Adjustment paragraph in the Fifth Amendment, and

       

      WHEREAS,
the Parties desire to make this Sixth Amendment effective beginning with the
product delivered in November 2001; and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of the Fifth Amendment and to covenant as
follows:

      


      The following is added to
Paragraph B of the Monthly Price Adjustment paragraph in the Fifth Amendment

       

      (e)    In the event
Platt's Oil Service "temporarily suspends" publication of a price for mogas
in Group
3, the daily mean quote will be interpolated. The interpolated daily quote is
the arithmetic average of the daily mean quote for the day immediately before
and the day immediately after the day for which the price is interpolated.
Platt's Oil Service is deemed to "temporarily suspend" publication if Platt's
Oil Service does not publish a price for Group 3 for a minimum of one up to four
consecutive days, excluding weekends and holidays. Holidays are defined as days
designated by Platt's Oil Service as holidays prior to the beginning of each
calendar year. If Platt's Oil Service does not publish a price for Group 3 for
five or more consecutive days, other than weekends or holidays, then Platt's Oil
Service is deemed to have ceased publication of the price and Section 3(a) of
the Agreement applies.

       

      The following is added to
Paragraph C of the Monthly Price Adjustment paragraph in the Fifth Amendment

       

       

      (e)    In the event
Platt's Oil Service "temporarily suspends" publication of a price for diesel in
Group 3,
the daily mean quote will be interpolated. The interpolated daily quote is the
arithmetic average of the daily mean quote for the day immediately before and
the day immediately after the day for which the price is interpolated. Platt's
Oil Service is deemed to "temporarily suspend" publication if Platt's Oil
Service does not publish a price for Group 3 for a minimum of one up to four
consecutive days, excluding weekends and holidays. Holidays are defined as days
designated by Platt's Oil Service as holidays prior to the beginning of each
calendar year. If Platt's Oil Service does not publish a price for Group 3 for
five or more consecutive days, other than weekends or holidays, then Platt's Oil
Service is deemed to have ceased publication of the price and Section 3(a) of
the Agreement applies.

       

      EFFECTIVE
DATE

       

      This
Sixth Amendment will be effective beginning with the product delivered in
November 2001.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment or
the Fifth Amendment are affected by the Sixth Amendment and they remain in full
force and effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

       

      Frontier
Oil and Refining
Company                                                                                     Equiva
Trading Company

       

      


      By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

      Name      James R.
Gibbs                                                      
Name           Ronald L.
Andrews

      Title        President &
CEO                                                      Title           VP-Products/Feedstocks

    

    
      


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        SEVENTH AMENDMENT

        FRONTIER
PRODUCTS OFFTAKE AGREEMENT

        EL
DORADO REFINERY

         

        This
Seventh Amendment, Frontier Products Offtake Agreement, El Dorado Refinery
("Seventh Amendment") by and between Frontier Oil and Refining Company, a
Delaware corporation ("FORC") and Equiva Trading Company, a Delaware general
partnership ("ETCo") is hereby made and entered into this 22nd day of
April 2002.  FORC and ETCo are sometimes referred to herein
individually as a Party and collectively as the Parties.

         

        WITNESSETH:

         

        WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated as of October 19, 1999 (hereinafter referred to as "the
Agreement") and desire to amend certain provisions of the Agreement;
and

         

        WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

         

        WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

         

        WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the I9th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

         

        WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of February, 2001 (hereinafter referred to as
the "Forth Amendment"); and

         

        WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

         

        WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

         

        WHEREAS,
the Parties desire to modify the pricing of 7.0 psi RVP 87 and 91 octane mogas
for delivery to Kansas City Pipeline and into Williams Pipeline during the
summer gasoline season; and

         

        WHEREAS,
the Parties recognize that to modify the pricing of 7.0 psi RVP 87 and 91 octane
mogas for delivery into Kansas City Pipeline and into Williams Pipeline during
the summer gasoline season requires an amendment to only Schedule B for mogas;
and

         

        WHEREAS,
the Parties desire to make this Seventh Amendment effective beginning with the
product delivered in April 2002; and

         

        NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties
agree to amend a portion of the Agreement and to covenant as
follows:

        


        


        The following change in the
pricing of 87 octane mogas (7.0  psi RVP) for delivery into Kansas
City Pipeline
or into Williams Pipeline during the summer season is made to Schedule B Mogas
in the
Agreement:

         

        
          	
                   
      

                	
                  Ni
      Grade, 7.0 psi RVP, into Kansas City Pipeline or Williams Pipeline (Octane
      87 - Summer) Gasoline Base Price + 2.40
cpg

                


        

         

        The following change in the
pricing of 91 octane mogas (7.0 psi RVP) for delivery to Kansas City Pipeline or
into Williams Pipeline during the summer season is made to Schedule B Mogas in
the Agreement:

         

        A1 Grade,
7.0 psi RVP, into Kansas City Pipeline or Williams Pipeline (Octane 91-
Summer)   Gasoline Base Price + 2.40 cpg

         

        EFFECTIVE
DATE

         

        This
Seventh Amendment will be effective beginning with the product delivered in
April 2002.

         

        Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Seventh Amendment and they remain in full force
and effect.

         

        In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

         

        


         

        Frontier
Oil and Refining
Company                                                                                       Equiva
Trading Company

         

        


        By           /s/ James R.
Gibbs                                                      By           /s/ Ronald L.
Andrews

        Name      James R.
Gibbs                                                      
Name           Ronald L.
Andrews

        Title        President &
CEO                                                      Title           VP-Products/Feedstocks




        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EIGHTH AMENDMENT

        FRONTIER
PRODUCTS OFFTAKE AGREEMENT

        EL DORADO
REFINERY

         

        This
Eighth Amendment to the Frontier Products Offtake Agreement, El Dorado Refinery
("Eighth Amendment") by and between Frontier Oil and Refining Company, a
Delaware corporation ("FORC") and Shell Oil Products US (SOPUS), assignee of
Equiva Trading Company ("ETCo") is made and entered into this 30th day of May
2003. FORC and SOPUS are sometimes referred to herein individually as a Party
and collectively as the Parties.

         

        WITNESSETH:

         

        WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

         

        WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

         

        WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

         

        WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

         

        WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
February, 2001 (hereinafter referred to as the "Fourth Amendment");
and

         

        WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

         

        WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

         

        WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
April 2002 (hereinafter referred to as the "Seventh Amendment");
and

         

        WHEREAS,
the Parties desire to modify the volume of Avjet that FORC commits to supply and
that SOPUS commits to purchase and to modify the term of the commitment for
Avjet produced; and

         

        WHEREAS,
the Parties recognize that to modify the volume commitment and term of the
commitment for Avjet products in the Agreement requires an amendment to only
Schedule D for Avjet; and

         

        WHEREAS,
the Parties desire to make this Eighth Amendment effective beginning with the
product delivered June 1, 2003; and



        NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of the Agreement and to covenant as
follows:

         

        
          	
                   
      

                	
                  In
      Schedule D, AVJET, Volume
      Commitments is changed to read: 

                   

                  1.
      Volume Commitments for Avjet.

                


        

         

        
          	
                   
      

                	
                  (a)
      The volume commitments provision in Schedule D of the Agreement is
      replaced by the following
provision:

                


        

         

        Volume
Commitments - FORC commits to supply and SOPUS commits to purchase 100% of the
quantity of Avjet, without regard to the MPF, as follows:

         

        
          	
                   
      

                	
                  i.

                	
                  From
      the date hereof until December 31, 2005, the contract volume shall be
      6,000-8,000 bpd, unless the Parties mutually agree in writing to a change
      in the contract volume: and

                


        

         

        
          	
                   
      

                	
                  ii.

                	
                  From
      January 1, 2006 until November 17, 2014, the contract volume of 6,000 to
      8,000 bpd shall automatically rollover on a month-to-month evergreen basis
      unless either Party gives 180 days written notice to the other Party of
      their intent to change the contract volume or terminate the Agreement with
      respect to Avjet.

                


        

         

        Due to
the long-term nature of commercial jet fuel sales contracts, FORC shall, at the
request of SOP US and during the term hereof, provide SOPUS a monthly forecast
of Avjet for the following Twelve months.

         

        EFFECTIVE
DATE

         

        This
Eighth amendment will be effective upon execution by both Parties.

         

        Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Eighth Amendment and they remain in full force
and effect.

         

        In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

         

        


         

        Frontier
Oil and Refining
Company                                                       Shell
Oil Products  US

         

        


        By      /s/
James R.
Gibbs                                                                                     By     /s/
Jeffrey A. Rubin

        Name  James
R.
Gibbs                                                                                     Name     
Jeffrey A. Rubin

        Title    President
&
CEO                                                                          
         Title    
 Director

        Date    June
4,
2003                                                                                 
          Date  
   July 2, 2003

         

        

          
            
               


            

            
               


              
                

              

            

            
               


            

          


          NINTH AMENDMENT

          FRONTIER
PRODUCTS OFFTAKE AGREEMENT

          EL DORADO
REFINERY

           

          This
Ninth Amendment to the Frontier Products Offtake Agreement, El Dorado Refmery
("Ninth Amendment") by and between Frontier Oil and Refining Company, a Delaware
corporation ("FORC") and Shell O Products US (SOPUS), assignee of Equiva Trading
Company ("ETCo") is made and entered into thisa% day of May 2004. FORC and SOPUS
are sometimes referred to herein individually as a Party

          and
collectively as the Parties.

           

          WITNESSETH:

           

          WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

           

          WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

           

          WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 215t day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

           

          WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

           

          WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 2211d day of
February, 2001 (hereinafter referred to as the "Fourth Amendment");
and

           

          WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

           

          WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

           

          WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refmery dated the 22'1 day of
April 2002 (hereinafter referred to as the "Seventh Amendment");
and

           

          WHEREAS,
the Parties entered into the Eight Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 30th day of
May 2003 (hereinafter referred to as the "Eight Amendment"); and

           

          WHEREAS,
the Parties desire to establish the pricing of 7.8 psi RVP 85 and 91 octane
mogas for delivery to Chase Colorado Pipeline during the summer months and to
modify the pricing for #1 Fuel Oil during the month of October; and

           

          WHEREAS,
the Parties recognize that to establish the pricing for 7.8 psi RVP 85 and 91
octane mogas for delivery to Chase Colorado Pipeline during the summer months
requires an amendment to only Schedule B for mogas and to modify the pricing for
#1 Fuel Oil during the month of October in the Agreement
requires an amendment to only the Product Pricing paragraph for Schedule E for
#1 Fuel Oil in the Second Amendment; and

           

          WHEREAS,
the Parties desire to make this Ninth Amendment effective beginning with the
product delivered April 1, 2004: and

           

          NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of the Agreement and the Second Amendment
and to covenant as follows:

           

          In
Schedule B, Mogas, of the Agreement add:

           

          Denver
7.8 psi RVP 85 and 91 octane pricing shall be as follows:

           

          85 U
Grade, 7.8 psi RVP, into Chase Colorado Pipeline (Octane 85 — Summer) Gasoline
Base Price +2.50 cpg

           

          A Grade,
7.8 psi RVP, into Chase Colorado Pipeline (Octane 91 — Summer) Gasoline Base
Price +2.50 cpg

           

          In
Schedule E, #1 FUEL OIL, add the following product pricing provision to the
Product Pricing paragraph 1(a) of the Second Amendment:

           

          If there
are no quotes by Platt's Oil Service for Low Sulfur Jet Fuel during the month of
October the price will be 4.0 cents higher than Low Sulfur Diesel, or as
otherwise agreed by the Parties.

           

          EFFECTIVE
DATE

           

          This
Ninth Amendment will be effective beginning with the product delivered April 1,
2004.

           

          Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Ninth Amendment and they remain in full force and
effect.

           

          In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

           

          


           

          Frontier
Oil and Refining
Company                                       
                     Shell
Oil Products US

           

          By      /s/
James R.
Gibbs                                                                                     By     /s/
Jeffrey A. Rubin

          Name  James.R.
Gibbs                                                                                     Name    
Jeffrey A. Rubin

          Title    President
&
CEO                                                                                    Title    Mid-Continent
Director

           

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TENTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

      


      


      This
Tenth Amendment to the Frontier Products Offtake Agreement, El Dorado Refinery
("Tenth Amendment") by and between Frontier Oil and Refining Company, a Delaware
corporation ("FORC") and Shell Oil Products US (SOPUS), assignee of Equiva
Trading Company ("ETCo") is made and entered into this 3rd day of May 2005,
PORC and SOPUS are sometimes referred to herein individually as a Party and
collectively as the Parties.

       

      W1TNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of September, 2000 (hereinafter referred to
as the "Second Amendment"); and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of December, 2000 (hereinafter referred to as
the "Third Amendment"); and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of February, 2001 (hereinafter referred to as
the "Fourth Amendment"); and

       

      WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement,
El

      Dorado
Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

       

      WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

       

      WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of April 2002 (hereinafter referred to as the
"Seventh Amendment"); and

       

      WHEREAS,
the Parties entered into the Eight Amendment, Produots Offtake Agreement, El
Dorado Refinery dated the 30th day of
May 2003 (hereinafter referred to as the "Eight Amendment");

       

      WHEREAS,
the Parties entered into the Ninth Amendment, Products Offtake Agreement, El
Dorado
Refinery dated the 25th day of
May 2004 (hereinafter referred to as the "Ninth Amendment"); and

       

      WHEREAS,
the Parties desire to modify the pricing for 7,0 and 7.8 psi RVF 91 octane moges
for delivery during the summer months; and

       

      WHEREAS,
the Parties recognize that to modify the pricing for 7.0 and 7.8 psi RVP 91
octane mogas for delivery during the summer months requires an amendment to only
Schedule B for mogas; and

       

      WHEREAS,
the Parties desire to make this Tenth Amendment related to 7.0 and 7.8psi RVP 91
octane mogas effective beginning with the product delivered April 1, 2005:
and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of Schedule B in the Agreement , the
Seventh Amendment and the Ninth Amendment and covenant as follows:

       

      In
Schedule B, Mogas, of the Agreement amend:

       

      7,0 psi
RVP 91 octane DI specification pricing to be as follows:

       

      Al Grade,
7.0 psi RVP, (Octane 91 — Summer DI specification) Gasoline Base Price(PUL)+7.0
cpg 

       

      7.8 psi
RVP 91 octane DI specification pricing to be as follows:

       

      Al Grade,
7.8 psi RVP, (Octane 91 — Summer DI specification) Gasoline Base
Priee(PUL)-I-5.0 cpg

       

      EFFECTIVE
DATE

       

      This
Tenth Amendment will be effective beginning with the product delivered April, 1,
2005.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Tenth Amendment and they remain in full force and
effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

      


       

      Frontier
Oil and Refining
Company                                                                Shell
Oil Products  US

       

      


      By      /s/
James R.
Gibbs                                                                                     By     /s/
Twigg V. Bohlen

      Name  James
R.
Gibbs                                                                                     Name   
Twigg V. Bohlen

      Title    President
&
CEO                                                                                    Title    Supply
Manager – Shell Oil Prods US

      Date    May
3,
2005                                                                                      
     Date    June 16,
2005




      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ELEVENTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Eleventh Amendment to the Frontier Products Offtake Agreement, El Dorado
Refinery ("Tenth Amendment") by and between Frontier Oil and Refining Company, a
Delaware corporation ("FORC") and Shell Oil Products US (SOPUS), assignee of
Equiva Trading Company ("ETCo") is made and entered into this 31 
day of March 2006. FORC and SOPUS are sometimes referred to herein individually
as a Party and collectively as the Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
February, 2001 (hereinafter referred to as the "Fourth Amendment");
and

       

      WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

       

      WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

       

      WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
April 2002 (hereinafter referred to as the "Seventh Amendment");
and

       

      WHEREAS,
the Parties entered into the Eight Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 30th day of
May 2003 (hereinafter referred to as the "Eight Amendment");

       

      WHEREAS,
the Parties entered into the Ninth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 25th day of
May 2004 (hereinafter referred to as the "Ninth Amendment"); and

       

      WHEREAS,
the Parties entered into the Tenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 3rd day of
May 2005 (hereinafter referred to as the "Tenth Amendment");
and


      WHEREAS,
the Parties desire to modify the pricing for 7.0 psi RVP 87 octane mogas for
delivery during the summer months; and

       

      WHEREAS,
the Parties recognize that to modify the pricing for 7.0 psi RVP 87 octane mogas
for delivery during the summer months requires an amendment to only Schedule B
for mogas as amended by the Seventh Amendment; and

       

      WHEREAS,
the Parties desire to make this Eleventh Amendment related to 7.0 psi RVP 87
octane mogas effective beginning with the product delivered April 1, 2006:
and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of Schedule B in the Agreement and the
Seventh Amendment and covenant as follows:

       

      In
Schedule B, Mogas, of the Agreement amend:

       

      7.0 psi
RVP 87 octane DI specification pricing to be as follows:

       

      Ni Grade,
7.0 psi RVP, (Octane 87 — Summer DI specification) Gasoline Base Price(ULR)+3.50
cpg

       

      EFFECTIVE
DATE

       

      This
Eleventh Amendment will be effective beginning with the product delivered April,
1, 2006.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Eleventh Amendment and they remain in full force
and effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

      Frontier
Oil and Refining
Company                                     
                        Shell
Oil Products US

       

      By      /s/
James R.
Gibbs                                                                             
        By     /s/
Twigg V. Bohlen

      Name  James
R.
Gibbs                                                                                      Name   
Twigg V. Bohlen

      Title    President
&
CEO                                                                                     Title    Supply
Manager – Shell Oil Prods US

      Date    5/3/06                                                                                         
       
      Date    4/19/06

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TWELFTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Twelfth Amendment to the Frontier Products Offtake Agreement, El Dorado Refinery
("Twelfth Amendment") by and between Frontier Oil and Refining Company, a
Delaware corporation ("FORC") and Shell Oil Products US (SOPUS), assignee of
Equiva Trading Company ("ETCo") is made and entered into this 11 day of May
2006. FORC and SOPUS are sometimes referred to herein individually as a Party
and collectively as the Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
February, 2001 (hereinafter referred to as the "Fourth Amendment");
and

       

      WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

       

      WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

       

      WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
April 2002 (hereinafter referred to as the "Seventh Amendment");
and

       

      WHEREAS,
the Parties entered into the Eight Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 30th day of
May 2003 (hereinafter referred to as the "Eight Amendment");

       

      WHEREAS,
the Parties entered into the Ninth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 25th day of
May 2004 (hereinafter referred to as the "Ninth Amendment"); and

       

      WHEREAS,
the Parties entered into the Tenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 3rd day of
May 2005 (hereinafter referred to as the "Tenth Amendment");
and


      WHEREAS,
the Parties entered into the Eleventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 31st day of March 2006 (hereinafter referred to as the
"Eleventh Amendment"); and

       

      WHEREAS,
the Parties desire to add lubricity additive costs and additional diesel fuel
product grades to the Agreement; and

       

      WHEREAS,
the Parties recognize that to add lubricity additive costs and additional diesel
fuel product grades requires an amendment to only Schedule C - Diesel of the
Agreement ; and

       

      WHEREAS,
the Parties desire to make this Twelfth Amendment relate only to diesel fuel
lubricity additive costs and additional diesel fuel product grades effective
beginning with the product delivered June 1, 2006; and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of Schedule. C — Diesel of the Agreement
and covenant as follows:

       

      In
Schedule C - Diesel of the Agreement amend as follows:

       

      "Product
Quality" is amended to include the following product grades and
specifications:

      


      Pipeline
& Rack

       

      -       Ultra
Low Sulfur Diesel use Magellan's Pipeline X

       

      -       Low
Sulfur Diesel(XI) = XH and/or XR

       

      -       Low
Sulfur Diesel Off Road use Magellan's Pipeline XR

       

      -       Low
Sulfur Diesel On Road use Magellan's Pipeline XH

      


      "Product
Pricing" is amended to include the following product grades:

       

      -       Ultra
Low Sulfur Diesel

       

      -       Low
Sulfur Diesel Off Road

       

      -       Low
Sulfur Diesel On Road

       

      In
Schedule C - Diesel of the Agreement add the following paragraph related to
Lubricity Costs:

       

      Lubricity
Costs — SOPUS will pay Frontier the published Magellan Pipeline Lubricity
Fee for all diesel additized at the El Dorado Rack.

       

      EFFECTIVE
DATE

       

      This
Twelfth Amendment will be effective beginning with the product delivered June,
1, 2006.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Twelfth Amendment and they remain in full force
and effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

       

      Frontier
Oil and Refining
Company                                                               Shell
Oil Products US

       

      By      /s/
James R.
Gibbs                                                                                     By     /s/
Twigg V. Bohlen

      Name  James
R.
Gibbs                                                                                     Name  
 Twigg V. Bohlen

      Title    President
&
CEO                                                                                    Title    Supply
Manager – SOPUS

      Date    5/30/06                                                                                           
         Date    May
11, 2006




      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIRTEENTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Thirteenth Amendment to the Frontier Products Offtake Agreement, El Dorado
Refinery ("Thirteenth Amendment") by and between Frontier Oil and Refining
Company, a Delaware corporation ("FORC") and Shell Oil Products US (SOPUS),
assignee of Equiva Trading Company ("ETCo") is made and entered into this 30 day of September,
2007. FORC and SOPUS are sometimes referred to herein individually as a Party
and collectively as the Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 181 day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21st day of
September, 2000 (hereinafter referred to as the "Second Amendment");
and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
February, 2001 (hereinafter referred to as the "Fourth Amendment");
and

       

      WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

       

      WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

       

      WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22nd day of
April 2002 (hereinafter referred to as the "Seventh Amendment");
and

       

      WHEREAS,
the Parties entered into the Eight Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 30th day of
May 2003 (hereinafter referred to as the "Eight Amendment");

       

      WHEREAS,
the Parties entered into the Ninth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 25th day of
May 2004 (hereinafter referred to as the "Ninth Amendment"); and

       

      WHEREAS,
the Parties entered into the Tenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 3rd day of
May 2005 (hereinafter referred to as the "Tenth Amendment");
and


      WHEREAS,
the Parties entered into the Eleventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 31st day of March 2006 (hereinafter referred to as the
"Eleventh Amendment"); and

       

      WHEREAS,
the Parties entered into the Twelfth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 11th day of May 2006 (hereinafter referred to as the
"Twelfth Amendment"); and

       

      WHEREAS,
the Parties recognize that to add red dye costs requires an amendment to only
Schedule C - Diesel of the Agreement ; and

       

      WHEREAS,
the Parties desire to make this Thirteenth Amendment relate only to red dye
costs and to make it effective beginning with product delivered October 1, 2007;
and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend a portion of Schedule C — Diesel of the Agreement by
adding the following provision related to red dye costs:

       

      Red Dye Costs — SOPUS
will pay Frontier the published Magellan Pipeline Red Dye Fee for all red dye
diesel at the El Dorado Rack beginning with product delivered October 1, 2007.
(Current Magellan fee, as of September 1, 2007, is $0.0029/gal)

       

      EFFECTIVE
DATE

       

      This
Thirteenth Amendment will be effective beginning with product delivered October
1, 2007.

       

      Except as
explicitly stated herein, no other provisions of the Agreement, or any prior
Amendments are affected by the Thirteenth Amendment and they remain in full
force and effect.

       

      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

       

       

      


       

      Frontier
Oil and Refining
Company                                            Shell Oil Products
US

      


      By      
/s/ James.R.
Gibbs                                                                By      /s/
T.N. Smith

      Name   James
R.
Gibbs                                                                Name   
 T.N. Smith

      Title     President
&
CEO                                                           
   Title     VP Supply – North
America

      Date    
10/16/07                                                                            
 Date     10/1/07



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FOURTEENTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL
DORADO REFINERY

      


      


      


      This Fourteenth Amendment to the
Frontier Products Offtake Agreement, El Dorado Refinery (“Fourteenth Amendment”)
by and between Frontier Oil and Refining Company, a Delaware corporation
(“FORC”) and Shell Oil Products US (SOPUS), assignee of Equiva Trading Company
(“ETCo”) is made and entered into this 1st day of
May, 2008.  FORC and SOPUS are sometimes referred to herein
individually as a Party and collectively as the Parties.

      


      WITNESSETH:

      


      WHEREAS, the Parties entered into the
Frontier Products Offtake Agreement, El Dorado Refinery dated October 19, 1999,
which has been previously amended and as amended shall, hereinafter be referred
to as “the Agreement.”

      


      WHEREAS,
the Parties recognize that because of expansion of the El Dorado refinery,
additional gasoline and diesel fuel will be available for sale and both Parties
desire to modify the Volume Commitments  of Schedule A to included
these additional volumes and provide for Frontier to retain these additional
volumes through the term of the Product Offtake Agreement; and

      


      WHEREAS,
the Parties recognize that to modify the Volume Commitments requires an
amendment to only Schedule A, of the Agreement; and

      


      WHEREAS, the Parties desire to make
this Fourteenth Amendment effective beginning with product delivered May 1,
2008; and

      


      NOW, THEREFORE, in consideration of the
mutual promises and covenants set forth below the Parties agree to amend Volume
Commitments of Schedule A – Off-take Volumes and to covenant as
follows:

      


      Schedule
A

      


      Volume Commitments -
SOPUS will purchase 100% of the quantity of Mogas and Diesel as specified
in each month’s MPF.  Frontier shall be obligated to retain the
quantities of Mogas and Diesel specified below for the years indicated and any
amounts in excess of each month’s MPF.   Frontier shall also be
obligated to retain an additional 10,000 barrels per day of the production of
either gasoline or diesel fuel for this additional 10,000 barrels per day at the
discretion of Frontier, beginning May 1, 2008 and thereafter through the term of
the Product Offtake Agreement.

      


      FRONTIER
RETAINED VOLUMES (BPD)

      


      
        	 
      	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              	
                Year

              
	 
      	
                2000

              	
                2001

              	
                2002

              	
                2003

              	
                2004

              	
                2005

              	
                2006

              	
                2007

              	
                2008

              	
                2009+

              
	
                Mogas:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Denver/
      Colorado Springs

              	
                2,000

              	
                Note
      #1

                 

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                Kansas
      City Pipeline

              	
                825

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                Kaneb
      & Williams Pipelines

              	
                475

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                El
      Dorado Refinery

              	
                0

              	
                6,700

              	
                10,000

              	
                13,400

              	
                16,750

              	
                20,000

              	
                23,250

              	
                26,500

              	
                29,750

              	
                33,000

                 

              
	
                Subtotal
      Mogas

              	
                3,300

              	
                6,700

              	
                10,000

              	
                13,400

              	
                16,750

              	
                20,000

              	
                23,250

              	
                26,500

              	
                29,750

              	
                33,000

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Diesel

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Denver/
      Colorado Springs

              	
                500

              	
                Note
      #1

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                Kansas
      City Pipeline

              	
                400

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                Kaneb
      & Williams Pipelines

              	
                800

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              
	
                El
      Dorado Refinery

              	 
      	
                3,300

              	
                5,000

              	
                6,600

              	
                8,250

              	
                10,000

              	
                11,750

              	
                13,500

              	
                15,250

              	
                17,000

                 

              
	
                Subtotal
      Diesel

              	
                1,700

              	
                3,300

              	
                5,000

              	
                6,600

              	
                8,250

              	
                10,000

              	
                11,750

              	
                13,500

              	
                15,250

              	
                17,000

                 

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Volume

              	
                5,000

              	
                10,000

              	
                15,000

              	
                20,000

              	
                25,000

              	
                30,000

              	
                35,000

              	
                40,000

              	
                45,000

              	
                50,000

              


      

      


      Note #1:
The 2,750 barrels per day of Mogas and the 1,000 barrels per day of Diesel
designated for exchange delivery by ETCo to FORC in Denver and Colorado Springs
shall be reduced by a combined volume of 375 barrels per day each month
beginning March  2001 until the total exchange obligation is
eliminated at the end of December 2001.

      


      


      EFFECTIVE
DATE

      


      This Fourteenth Amendment will be
effective beginning with product delivered May 1, 2008.

      


      Except as explicitly stated herein, no
other provisions of the Agreement, or any prior Amendments are affected by the
Fourteenth Amendment and they remain in full force and effect.

      


      In witness whereof, the Parties have
below affixed the signature of their authorized representatives, who warrant
that they are legally empowered to bind the Party on whose behalf they have
signed.

      


      


      Frontier
Oil and Refining
Company                                                    Shell
Oil Products US

      


      By      /s/
James R.
Gibbs                                                                           By      /s/
T. N. Smith

      Name  James
R.
Gibbs                                                                           Name    
 T.N. Smith

      Title    President
&
CEO                                                                           Title    VP
Supply – North America

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FIFTEENTH AMENDMENT

      FRONTIER
PRODUCTS OFFTAKE AGREEMENT

      EL DORADO
REFINERY

       

      This
Fifteenth Amendment to the Frontier Products Offtake Agreement, El Dorado
Refinery ("Fifteenth Amendment") by and between Frontier Oil and Refining
Company, a Delaware corporation ("FORC") and Shellal Products US (SOPUS),
assignee of Equiva Trading Company ("ETCo") is made and entered into
this,28th day of
May, 2008. FORC and SOPUS are sometimes referred to herein individually as a
Party and collectively as the. Parties.

       

      WITNESSETH:

       

      WHEREAS,
the Parties entered into the Frontier Products Offtake Agreement, El Dorado
Refinery dated October 19, 1999 (hereinafter referred to as ("the Agreement")
and desire to amend certain provisions of the Agreement; and

       

      WHEREAS,
the Parties entered into the First Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 18th day of
September, 2000 (hereinafter referred to as the "First Amendment");
and

       

      WHEREAS,
the Parties entered into the Second Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 21' day of September, 2000 (hereinafter referred to as
the "Second Amendment"); and

       

      WHEREAS,
the Parties entered into the Third Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 19th day of
December, 2000 (hereinafter referred to as the "Third Amendment");
and

       

      WHEREAS,
the Parties entered into the Fourth Amendment, Products Offtake Agreement, El
Dorado. Refinery dated the 22" day of February, 2001 (hereinafter referred to as
the "Fourth Amendment"); and

       

      WHEREAS,
the Parties entered into the Fifth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 14th day of
August, 2001 (hereinafter referred to as the "Fifth Amendment");
and

       

      WHEREAS,
the Parties entered into the Sixth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 5th day of
November, 2001 (hereinafter referred to as the "Sixth Amendment");
and

       

      WHEREAS,
the Parties entered into the Seventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 22" day of Apri12002 (hereinafter referred to as the
"Seventh Amendment"); and

       

      WHEREAS,
the Parties entered into the Eight Amendinent, Products Offtake Agreement, El
Dorado Refinery dated the 30th day of
May 2003 (hereinafter referred to as the "Eight Amendment");

       

      WHEREAS,
the Parties entered into the.Ninth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 25th day of
May 2004 (hereinafter referred to as the "Ninth Amendment"); and

       

      WHEREAS,
the Parties entered into the Tenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 3rd day of
May 2005 (hereinafter referred to as the "Tenth Amendment"); and

       

      WHEREAS,
the Parties entered into the Eleventh Amendment, Products Offtake Agreement,
El

       

      Dorado
Refmery dated the 31st day of March 2006 (hereinafter referred to as the
"Eleventh Amendment"); and

      


      WHEREAS, the Parties entered into the
Twelfth Amendment, Products Offtake Agreement, El Dorado Refinery
dated the 11th day of May 2006 (hereinafter referred to as the "Twelfth
Amendment"); and


      WHEREAS,
the Parties entered into the Thirteenth Amendment, Products Offtake Agreement,
El Dorado Refinery dated the 30th day of September 2007 (hereinafter referred to
as the "Thirteenth Amendment"); and

       

      WHEREAS,
the Partiesotered into the Fourteenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 1st day of May 2008
(hereinafter referred to as the "Fourteenth Amendment"); and

       

      WHEREAS,
the Parties desire to modify the pricing of sub octane mogas, and to modify the
pricing for 7.0 psi RVP 87 and 91 octane mogas, and to modify to the pricing for
7.8 psi RVP 85 and 91 octane mogas, and to establish the pricing for 84 sub
octane mogas, and to establish the pricing for 6.8 psi RVP 84, 87 and 91 octane
mogas, and to establish pricing for 7.8 psi RVP 82.5 octane mogas, and to
establish pricing for 7.0 psi RVP 82.5, 84, 85 and 91 octane mogas,;
and

       

      WHEREAS,
the Parties recognize that to modify the pricing of sub octane mogas, and to
modify the pricing for 7.0 psi RVP 87 and 91 octane mogas, and to.modify the
pricing for 7.8 psi RVP 85 & 91 octane mogas, and to establish the pricing
for 6.8 psi RVP, 84, 87 and 91 octane mogas, and to establish pricing for 7.8
psi RVP 82.5 octane mogas, and to establish pricing for 7.0 psi RVP 82.5, 84, 85
and 91 octane mogas, requires an amendment to only Schedule B — MOGAS as
previously amended by the First, Seventh, Ninth, Tenth, and Eleventh Amendments
; and

       

      WHEREAS,
the Parties desire to amend and restate Schedule B in, its entirety in this
Fifteenth Amendment; and

       

      WHEREAS,
the Parties desire to make this. Fifteenth Amendment effective beginning with
product delivered April 15, 2008; and

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below
the Parties agree to amend and restate Schedule B — MOGAS and covenant as
follows:

       

      SCHEDULE
B

       

      MOGAS

       

      Product
Measurement —
SOPUS' purchases of the Mogas produced at the Frontier El Dorado Refinery
shall be calculated pursuant to material balance receipts from the NuStar,
Magellan Pipelines and the El Dorado truck rack. I

       

      Product
Quality — Mogas
must meet the specifications as listed below.

       

      El Dorado
Rack/NuStar and Magellan Pipeline

      - Sub
Octane Magellan's 82.5 V Grades -Sub Octane Magellan's 84 V Grades

      - Sub
Octane Magellan's 85 V Grades - Regular Magellan's 87 N Grades

      - Premium
Magellan's 91 A Grades

       

      Specification
changes will be provided by SOPUS as regulations are updated and pricing shall
be negotiated accordingly.

       

      Provisional
Product Pricing —
SOPUS will pay Frontier the mean of the prior week's weekly average low
and high price for the Regular (RUL) and Premium (PUL) Unleaded grades published
by Platte's Oil Service for Group 3, FOB the custody transfer point, plus 0.32
cents per gallon. The previous week's mean shall be calculated as the arithmetic
average of the Platt's effective low and high quotes for Mogas for Monday
through Friday of the previous week and shall be effective for delivers from
Tuesday of the current week through


      Monday of
the next week. This formula of Platt's Group 3 Weekly Average of Low and High
plus 0.32 cents per gallon shall be defined as the Gasoline Base
Price.

       

      Sub
Octane 85 shall be as follows:

       

      Gasoline
Base Price(ULR) -2.3 cpg +.32 cpg Sub Octane 84 shall be as
follows:

       

      Gasoline
Base Price(ULR) -3.1 cpg +.32 cpg Sub Octane 82.5 shall be as
follows:

       

      Gasoline
Base Price(ULR) -4.2 cpg +.32 cpg

       

      7.0 psi
RVP 82.5, 85, 84, 87 and 91 Octane specification pricing to be as
follows:

       

      82.5 V
Grade, 7.0 psi RVP, (Octane 82.5) Sub Octane 82.5+10.0 cpg

       

      84 V
Grade, 7.0 psi RVP, (Octane 84) Sub Octane 84+10.0 cpg

       

      85 V
Grade, 7.0 psi RVP, (Octane 85) Sub Octane 85+10.0 cpg

       

      N1 Grade,
7.0 psi RVP, (Octane 87) Gasoline Base Price(ULR)+10.0 cpg

       

      A Grade,
7.0 psi RVP, (Octane 91) Gasoline Base Price(PUL)+13.5 cpg

       

      Al Grade,
7.0 psi RVP, (Octane 91) Gasoline Base Price(PUL)+13.5 cpg

       

      7.8 psi
RVP 82.5, 85 and 91 Octane specification pricing to be as follows:

       

      82.5 V
Grade, 7.8 psi RVP, (Octane 82.5) Sub Octane 82.5+6.0 cpg

       

      85 V
Grade, 7.8 psi RVP, (Octane 85) Sub Octane 85+6.0 cpg

       

      A Grade,
7.8 psi RVP, (Octane 91) Gasoline Base Price(PUL)+8.5 cpg

       

      6.8 psi
RVP 84, 87 and 91 Octane specification pricing to be as follows:

       

      84 V
Grade, 6.8 psi RVP, (Octane84) Sub Octane 84+11 cpg

       

      N1 Grade,
6.8 psi RVP, (Octane 87) Gasoline Base Price(ULR)+11 cpg

       

      Al Grade,
6.8 psi RVP, (Octane 91) Gasoline Base Price(PUL)+15 cpg

       

      EFFECTIVE
DATE

       

      This Fifteenth Amendment will be
effective beginning with product delivered April 15, 2008.

      


      Except as explicitly stated herein, no
other provisions of the Agreement, or any prior Amendments are affected
by the Fifteenth Amendment and they remain in full force and
effect..


      In
witness whereof, the Parties have below affixed the signature of their
authorized representatives, who warrant that they are legally empowered to bind
the Party on whose behalf they have signed.

      


      Frontier
Oil and Refining
Company                                             Shell
Oil Products US

      


      By       
/s/ James.R.
Gibbs                                                                By      /s/
T.N. Smith

      Name   James
R.
Gibbs                                                                 Name   
 T.N. Smith

      Title     President
&
CEO                                                            
   Title     Vice President
-  Supply

      Date   
 8/6/08                                                                         
         Date    
May 28, 2008