ex10_7.htm


    Exhibit 10.7

     

    
      Consent of Frontier Oil and Refining Company to the
Second Amendment to the Revolving Credit Agreement (Uncommitted) dated as of
Maech 8, 2007.

      
        Consent of Frontier Oil and Refining Company to the
Second Amendment to the Revolving Credit Agreement (Uncommitted) dated as of May
16, 2007.

      

      
        Consent of Frontier Oil and Refining Company to the
Second Amendment to the Revolving Credit Agreement (Uncommitted) dated as of
January 20, 2009.

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    


    


     

    March 8, 2007

     

    


    Frontier
Oil and Refining Company

    4610 S.
Ulster Street, Suite 200

    Denver,
Colorado  80237

    Attention:
Mr. Joey W. Purdy

    Telephone
No.: 303.714.0125

    Telecopier
No.: 303.714.1030

     

    Re:          Master
Crude Oil Purchase and Sale Contract dated as of March 10, 2006, among
Utexam Limited, a company incorporated under the laws of the Republic of
Ireland. as seller, Frontier Oil and Refining Company, a Delaware corporation,
as purchaser, and Frontier Oil Corporation, a Wyoming corporation, as guarantor
(as the same has been amended from time to time, the "Purchase and Sale
Contract").

     

    To Whom
it May Concern:

     

    Pursuant
to Section 4.02(b) of the Purchase and Sale Contract, this letter evidences the
Purchaser's consent to amend the Credit Facility to extend the Credit Facility
for one year, in the form of amendment attached hereto as Exhibit
A.

     

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

    


    Very truly yours,

    


    UTEXAM LIMITED

    


    By: /s/ Thomas
Woulfe

    Name:
Thomas Woulfe

    Title:
Director

    


    By: /s/ Clive W.
Christie

    Name:
Clive W. Christie

    Title:
Company Secretary

    



    Accepted
and agreed:

     

    FRONTIER
OIL AND REFINING COMPANY,

    as
Purchaser

     

    By: /s/ Michael C.
Jennings

    Name:
Michael C. Jennings

    Title:
EVP & CFO

     

    FRONTIER
OIL CORPORATION, as Guarantor

     

    By: /s/ Doug S.
Aron

    Name:
Doug S. Aron

    Title:
Vice President—Corporate Finance

    


      
        
           


        

        
           


          
            

          

        

        
           


        

      

Exhibit A

    
      


       

      SECOND
AMENDMENT

       

      TO

       

      REVOLVING
CREDIT AGREEMENT (UNCOMMITTED)

       

      DATED
AS OF

       

      MARCH
__, 2007

       

      AMONG

      


      UTEXAM
LIMITED,

      AS
BORROWER,

      


      BNP
PARIBAS,

      AS
ADMINISTRATIVE AGENT,

      


      AND

       

      THE
LENDERS PARTY HERETO

       

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED)

      


      THIS SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED) (this “Second Amendment”)
dated as of March __, 2007, is among UTEXAM LIMITED, a company
incorporated under the laws of Ireland (the “Borrower”); BNP
PARIBAS, as administrative agent (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”) for the lenders party to the Credit Agreement referred to below
(collectively, the “Lenders”); and the
undersigned Lenders.

       

      R E C I T A L
S

       

      A.           The
Borrower, the Administrative Agent and the Lenders are parties to that certain
Credit Agreement dated as of March 10, 2006, as amended by the First Amendment
to Credit Agreement, dated October 24, 2006 (as amended, the “Credit Agreement”),
pursuant to which the Lenders have made certain extensions of credit available
to the Borrower.

       

      B.           The
Borrower has requested and the Lenders have agreed to extend the maturity of the
facility.

       

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

       

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

       

      Section
2. Amendments to Credit
Agreement.

       

      2.1 Section
1.02.  The definition of “Maturity Date” in Section 1.02 is
hereby amended by replacing “March 10, 2007” with “March 10, 2008”.

       

      Section
3. Conditions
Precedent.  The effectiveness of this Second Amendment is
subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each of
which shall be reasonably satisfactory to the Administrative Agent in form and
substance:

       

      3.1 The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable, if any, in connection with this Second Amendment on or
prior to the Effective Date.

       

      3.2 The
Administrative Agent shall have received from all of the Lenders and the
Borrower, counterparts (in such number as may be requested by the Administrative
Agent) of this Second Amendment signed on behalf of such Persons.

       

      3.3 The
Administrative Agent shall have received such other documents as the
Administrative Agent or special counsel to the Administrative Agent may
reasonably request.

       

      3.4 No
Default shall have occurred and be continuing, after giving effect to the terms
of this Second Amendment.

       

      Section
4. Amendment to Security
Agreement.  The Administrative Agent and the Lenders hereby
consent to an amendment of the Security Agreement in the form attached hereto as
Exhibit
A.

       

      Section
5. Miscellaneous.

       

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

       

      5.2 Ratification and
Affirmation; Representations and Warranties.  The Borrower
hereby (a)
acknowledges the terms of this Second Amendment; (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Loan Document to which it is a party and agrees
that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained
herein and (c)
represents and warrants to the Lenders that as of the date hereof, after giving
effect to the terms of this Second Amendment:  (i) all of the
representations and warranties contained in each Loan Document to which it is a
party are true and correct, unless such representations and warranties are
stated to relate to a specific earlier date, in which case, such representations
and warranties shall continue to be true and correct as of such earlier date and
(ii) no Default has occurred and is continuing.

       

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

       

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

       

      5.5 NO ORAL
AGREEMENT.  THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

       

      5.6 GOVERNING
LAW.  THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      


      [SIGNATURES
BEGIN NEXT PAGE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      BORROWER:                                                                UTEXAM
LIMITED

      


      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                ADMINISTRATIVE
      AGENT:

              	
                BNP
    PARIBAS

              


      

      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LENDERS:                                                                BNP
PARIBAS

      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                LENDERS:

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

              


      

       

      


      


      By:           

      Name:

      Title:

       

      


       

      
        	
                 
      

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

              


      

       

      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:


      
        
           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
A

          

        

      


      


      


      FIRST
AMENDMENT

       

      TO

       

      SECURITY
AGREEMENT

       

      DATED
AS OF

       

      MARCH
__, 2007

       

      AMONG

      


      UTEXAM
LIMITED,

      AS
BORROWER

      


      AND

      


      BNP
PARIBAS,

      AS
ADMINISTRATIVE AGENT

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FIRST
AMENDMENT TO SECURITY AGREEMENT

      


      THIS FIRST
AMENDMENT TO SECURITY AGREEMENT (this “First Amendment”)
dated as of March __, 2007, is among UTEXAM LIMITED, a company
incorporated under the laws of Ireland (the “Borrower”) and BNP
PARIBAS, as administrative agent (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”) for the lenders party to the Revolving Credit Agreement
(Uncommitted) referred to below (collectively, the “Lenders”); and the
undersigned Lenders.

       

      R E C I T A L
S

       

      A.           The
Borrower, the Administrative Agent and the Lenders are parties to that certain
Revolving Credit Agreement (Uncommitted) dated as of March 10, 2006, as amended
by the First Amendment to Security Agreement, dated October 24, 2006 (as
amended, the “Credit
Agreement”), pursuant to which the Lenders have made certain extensions
of credit available to the Borrower.

       

      B.           Pursuant
to the Credit Agreement, the Borrower entered into that certain Security
Agreement, dated as of March 10, 2006 by and between the Borrower and the
Administrative Agent, to secure obligations under the Credit
Agreement.

       

      C.           The
Borrower has requested and the Administrative Agent has agreed to amend the
Security Agreement.

       

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

       

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

       

      Section
2. Amendments to Security
Agreement.

       

      2.1 Section
2.01.  Section 2.01(e) and Section 2.01(g) are hereby amended
and restated in its entirety as follows:

       

      “(e)           all
Payment Intangibles and General Intangibles under Designated Contracts which are
owed to the Borrower by purchasers, sellers, transporters or handlers of the
Designated Inventory or which constitute rights of the Borrower against such
purchasers or sellers;”

      


      “(g)           to
the extent not otherwise included, all Proceeds and products of any and all of
the foregoing and all collateral security and guarantees and other supporting
obligations owed by purchasers, sellers, transporters or handlers in respect of
any of the foregoing.”

       

      


      


      Section
3. Conditions
Precedent.  The effectiveness of this First Amendment is
subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each of
which shall be reasonably satisfactory to the Administrative Agent in form and
substance:

       

      3.1 The
Administrative Agent shall have received from all of the Borrower counterparts
(in such number as may be requested by the Administrative Agent) of this First
Amendment signed on behalf of the Borrower.

       

      Section
4. Miscellaneous.

       

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

       

      4.2 Loan
Document.  This First Amendment is a “Loan Document” as defined
and described in the Credit Agreement and all of the terms and provisions of the
Credit Agreement relating to Loan Documents shall apply hereto.

       

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

       

      4.4 NO ORAL
AGREEMENT.  THIS FIRST AMENDMENT, THE SECURITY AGREEMENT AND
THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

       

      4.5 GOVERNING
LAW.  THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      


      [SIGNATURES BEGIN NEXT
PAGE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      BORROWER:                                                                UTEXAM
LIMITED

      


      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                ADMINISTRATIVE
      AGENT:

              	
                BNP
    PARIBAS

              


      

      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      May 16, 2007

       

      Frontier
Oil and Refining Company

      4610 S.
Ulster Street, Suite 200 

      Denver,
Colorado 80237

      Attention:
Mr. Joey W. Purdy 

      Telephone
No.: 303.714.0125

      Telecopier
No.: 303.714.1030

       

      Re:   Master Crude Oil
Purchase and Sale Contract dated as of March 10, 2006, among
Utexam Limited, a company incorporated under the laws of the Republic of
Ireland, as seller, Frontier Oil and Refining Company, a Delaware corporation,
as purchaser, and Frontier Oil Corporation, a Wyoming corporation, as guarantor
(as the same has been amended from time to time, the "Purchase and Sale
Contract").

       

      To Whom
it May Concern:

       

      Pursuant
to Section 4.02(b) of the Purchase and Sale Contract, this letter evidences the
Purchaser's consent to amend the Credit Facility to increase the size of the
facility to $200,000,000, in the form of amendment attached hereto as Exhibit
A.

       

       

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

       

      Very
truly yours

       

      Very
truly yours,

      


      UTEXAM
LIMITED

      


      By: /s/ Thomas
Woulfe

      Name:
Thomas Woulfe

      Title:
Director

      


      By: /s/ Clive W.
Christie

      Name:
Clive W. Christie

      Title:
Company Secretary

      
        


      

      


       

      Accepted
and greed:

       

      FRONTIER
OI AND REFINING COMPANY,

      as
Purchaser

      


      By: /s/ Leo J.
Hoonakker

      Name: Leo
J. Hoonakker

      Title:
Vice President and Treasurer

       

      FRONTIER
OIL CORPORATION, as Guarantor

      


      By: /s/ Doug
Aron

      Name:
Doug Aron

      Title:
Vice President – Corporate Finance



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      Exhibit A

      
 

      


       

      THIRD
AMENDMENT

       

      TO

       

      REVOLVING
CREDIT AGREEMENT (UNCOMMITTED)

       

      DATED
AS OF

       

      MAY
16, 2007

       

      AMONG

      


      UTEXAM
LIMITED,

      AS
BORROWER,

      


      BNP
PARIBAS,

      AS
ADMINISTRATIVE AGENT,

      


      AND

       

      THE
LENDERS PARTY HERETO

       

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED)

      


      THIS THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED) (this “Third Amendment”)
dated as of May 16, 2007, is among UTEXAM LIMITED, a company
incorporated under the laws of Ireland (the “Borrower”); BNP
PARIBAS, as administrative agent (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”) for the lenders party to the Credit Agreement referred to below
(collectively, the “Lenders”); and the
undersigned Lenders.

       

      R E C I T A L
S

       

      A.           The
Borrower, the Administrative Agent and the Lenders are parties to that certain
Revolving Credit Agreement (Uncommitted) dated as of March 10, 2006, as amended
by the First Amendment to Revolving Credit Agreement (Uncommitted), dated
October 24, 2006 and the Second Amendment to Revolving Credit Agreement
(Uncommitted), dated as of March 8, 2007 (as amended, the “Credit Agreement”),
pursuant to which the Lenders have made certain extensions of credit available
to the Borrower.

       

      B.           The
Borrowers and the Lenders have agreed to increase the Commitments of the Credit
Agreement.

       

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

       

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

       

      Section
2. Amendments to Credit
Agreement.

       

      2.1 Annex
I.  Annex I is hereby amended and restated in its entirety as
follows:

       

      ANNEX
I

       

      LIST
OF COMMITMENTS

       

      Aggregate
Commitments

       

      
        	
                Name
      of Lender

              	
                Percentage
      Share

              	
                Commitment

              
	
                BNP
      Paribas

              	
                45.0%

              	
                $90,000,000.00

              
	
                Union
      Bank of California, N.A.

              	
                20.0%

              	
                $40,000,000.00

              
	
                Bayerishe
      Hypo-Und Vereinsbank AG, New York Branch

              	
                17.5%

              	
                $35,000,000.00

              
	
                Allied
      Irish Banks, p.l.c.

              	
                17.5%

              	
                $35,000,000.00

              
	
                TOTAL

              	
                100.00%

              	
                $200,000,000.00

              


      

      


       

      Section
3. Conditions
Precedent.  The effectiveness of this Third Amendment is
subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each of
which shall be reasonably satisfactory to the Administrative Agent in form and
substance:

       

      3.1 The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable, if any, in connection with this Third Amendment on or
prior to the Effective Date.

       

      3.2 The
Administrative Agent shall have received from all of the Lenders and the
Borrower, counterparts (in such number as may be requested by the Administrative
Agent) of this Third Amendment signed on behalf of such Persons.

       

      3.3 The
Administrative Agent shall have received a certificate of the Secretary of the
Borrower setting forth resolutions of its board of managers, board of directors
or other appropriate governing body with respect to the authorization of the
Borrower to execute and deliver the Third Amendment and to enter into the
transactions contemplated thereby.  The Administrative Agent and the
Lenders may conclusively rely on such certificate until the Administrative Agent
receives notice in writing from the Borrower to the contrary;

       

      3.4 The
Administrative Agent shall have received duly executed Note payable to the order
of Allied Irish Banks, p.l.c., in a principal amount equal to its Commitment set
forth in Section 2.1, dated as of the date hereof.

       

      3.5 The
Administrative Agent shall have received evidence that the Borrower has obtained
a consent from the Purchaser to amend the Agreement pursuant to Section 4.02(b)
of the PSC.

       

      3.6 The
Administrative Agent shall have received such other documents as the
Administrative Agent or special counsel to the Administrative Agent may
reasonably request.

       

      3.7 No
Default shall have occurred and be continuing, after giving effect to the terms
of this Third Amendment.

       

      Section
4. Miscellaneous.

       

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

       

      4.2 Ratification and
Affirmation; Representations and Warranties.  The Borrower
hereby (a)
acknowledges the terms of this Third Amendment; (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Loan Document to which it is a party and agrees
that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained
herein and (c)
represents and warrants to the Lenders that as of the date hereof, after giving
effect to the terms of this Third Amendment:  (i) all of the
representations and warranties contained in each Loan Document to which it is a
party are true and correct, unless such representations and warranties are
stated to relate to a specific earlier date, in which case, such representations
and warranties shall continue to be true and correct as of such earlier date and
(ii) no Default has occurred and is continuing.

       

      4.3 Loan Document and
Assignment.  This Third Amendment is a “Loan Document” and an
“Assignment” as defined and described in the Credit Agreement and all of the
terms and provisions of the Credit Agreement relating to Loan Documents and
Assignments shall apply hereto.

       

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

       

      4.5 NO ORAL
AGREEMENT.  THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

       

      4.6 GOVERNING
LAW.  THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      


      [SIGNATURES
BEGIN NEXT PAGE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      BORROWER:                                                                UTEXAM
LIMITED

      


      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                ADMINISTRATIVE
      AGENT:

              	
                BNP
    PARIBAS

              


      

      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LENDERS:                                                                BNP
PARIBAS

      


      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                LENDERS:

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

              


      

       

      


      


      By:           

      Name:

      Title:

       

      


       

      
        	
                 
      

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

              


      

       

      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:

      


      
        	
                 
      

              	
                ALLIED
      IRISH BANKS, p.l.c.

              


      

       

      


      By:                                                                           

      Name:

      Title:

      


      


      By:                                                                           

      Name:

      Title:

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

        
           

          January 7, 2009

           

          Frontier
Oil and Refining Company 

          4610 S.
Ulster Street, Suite 200 

          Denver,
Colorado 80237 

          Attention:
Mr. Joey W. Purdy 

          Telephone
No.: 303.714.0125 

          Telecopier
No.: 303.714.1030

           

          Re:    Master Crude
Oil Purchase and Sale Contract dated as of March 10, 2006, among
Utexam Limited, a company incorporated under the laws of the Republic of
Ireland, as seller, Frontier Oil and Refining Company, a Delaware corporation,
as purchaser, and Frontier Oil Corporation, a Wyoming corporation, as guarantor
(as the same has been amended from time to time, the "Purchase and Sale
Contract").

           

          To Whom
it May Concern:

           

          Pursuant
to Section 4.02(b) of the Purchase and Sale Contract, this letter evidences the
Purchaser's consent to amend the Credit Facility by replacing "1.50%" with
"2.00%" in the definition of "Applicable Margin" in Section 1.02 of the Credit
Agreement, substantially in the form of amendment attached hereto as Exhibit
A.

           

           

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

          


          Very truly yours,

          Very
truly yours,

          


          UTEXAM
LIMITED

          


          By: /s/ Clive W.
Christie

          Name:
Clive W. Christie

          Title:
Director

          


          By: /s/ Paul
Owens

          Name:
Paul Owens

          Title:
Director


          Accepted and
agreed:

           

          FRONTIER
OIL AND REFINING COMPANY,

          as
Purchaser

          


          By: /s/ Doug S.
Aron

          Name:
Doug S. Aron

          Title:
EVP & CFO

           

          FRONTIER
OIL CORPORATION, as Guarantor

          By: /s/ Doug S.
Aron

          Name:
Doug S. Aron

          Title:
EVP & CFO



          
            
               


            

            
               


              
                

              

            

            
               


            

          

           

          Exhibit A


          


           

          SIXTH
AMENDMENT

           

          TO

           

          REVOLVING
CREDIT AGREEMENT (UNCOMMITTED)

           

          DATED
AS OF

           

          JANUARY
20, 2009

           

          AMONG

          


          UTEXAM
LIMITED,

          AS
BORROWER,

          


          BNP
PARIBAS,

          AS
ADMINISTRATIVE AGENT,

          


          AND

           

          THE
LENDERS PARTY HERETO

           

          


          



          
            
               


            

            
               


              
                

              

            

            
               


            

          


          SIXTH
AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED)

          


          THIS SIXTH
AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED) (this “Sixth Amendment”)
dated as of January 20, 2009, is among UTEXAM LIMITED, a company
incorporated under the laws of Ireland (the “Borrower”); BNP
PARIBAS, as administrative agent (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”) for the lenders party to the Credit Agreement referred to below
(collectively, the “Lenders”); and the
undersigned Lenders.

           

          R E C I T A L
S

           

          A.           The
Borrower, the Administrative Agent and the Lenders are parties to that certain
Revolving Credit Agreement (Uncommitted) dated as of March 10, 2006, as amended
by the First Amendment to Revolving Credit Agreement (Uncommitted), dated
October 24, 2006, the Second Amendment to Revolving Credit Agreement
(Uncommitted), dated as of March 8, 2007, the Third Amendment to Revolving
Credit Agreement (Uncommitted), dated as of May 16, 2007, the Fourth Amendment
to Revolving Credit Agreement (Uncommitted), dated as of February 20, 2008 and
the Fifth Amendment to Revolving Credit Agreement (Uncommitted), dated as of
March 12, 2008 (as amended, the “Credit Agreement”),
pursuant to which the Lenders have made certain extensions of credit available
to the Borrower.

           

          B.           The
Borrowers and the Lenders have agreed to amend certain provisions of the Credit
Agreement.

           

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

           

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

           

          Section
2. Amendment to Credit
Agreement.

           

          2.1 Section
1.02.  The definition of “Applicable Margin” in Section 1.02 is
hereby amended by replacing “1.50%” with “2.00%.”

           

          Section
3. Conditions
Precedent.  The effectiveness of this Sixth Amendment is
subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each of
which shall be reasonably satisfactory to the Administrative Agent in form and
substance:

           

          3.1 The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable, if any, in connection with this Sixth Amendment on or
prior to the Effective Date.

           

          3.2 The
Administrative Agent shall have received from all of the Lenders and the
Borrower, counterparts (in such number as may be requested by the Administrative
Agent) of this Sixth Amendment signed on behalf of such Persons.

           

          3.3 The
Administrative Agent shall have received evidence that the Borrower has obtained
a consent from the Purchaser to amend the Agreement pursuant to Section 4.02(b)
of the PSC.

           

          3.4 The
Administrative Agent shall have received such other documents as the
Administrative Agent or special counsel to the Administrative Agent may
reasonably request.

           

          3.5 No
Default shall have occurred and be continuing, after giving effect to the terms
of this Sixth Amendment.

           

          Section
4. Miscellaneous.

           

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

           

          4.2 Ratification and
Affirmation; Representations and Warranties.  The Borrower
hereby (a)
acknowledges the terms of this Sixth Amendment; (b) ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Loan Document to which it is a party and agrees
that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained
herein and (c)
represents and warrants to the Lenders that as of the date hereof, after giving
effect to the terms of this Sixth Amendment:  (i) all of the
representations and warranties contained in each Loan Document to which it is a
party are true and correct, unless such representations and warranties are
stated to relate to a specific earlier date, in which case, such representations
and warranties shall continue to be true and correct as of such earlier date and
(ii) no Default has occurred and is continuing.

           

          4.3 Loan Document and
Assignment.  This Sixth Amendment is a “Loan Document” as
defined and described in the Credit Agreement and all of the terms and
provisions of the Credit Agreement relating to Loan Documents and Assignments
shall apply hereto.

           

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

           

          4.5 NO ORAL
AGREEMENT.  THIS SIXTH AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

           

          4.6 GOVERNING
LAW.  THIS SIXTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

           

          


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

          


          BORROWER:                                                                UTEXAM
LIMITED

          


          


          


          By:                                                                           

          Name:

          Title:

          


          


          By:                                                                           

          Name:

          Title:

          


          


          



          
            
               


            

            
               


              
                

              

            

            
               


            

          


          


          
            	
                    ADMINISTRATIVE
      AGENT:

                  	
                    BNP
    PARIBAS

                  


          

          


          


          By:                                                                           

          Name:

          Title:

          


          


          By:                                                                           

          Name:

          Title:


          
            
               


            

            
               


              
                

              

            

            
               


            

          


          LENDERS:                                                                BNP PARIBAS

          


          


          By:                                                                           

          Name:

          Title:

          


          


          By:                                                                           

          Name:

          Title:


          
            
               


            

            
               


              
                

              

            

            
               


            

          


          
            	
                    LENDERS:

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

                  


          

           

          


          


          By:           

          Name:

          Title:

           

          


           

          
            	
                     
      

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

                  


          

           

          By:                                                                           

          Name:

          Title:

          


          


          By:                                                                           

          Name:

          Title:

          


          
            	
                     
      

                  	
                    ALLIED IRISH BANKS,
      p.l.c., as
      a Lender

                  


          

           

          


          By:                                                                           

          Name:

          Title:

          


          


          By:                                                                           

          Name:

          Title: