ex10_1.htm


    Exhibit 10.01


    
      
        
          

        

      

      
 

      


      THIRD
        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

      


      


      among

      


      


      FRONTIER
        OIL AND REFINING COMPANY,

      as
        Borrower

      


      and

      


      FRONTIER
        OIL CORPORATION

      


      and

      


      THE
        LENDERS NAMED HEREIN

      


      and

      


      UNION
        BANK OF CALIFORNIA, N.A.,

      as
        Administrative Agent and Lead Arranger

      


      and

      


      BNP
        PARIBAS,

      as
        Syndication Agent

      


      and

      


      TORONTO
        DOMINION (TEXAS) LLC and WELLS FARGO BANK, N.A.,

      as
        Co-Documentation Agents

      


      


      


      October
        1, 2007

      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

        Table
          of Contents

      

      


      
        	
                ARTICLE
                  1.     INTERPRETATION
                  AND DEFINITIONS

              	
                -
                  1
                  -

              
	
                Section
                  1.1

              	
                Definitions

              	
                -
                  1
                  -

              
	
                Section
                  1.2

              	
                Accounting
                  Terms

              	
                -
                  24 -

              
	
                Section
                  1.3

              	
                Interpretation

              	
                -
                  24 -

              
	
                ARTICLE
                  2.     COMMITMENTS

              	
                -
                  24 -

              
	
                Section
                  2.1

              	
                Commitments.

              	
                -
                  25 -

              
	
                Section
                  2.2

              	
                Fees.

              	
                -
                  26 -

              
	
                Section
                  2.3

              	
                Mandatory
                  Prepayment of Advances and Pledge of Cash Collateral

              	
                -
                  26 -

              
	
                Section
                  2.4

              	
                Making
                  Advances.

              	
                -
                  27 -

              
	
                Section
                  2.5

              	
                Repayment

              	
                -
                  28 -

              
	
                Section
                  2.6

              	
                Interest.

              	
                -
                  28 -

              
	
                Section
                  2.7

              	
                Optional
                  Prepayments

              	
                -
                  29 -

              
	
                Section
                  2.8

              	
                Conversion
                  of Advances.

              	
                -
                  29 -

              
	
                Section
                  2.9

              	
                Issuance
                  of Letters of Credit.

              	
                -
                  30 -

              
	
                Section
                  2.10

              	
                Drawing
                  and Reimbursement.

              	
                -
                  31 -

              
	
                Section
                  2.11

              	
                Obligations
                  Absolute

              	
                -
                  31 -

              
	
                Section
                  2.12

              	
                Letter
                  of Credit Fees and Charges.

              	
                -
                  32 -

              
	
                Section
                  2.13

              	
                Limits
                  of Liability of Agent and Lenders.

              	
                -
                  33 -

              
	
                Section
                  2.14

              	
                Payments.

              	
                -
                  33 -

              
	
                Section
                  2.15

              	
                Computation
                  of Interest and Fees

              	
                -
                  34 -

              
	
                Section
                  2.16

              	
                Payments
                  on Non-Business Days

              	
                -
                  34 -

              
	
                Section
                  2.17

              	
                Sharing
                  of Payments, Etc.

              	
                -
                  34 -

              
	
                Section
                  2.18

              	
                Evidence
                  of Debt.

              	
                -
                  35 -

              
	
                Section
                  2.19

              	
                Continuation
                  of Outstanding Credit

              	
                -
                  35 -

              
	
                ARTICLE
                  3.     YIELD
                  PROTECTION

              	
                -
                  35 -

              
	
                Section
                  3.1

              	
                Increased
                  LIBOR Advance Costs

              	
                -
                  35 -

              
	
                Section
                  3.2

              	
                Illegality

              	
                -
                  36 -

              
	
                Section
                  3.3

              	
                Inadequacy
                  of LIBOR

              	
                -
                  36 -

              
	
                Section
                  3.4

              	
                Increased
                  Letter of Credit Costs

              	
                -
                  36 -

              
	
                Section
                  3.5

              	
                Capital
                  Adequacy

              	
                -
                  36 -

              
	
                Section
                  3.6

              	
                Funding
                  Losses

              	
                -
                  37 -

              
	
                Section
                  3.7

              	
                Taxes.

              	
                -
                  37 -

              
	
                Section
                  3.8

              	
                Substitution
                  of Lender

              	
                -
                  39 -

              
	
                ARTICLE
                  4.     CONDITIONS
                  OF
                  EXTENDING CREDIT

              	
                -
                  39 -

              
	
                Section
                  4.1

              	
                Closing
                  Date

              	
                -
                  39 -

              
	
                Section
                  4.2

              	
                Advances

              	
                -
                  41 -

              
	
                Section
                  4.3

              	
                Letters
                  of Credit

              	
                -
                  42 -

              
	
                Section
                  4.4

              	
                Increases
                  in Maximum Aggregate Commitment

              	
                -
                  42 -

              
	
                Section
                  4.5

              	
                Determinations
                  under Section 4.1

              	
                -
                  43 -

              
	
                ARTICLE
                  5.     REPRESENTATIONS
                  AND WARRANTIES

              	
                -
                  43 -

              
	
                Section
                  5.1

              	
                Corporate
                  Existence and Power

              	
                -
                  43 -

              
	
                Section
                  5.2

              	
                Authorization

              	
                -
                  43 -

              
	
                Section
                  5.3

              	
                Governmental
                  Action, Etc

              	
                -
                  44 -

              
	
                Section
                  5.4

              	
                Binding
                  Effect

              	
                -
                  44 -

              
	
                Section
                  5.5

              	
                Financial
                  Statements

              	
                -
                  44 -

              
	
                Section
                  5.6

              	
                Other
                  Information

              	
                -
                  45 -

              
	
                Section
                  5.7

              	
                Litigation

              	
                -
                  45 -

              
	
                Section
                  5.8

              	
                Trademarks,
                  Etc.

              	
                -
                  45 -

              
	
                Section
                  5.9

              	
                Fire,
                  Etc.

              	
                -
                  45 -

              
	
                Section
                  5.10

              	
                Burdensome
                  Agreements

              	
                -
                  45 -

              
	
                Section
                  5.11

              	
                Taxes,
                  Etc

              	
                -
                  45 -

              
	
                Section
                  5.12

              	
                Investment
                  Company

              	
                -
                  45 -

              
	
                Section
                  5.13

              	
                Solvency

              	
                -
                  46 -

              
	
                Section
                  5.14

              	
                Title
                  to Properties

              	
                -
                  46 -

              
	
                Section
                  5.15

              	
                Ownership

              	
                -
                  46 -

              
	
                Section
                  5.16

              	
                ERISA

              	
                -
                  46 -

              
	
                Section
                  5.17

              	
                Environmental
                  Compliance.

              	
                -
                  46 -

              
	
                Section
                  5.18

              	
                Regulation
                  U

              	
                -
                  47 -

              
	
                Section
                  5.19

              	
                Material
                  Contracts

              	
                -
                  47 -

              
	
                ARTICLE
                  6.     AFFIRMATIVE
                  COVENANTS

              	
                -
                  47 -

              
	
                Section
                  6.1

              	
                Borrower
                  Information Requirements

              	
                -
                  47 -

              
	
                Section
                  6.2

              	
                Audits

              	
                -
                  48 -

              
	
                Section
                  6.3

              	
                Returns
                  and Allowances

              	
                -
                  48 -

              
	
                Section
                  6.4

              	
                FOC
                  Information Requirements

              	
                -
                  48 -

              
	
                Section
                  6.5

              	
                Compliance
                  with Governmental Rules

              	
                -
                  51 -

              
	
                Section
                  6.6

              	
                Payment
                  of Taxes, Etc.

              	
                -
                  51 -

              
	
                Section
                  6.7

              	
                Maintenance
                  of Insurance

              	
                -
                  51 -

              
	
                Section
                  6.8

              	
                Preservation
                  of Legal Existence, Etc.

              	
                -
                  51 -

              
	
                Section
                  6.9

              	
                Visitation
                  Rights

              	
                -
                  51 -

              
	
                Section
                  6.10

              	
                Keeping
                  of Books

              	
                -
                  51 -

              
	
                Section
                  6.11

              	
                Maintenance
                  of Properties, Etc.

              	
                -
                  52 -

              
	
                Section
                  6.12

              	
                Transactions
                  with Affiliates

              	
                -
                  52 -

              
	
                Section
                  6.13

              	
                Performance
                  of Material Contracts

              	
                -
                  52 -

              
	
                Section
                  6.14

              	
                Compliance
                  with Environmental Laws.

              	
                -
                  52 -

              
	
                Section
                  6.15

              	
                Additional
                  Guarantors

              	
                -
                  53 -

              
	
                ARTICLE
                  7.     NEGATIVE
                  COVENANTS

              	
                -
                  53 -

              
	
                Section
                  7.1

              	
                Cleanup
                  Period

              	
                -
                  53 -

              
	
                Section
                  7.2

              	
                Use
                  of Advances and Letters of Credit

              	
                -
                  53 -

              
	
                Section
                  7.3

              	
                Liens,
                  Etc.

              	
                -
                  53 -

              
	
                Section
                  7.4

              	
                Debt

              	
                -
                  54 -

              
	
                Section
                  7.5

              	
                Lease
                  Obligations

              	
                -
                  56 -

              
	
                Section
                  7.6

              	
                Mergers,
                  Etc.

              	
                -
                  56 -

              
	
                Section
                  7.7

              	
                Sales,
                  Etc. of Assets

              	
                -
                  56 -

              
	
                Section
                  7.8

              	
                Investments
                  in Other Persons

              	
                -
                  57 -

              
	
                Section
                  7.9

              	
                Dividends,
                  Etc.

              	
                -
                  57 -

              
	
                Section
                  7.10

              	
                Leverage
                  Ratio

              	
                -
                  58 -

              
	
                Section
                  7.11

              	
                Ratio
                  of Debt to Capitalization

              	
                -
                  58 -

              
	
                Section
                  7.12

              	
                Holding
                  of Cash and Cash Equivalents

              	
                -
                  58 -

              
	
                Section
                  7.13

              	
                Change
                  in Nature of Business

              	
                -
                  58 -

              
	
                Section
                  7.14

              	
                Compliance
                  with ERISA

              	
                -
                  59 -

              
	
                Section
                  7.15

              	
                Amendment,
                  Etc. of Material Contracts

              	
                -
                  59 -

              
	
                Section
                  7.16

              	
                Change
                  of Fiscal Periods

              	
                -
                  59 -

              
	
                ARTICLE
                  8.     EVENTS OF
                  DEFAULT

              	
                -
                  59 -

              
	
                Section
                  8.1

              	
                Events
                  of Default

              	
                -
                  59 -

              
	
                ARTICLE
                  9.     THE
                  ADMINISTRATIVE AGENT

              	
                -
                  61 -

              
	
                Section
                  9.1

              	
                Authorization
                  and Action

              	
                -
                  61 -

              
	
                Section
                  9.2

              	
                Administrative
                  Agent’s Reliance, Etc.

              	
                -
                  62 -

              
	
                Section
                  9.3

              	
                UBOC
                  and Affiliates

              	
                -
                  62 -

              
	
                Section
                  9.4

              	
                Lender
                  Credit Decision

              	
                -
                  62 -

              
	
                Section
                  9.5

              	
                Indemnification

              	
                -
                  62 -

              
	
                Section
                  9.6

              	
                Successor
                  Administrative Agent

              	
                -
                  63 -

              
	
                Section
                  9.7

              	
                Administrative
                  Agent as Collateral Holder.

              	
                -
                  63 -

              
	
                Section
                  9.8

              	
                No
                  Other Duties, Etc

              	
                -
                  64 -

              
	
                ARTICLE
                  10.     MISCELLANEOUS

              	
                -
                  64 -

              
	
                Section
                  10.1

              	
                Amendments,
                  Etc

              	
                -
                  64 -

              
	
                Section
                  10.2

              	
                Notices,
                  Etc.

              	
                -
                  65 -

              
	
                Section
                  10.3

              	
                No
                  Waiver; Remedies

              	
                -
                  66 -

              
	
                Section
                  10.4

              	
                Costs
                  and Expenses

              	
                -
                  66 -

              
	
                Section
                  10.5

              	
                Indemnification

              	
                -
                  66 -

              
	
                Section
                  10.6

              	
                Right
                  of Setoff

              	
                -
                  67 -

              
	
                Section
                  10.7

              	
                Binding
                  Effect

              	
                -
                  67 -

              
	
                Section
                  10.8

              	
                Assignments,
                  Joinders and Participations.

              	
                -
                  67 -

              
	
                Section
                  10.9

              	
                Disclosure

              	
                -
                  70 -

              
	
                Section
                  10.10

              	
                GOVERNING
                  LAW

              	
                -
                  70 -

              
	
                Section
                  10.11

              	
                Limitation
                  on Interest

              	
                -
                  70 -

              
	
                Section
                  10.12

              	
                Headings

              	
                -
                  71 -

              
	
                Section
                  10.13

              	
                Execution
                  in Counterparts

              	
                -
                  71 -

              
	
                Section
                  10.14

              	
                USA
                  PATRIOT Act Notice

              	
                -
                  71 -

              
	
                Section
                  10.15

              	
                Amendment
                  and Restatement

              	
                -
                  71 -

              
	
                Section
                  10.16

              	
                WAIVER
                  OF JURY TRIAL

              	
                -
                  71 -

              
	
                Section
                  10.17

              	
                Judicial
                  Reference

              	
                -
                  72 -

              
	 	 	 
	Schedule
                1:   	Commitments	 
	Schedule
                2: 	Letter
                of Credit Banks for Eligible Accounts	 
	Schedule
                3: 	Approved
                Account Debtors	 
	Schedule
                4:	Methods
                of Calculation of Fair-Market Value of Inventory	 
	Schedule
                5:	Subsidiaries	 
	Schedule
                6:	Acceptable
                Commodities Brokers	 
	Schedule
                7: 	Lenders’
                Addresses for Notice	 
	 	 	 
	Exhibit
                A: 	Revolving
                Note	 
	Exhibit
                B: 	Application
                and Agreement for Irrevocable Standby Letter of Credit	 
	Exhibit
                C:  	Borrowing
                Base Certificate	 
	Exhibit
                D: 	Assignment
                and Assumption	 
	Exhibit
                E:	Notice
                of Borrowing	 
	Exhibit
                F:  	Notice
                of Conversion/Continuation	 
	Exhibit
                G:  	Joinder
                Agreement	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    THIRD
      AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

    


    


    


    This
      Agreement, dated as of October 1, 2007, is entered into by (1) FRONTIER OIL
      AND
      REFINING COMPANY, a Delaware corporation (the
“Borrower”), (2) FRONTIER OIL CORPORATION, a Wyoming
      corporation (“FOC”), (3) the financial institutions
      listed on the signature pages hereof and each other financial institution that
      becomes a party hereto pursuant to Section 10.8 (the
“Lenders”), (4) UNION BANK OF CALIFORNIA, N.A., a
      national banking association, as administrative agent (in such capacity, the
      “Administrative Agent”), and (5) BNP PARIBAS, a French
      banking corporation, as syndication agent (in such capacity, the
“Syndication Agent”).

    


    ARTICLE
      1.

    INTERPRETATION
      AND DEFINITIONS

    


    Section
      1.1                                Definitions

    .
      The
      terms set forth below, as used herein, shall have the respective meanings set
      forth below.

    


    “Accepting
      Lender” has the meaning set forth in Section 2.1(b).

    


    “Accounts”
      means the unpaid portion of the obligations to the Borrower of customers of
      the
      Borrower to pay for goods sold and shipped (net of commissions to agents).
      Such
      obligations shall be deemed to have been paid when the payment therefor clears
      the Lockbox Account or, in the case of certain wire transfers, the Concentration
      Account (as defined in the Security Agreement).

    


    “Administrative
      Agent” has the meaning set forth in the recital of parties to this
      Agreement.

    


    “Advances”
      has the meaning set forth in Section 2.1(a).

    


    “Affiliate”
      means, as to any Person, any other Person that, directly or indirectly,
      controls, is controlled by or is under common control with such Person or is
      a
      director or officer of such Person. For purposes of this definition, the term
      “control” (including the terms “controlling,” “controlled by” and “under common
      control with”) of a Person means the possession, direct or indirect, of the
      power to vote 10% or more of the Capital Stock having ordinary voting power
      for
      the election of directors of such Person or to direct or cause the direction
      of
      the management and policies of such Person, whether through the ownership of
      Capital Stock, by contract or otherwise.

    


    “Applicable
      Base Rate Margin” means the applicable interest-rate margin
      determined pursuant to the table set forth below, in accordance with the Pricing
      Level in effect from time to time.


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    Pricing
      Level                                                                  Margin

    


    Pricing
      Level
      1                                                      1.00%
per annum

    Pricing
      Level
      2                                                      1.25%
per annum

    Pricing
      Level
      3                                                      1.50%
per annum

    Pricing
      Level
      4                                                      1.75%
per annum

    


    “Applicable
      Commitment Fee Rate” means the applicable rate determined pursuant
      to the table set forth below, in accordance with the Pricing Level in effect
      from time to time.

    


    Pricing
      Level                                                                Rate

    


    Pricing
      Level
      1                                                      0.25%
per annum

    Pricing
      Level
      2                                                      0.25%
per annum

    Pricing
      Level
      3                                                      0.30%
per annum

    Pricing
      Level
      4                                                      0.35%
per annum

    


    “Applicable
      LIBOR Margin” means the applicable interest-rate margin determined
      pursuant to the table set forth below, in accordance with the Pricing Level
      in
      effect from time to time.

    


    Pricing
      Level                                                                Margin

    


    Pricing
      Level
      1                                                      1.00%
per annum

    Pricing
      Level
      2                                                      1.25%
per annum

    Pricing
      Level
      3                                                      1.50%
per annum

    Pricing
      Level
      4                                                      1.75%
per annum

    


    “Applicable
      LOC Fee Rate” means the applicable rate determined pursuant to the
      table set forth below, in accordance with the Pricing Level in effect from
      time
      to time.

    


    Pricing
      Level                                                                Rate

    


    Pricing
      Level
      1                                                      0.875%
per annum

    Pricing
      Level
      2                                                      1.125%
per annum

    Pricing
      Level
      3                                                      1.375%
per annum

    Pricing
      Level
      4                                                      1.625%
per annum

    


    “Assignment
      and Assumption” means an Assignment and Assumption substantially
      in the form of Exhibit D.

    


    “Assignment
      of Claims Act” means the Assignment of Claims Act of 1940 (31 U.S.C.
§3727).


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    “Authorized
      Officer” means, with respect to any action, an officer of the
      Borrower authorized to take such action pursuant to resolutions of the Borrower
      delivered to the Administrative Agent from time to time.

    


    “Base
      Rate” means, for any Interest Period for each Base Rate Advance
      that is part of the same Borrowing, the rate of interest per annum
      equal to the sum of (a) the Term Federal Funds Rate for such Interest Period
      plus (b) 0.5% per annum.

    


    “Base
      Rate Advance” means, at any time, any Advance that bears interest
      by reference to the Base Rate.

    


    “Baytex
      Crude Supply Agreement” means the Crude Oil Supply Agreement dated
      October 15, 2002 between Baytex Energy Ltd., a body corporate having offices
      in
      Calgary, Alberta, Canada, and FOC, which was assigned by Baytex Energy Ltd.
      to
      Baytex Marketing Ltd. on November 28, 2002, as amended to the date
      hereof.

    


    “BNP
      Paribas” means BNP Paribas, a French banking corporation, in its
      individual capacity.

    


    “Borrower”
      has the meaning set forth in the recital of parties to this
      Agreement.

    


    “Borrower
      Guaranty” means the Borrower Guaranty executed by the Borrower in
      favor of the Lenders and the Administrative Agent and delivered thereto pursuant
      to this Agreement.

    


    “Borrowing”
      means a borrowing by the Borrower consisting of Advances of the same Type made
      by the Lenders on the same day.

    


    “Borrowing
      Base” means, at any time of determination, the difference between
      (a) the sum of the following, without duplication:

    


    (i)           95%
      of the amount of Eligible Accounts backed by letters of credit issued by banks
      listed or described on Schedule 2 (together with such additional banks as the
      Administrative Agent may agree to add to Schedule 2 in its sole discretion
      by
      notification of the same to the Borrower in writing), but only to the extent,
      with respect to any such bank, that the aggregate face amount of all letters
      of
      credit backing Eligible Accounts issued by such bank that are outstanding at
      any
      time does not exceed the applicable amount set forth for such bank on Schedule
      2
      (provided, however, that the Administrative Agent reserves the
      right in its sole discretion to make exceptions to the foregoing by notification
      of the same to the Borrower in writing);

    


    (ii)           90%
      of the amount of Eligible Accounts receivable from (A) approved account debtors
      listed from time to time on Schedule 3 or as to which the Majority Lenders
      through the Administrative Agent have otherwise given their prior written
      approval, which listing or approval may be withdrawn at any time by the Majority
      Lenders through the Administrative Agent by written notification to the
      Borrower, or (B) account debtors that are


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    Governmental
      Persons that have complied with the granting and perfection provisions of the
      Assignment of Claims Act with respect to such Eligible Accounts;

    


     (iii)           30%
      of the amount of Accounts (A) that are receivable from account debtors that
      are
      Governmental Persons covered by the Assignment of Claims Act, (B) as to which
      the Borrower has notified the Administrative Agent in writing (which notice,
      with respect to each such account debtor, shall be sufficient if given once
      with
      respect thereto) and has provided the Administrative Agent such information
      as
      reasonably requested thereby, (C) that would otherwise be Eligible Accounts
      but
      for the fact that they are 30 days or more past-due and/or such Governmental
      Persons have not complied with the granting and perfection provisions of the
      Assignment of Claims Act with respect to such Accounts and (D) that are not
      more
      than 120 days past-due (provided, however, that the aggregate
      amount of such Accounts, before making the calculation set forth in this clause
      (iii) for the purpose of determining the aggregate amount of such Accounts
      to be
      included in the Borrowing Base, shall not exceed $10,000,000);

    


    (iv)           85%
      of Eligible Accounts that do not fall within clause (i), (ii) or (iii)
      above;

    


    (v)           80%
      of Eligible Exchange Balances (provided, however, that the
      aggregate amount of Eligible Exchange Balances, before making the calculation
      set forth in this clause (v) for the purpose of determining the aggregate amount
      of Eligible Exchange Balances to be included in the Borrowing Base, shall not
      exceed $8,500,000);

    


    (vi)           80%
      of Eligible Inventory (subject to the proviso in clause (vii) below);
      and

    


    (vii)           70%
      of Eligible Prepaid Crude Purchases (provided, however, that (A)
      the aggregate amount of Eligible Prepaid Crude Purchases, before making the
      calculation described in this clause (vii) for the purpose of determining the
      aggregate amount of Eligible Prepaid Crude Purchases to be included in the
      Borrowing Base, shall not exceed $30,000,000 and (B) the aggregate amount of
      Eligible Inventory and Eligible Prepaid Crude Purchases, before making the
      calculations described in clause (vi) above and in this clause (vii) for the
      purpose of determining the aggregate amount of Eligible Inventory and Eligible
      Prepaid Crude Purchases to be included in the Borrowing Base, shall not exceed
      $175,000,000);

    


    minus
      (b)
      the amount, if any, by which the aggregate amount charged for federal excise
      taxes on motor fuels that is included in the sum of the amounts determined
      pursuant to clauses (a)(i), (ii), (iii) and (iv) above exceeds
      $3,000,000.

    


    “Borrowing
      Base Certificate” means a certificate of the Borrower, together
      with attached schedules, substantially in the form of Exhibit C.

    


    “Business
      Day” means a day of the year on which banks are not required or
      authorized to close in Los Angeles and, if the applicable Business Day relates
      to any LIBOR Advances, on which dealings are carried on in the London interbank
      market.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    


    “Calculation
      Period” means, for purposes of calculating any financial measure
      with respect to FOC and its Subsidiaries, any period of four successive fiscal
      quarters of FOC ending on the last day of a fiscal quarter of FOC.

    


    “Capitalized
      Leases” has the meaning set forth in clause (e) of the definition
      of “Debt” in this Section 1.1.

    


    “Capital
      Stock” means (a) any and all shares, interests, participations or
      other equity interests in any Person and (b) any and all warrants, rights or
      options to acquire any of the foregoing.

    


    “Cash
      Equivalents” means: (a) United States dollars or up to $2,000,000
      of Canadian dollars; (b) securities issued or directly and fully guaranteed
      or
      insured by the United States government or any agency or instrumentality thereof
      and having maturities of not more than six months from the date of acquisition;
      (c) certificates of deposit and Eurodollar time deposits with maturities of
      one
      year or less from the date of acquisition, bankers’ acceptances with maturities
      not exceeding one year and overnight bank deposits, in each case with any
      commercial bank organized under the laws of any country that is a member of
      the
      Organization for Economic Cooperation and Development and having capital and
      surplus in excess of $500,000,000; (d) repurchase obligations with a term of
      not
      more than seven days for underlying securities of the types described in clauses
      (b) and (c) above that are entered into with any financial institution meeting
      the qualifications specified in clause (c) above; (e) commercial paper having
      the highest rating obtainable from Moody’s or S&P and in each case maturing
      within 180 days after the date of acquisition; (f) commercial paper, maturing
      not more than 180 days after the date of acquisition, issued by a corporation
      organized and existing under the laws of the United States of America or any
      foreign country recognized by the United States of America, with a rating at
      the
      time as of which any investment therein is made of P-1 (or higher) according
      to
      Moody’s or A-1 (or higher) according to S&P; (g) deposits available for
      withdrawal on demand with any commercial bank not meeting the qualifications
      specified in clause (c) above, provided that all such deposits do not exceed
      $2,000,000 in the aggregate at any one time; and (h) money market mutual funds
      substantially all of the assets of which are of the types described in the
      preceding clauses (a) through (f).

    


    “Cheyenne
      Refinery” means FRI’s crude-oil refinery in Cheyenne,
      Wyoming.

    


    “Closing
      Date” has the meaning set forth in Section 4.1.

    


    “Cogen
      Lease” means the Sub-Sublease Agreement (Cogeneration Facility)
      dated as of October 19, 1999 between FERC and Shell Oil Products US, as amended
      to the date hereof.

    


    “Collateral”
      means, collectively, (a) the “Collateral” as defined in the Security Agreement
      and (b) the “Collateral” as defined in the Stock Pledge
      Agreement.


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    “Commercial
      Finance Audit” means an audit of the Borrower’s books, records and
      accounting procedures conducted by the Administrative Agent or an independent
      consulting firm selected by the Administrative Agent.

    


    “Commitment”
      means, for each Lender, the amount set forth opposite such Lender’s name on
      Schedule 1 under the heading “Commitment” or, if such Lender has entered into
      one or more Assignments and Assumptions and/or Joinder Agreements, set forth
      for
      such Lender in the Register maintained by the Administrative Agent pursuant
      to
      Section 10.8(d), as such amount may be reduced from time to time pursuant to
      Section 2.1(c).

    


    “Commitment
      Increase Date” has the meaning set forth in Section
      2.1(b).

    


    “Commitment
      Increase Request” has the meaning set forth in Section
      2.1(b).

    


    “Commitment
      Termination Date” means October 3, 2011 or any earlier date on
      which the Commitments are terminated pursuant to the terms of this Agreement;
      provided, however, that, upon (a) written request by the Borrower
      not later than the date that is 1 year before the Commitment Termination Date
      in
      effect from time to time and (b) written notice of extension of the Commitment
      Termination Date by the Administrative Agent to the Borrower, the Commitment
      Termination Date may be extended from time to time by the Administrative Agent
      and the Lenders, in their sole and absolute discretion, for up to an additional
      year.

    


     “Conoco
      Operating Agreement” means the Operating Agreement (Conoco Pipe
      Line Company and Frontier Pipeline Inc. Joint Interest Pipeline System) dated
      September 13, 1989 between Conoco Pipe Line Company and FPI, as amended to
      the
      date hereof.

    


    “ConocoPhillips”
      means ConocoPhillips Company, a Delaware corporation.

    


    “Consolidated
      EBITDA” means, for FOC and its Subsidiaries on a consolidated
      basis for any period, Consolidated Net Income plus (a) without duplication
      and
      to the extent reflected as a charge in the statement of Consolidated Net Income,
      the sum of (i) income-tax expense, (ii) Consolidated Interest Expense, (iii)
      depletion, depreciation and amortization expense, (iv) extraordinary charges
      or
      losses and (v) other noncash charges, expenses or losses (excluding any such
      charge, expense or loss incurred in the ordinary course of business that
      constitutes an accrual of or reserve for cash charges for any future period),
      provided that cash payments made during such period or in any future period
      in
      respect of such noncash charges, expenses or losses (other than any such
      excluded charge, expense or loss) shall be subtracted from Consolidated Net
      Income in calculating Consolidated EBITDA for the period in which such payments
      are made, minus (b) without duplication and to the extent included in the
      statement of such Consolidated Net Income for such period, the sum of (i)
      interest income, (ii) extraordinary income or gains and (iii) other noncash
      income (excluding any items that represent the reversal of any accrual of,
      or
      cash reserve for, anticipated cash charges in any prior period that are
      described in the parenthetical in clause (a)(v) above).

    


    “Consolidated
      Funded Debt” means, for FOC and its Subsidiaries on a consolidated
      basis, all Debt, other than Debt of the Borrower under this Agreement, that
      matures


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    more
      than
      one year from the date of its creation or that matures within one year from
      such
      date but is renewable or extendible, at the option of the debtor, to a date
      more
      than one year from such date, but excluding all amounts of Consolidated Funded
      Debt required to be paid or prepaid within one year from the date of
      determination.

    


    “Consolidated
      Interest Expense” means, for FOC and its Subsidiaries on a
      consolidated basis for any period, the sum of (a) all interest, commitment
      fees
      and loan fees in respect of Debt that are deducted in determining Consolidated
      Net Income for such period, together with all interest that is capitalized
      or
      deferred during such period and not deducted in determining Consolidated Net
      Income for such period, plus (b) all fees, expenses and charges in respect
      of
      letters of credit that are deducted in determining Consolidated Net Income
      for
      such period, together with all such fees, expenses and charges in respect of
      letters of credit that are capitalized or deferred during such period and not
      deducted in determining Consolidated Net Income for such period. Revenues and
      expenses derived from Hedge Agreements related to interest rates or dividend
      rates will be treated as adjustments to interest expense for purposes of this
      definition.

    


    “Consolidated
      Net Income” means, for FOC and its Subsidiaries on a consolidated
      basis for any period, net income (or loss), but excluding (a) the income (or
      deficit) of any Person accrued before the date it becomes a Subsidiary or is
      merged into or consolidated with FOC or any Subsidiary, (b) the income (or
      deficit) of any Person (other than a Subsidiary) in which FOC or any Subsidiary
      has an ownership interest, except to the extent that any such income is actually
      received by FOC or such Subsidiary in the form of dividends or similar
      distributions, and (c) the undistributed earnings of any Subsidiary to the
      extent that the declaration or payment of dividends or similar distributions
      by
      such Subsidiary is not at the time permitted by the terms of any Governmental
      Rule, contractual obligation (other than any Credit Document) or charter,
      corporate or similar legal restriction applicable to such
      Subsidiary.

    


    “Continuing
      Directors” means (a) the directors of FOC on June 30, 2007 and (b)
      each other director whose nomination for election to the Board of Directors
      of
      FOC is recommended by at least a majority of the then Continuing
      Directors.

    


    “Conversion,”
      “Convert” and “Converted”
each refer to a conversion
      of Advances of one Type into Advances of another Type
      pursuant to the terms of this Agreement.

    


    “Credit
      Documents” means this Agreement, the Notes, the Security
      Agreement, the Guaranty, the Stock Pledge Agreement, the Securities Account
      Control Agreements, any Letter of Credit Requests that are executed by the
      Borrower from time to time, any Assignments and Assumptions that are executed
      from time to time, any Joinder Agreements that are executed from time to time,
      any Hedge Agreements that are executed from time to time only by a Credit Party
      and one or more Lenders, the Borrower Guaranty, the FRMI Guaranty, the Fee
      Letter and the Four Party Lockbox Agreement dated as of December 22, 1999 among
      the Borrower, the Administrative Agent, Regulus West LLC, a Delaware limited
      liability company, and Wells Fargo Bank, N.A., a national banking
      association.

    


    “Credit
      Parties” means the Borrower and each Guarantor.


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    


    “Debt”
      of any Person means, at any date without duplication, (a) all obligations of
      such Person for borrowed money; (b) all obligations of such Person evidenced
      by
      bonds, debentures, notes or other similar instruments; (c) all obligations
      of
      such Person to pay the deferred purchase price of property or services
      (excluding normal trade payables not overdue that are incurred in the ordinary
      course of such Person’s business); (d) all indebtedness created or arising under
      any conditional-sale or other title-retention agreement with respect to property
      acquired by such Person (even though the rights and remedies of the seller
      or
      lender under such agreement in the event of a default are limited to
      repossession or sale of such property); (e) all obligations of such Person
      as
      lessee under leases that have been or should be, in accordance with GAAP,
      recorded as capitalized leases; (f) all obligations, contingent or otherwise
      of
      such Person under acceptance, letter-of-credit or similar facilities; (g) all
      obligations of such Person to purchase, redeem, retire, defease or otherwise
      acquire for value any Capital Stock of such Person, valued, in the case of
      redeemable preferred stock, at the greater of its voluntary and involuntary
      liquidation preference plus accrued and unpaid dividends; (h) for purposes
      of
      Sections 7.4 and 8.1(d) only, all obligations of such Person under Hedge
      Agreements; (i) all obligations of such Person as lessee under leases (commonly
      known as “synthetic” leases) under which such Person is treated as owner of the
      leased asset for tax purposes but, in accordance with GAAP, not for accounting
      purposes; (j) all Debt referred to in any of clauses (a) through (i) above
      that
      is guaranteed directly or indirectly by such Person, or in effect guaranteed
      directly or indirectly by such Person through an agreement (i) to pay or
      purchase such Debt or to advance or supply funds for the payment or purchase
      of
      such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property,
      or to
      purchase or sell services, primarily for the purpose of enabling the debtor
      to
      make payment of such Debt or to assure the holder of such Debt against loss,
      (iii) to advance or supply funds to maintain working capital or equity capital
      of another Person or otherwise to maintain the net worth or solvency of such
      Person (including any agreement in the nature of a support arrangement to pay
      for property or services irrespective of whether such property is received
      or
      such services are rendered) or (iv) otherwise to assure a creditor against
      loss;
      (k) all Debt referred to in any of clauses (a) through (i) above secured by
      (or
      for which the holder of such Debt has an existing right, contingent or
      otherwise, to be secured by) any Lien on property (including accounts receivable
      and contract rights) owned by such Person, even though such Person has not
      assumed or become liable for the payment of such Debt; and (l) any accumulated
      funding deficiency (as defined in Section 412(a) of the Tax Code) for a Plan
      of
      such Person.

    


    “Default”
      means any Event of Default or any event or condition that, with the giving
      of
      notice or the lapse of time, or both, would become an Event of
      Default.

    


    “Default
      Rate” has the meaning set forth in Section 2.6(b).

    


    “El
      Dorado Refinery” means FERC’s crude-oil refinery in El Dorado,
      Kansas.

    


    “Eligible
      Accounts” means those Accounts of the Borrower that (a) are within
      60 days of the date of the related invoice, (b) are less than 30 days past-due,
      (c) are (together with the relevant “Related Contracts,” as defined in the
      Security Agreement) covered by a perfected first-priority security interest
      in
      favor of the Administrative Agent and (d) comply with all of
      the


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    representations,
      warranties and covenants of the Borrower in the Credit Documents;
provided, however, that Eligible Accounts shall not include the
      following:

    


    (i)           Accounts
      with respect to which the account debtor is an officer, employee or agent of
      the
      Borrower;

    


    (ii)           Accounts
      with respect to which goods have been placed on consignment, guaranteed sale
      or
      other terms by reason of which the payment by the account debtor may be
      conditional;

    


    (iii)           Accounts
      with respect to which the account debtor is not a Person resident in the United
      States;

    


    (iv)           Accounts
      with respect to which the account debtor is the United States of America or
      any
      department, agency or instrumentality of the United States of America;
provided, however, that an Account shall not be deemed ineligible
      by reason of this clause (iv) if the Borrower has taken the necessary steps,
      to
      the satisfaction of the Administrative Agent evidenced in writing, to perfect
      a
      first-priority security interest in such Account in favor of the Administrative
      Agent in compliance with the Assignment of Claims Act;

    


    (v)           Accounts
      with respect to which the account debtor is a state of the United States of
      America or a county, city, town, municipality or other division of any such
      state; provided, however, that an Account shall not be deemed
      ineligible by reason of this clause (v) if the Borrower has taken the necessary
      steps, to the satisfaction of the Administrative Agent evidenced in writing,
      to
      perfect a first-priority security interest in such Account in favor of the
      Administrative Agent in compliance with all applicable Governmental
      Rules;

    


    (vi)           Accounts
      with respect to which the account debtor is an Affiliate of the
      Borrower;

    


    (vii)           Accounts
      to whose account debtor the Borrower is or is to become liable, but only if
      such
      liability does not relate to any such Account and only to the extent of such
      liability;

    


    (viii)                      that
      portion of the aggregate Accounts owed to the Borrower by any single account
      debtor that exceeds 15% (or, in the case of Shell Oil Products US, 40%, provided
      that (A) if at any time Shell Oil Company, a Delaware corporation, no longer
      maintains a long-term corporate debt rating of at least Aa2 from Moody’s and at
      least AA+ from S&P, then said percentage for Shell Oil Products US shall
      automatically be reduced to 25%, and (B) said percentages may be reduced by
      the
      Administrative Agent, after consultation with the Syndication Agent, at any
      time
      by written notice of the same to the Borrower) of the amount of all of the
      Accounts of the Borrower, except as approved by the Administrative Agent in
      writing from time to time;

    


    (ix)           Accounts
      not denominated in United States dollars;


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (x)           Accounts
      with respect to which an invoice has not been sent within 2 Business Days after
      the effective date of any Borrowing Base Certificate in which such Accounts
      would otherwise be included for purposes of calculation of the Borrowing
      Base;

    


    (xi)           Accounts
      due from a particular account debtor if any Account due from such account debtor
      does not comply with the Borrower’s representations and warranties in Section 8
      of the Security Agreement and if the Administrative Agent notifies the Borrower
      that such Accounts are ineligible;

    


    (xii)           Accounts
      with respect to which the account debtor disputes liability or makes any claim,
      in whole or in part, but only (A) to the extent that the aggregate amount in
      dispute and/or as to which claim is made for all such Accounts exceeds $250,000,
      (B) to the extent that the aggregate amount of all such Accounts exceeds
      $500,000 or (C) if the amount in dispute or claimed cannot be quantified
      reasonably accurately;

    


    (xiii)                      Accounts
      due from a particular account debtor if any event of the types described in
      Section 8.1(e) occurs with respect to such account debtor;

    


    (xiv)                      Accounts
      due from a particular account debtor if such account debtor suspends normal
      business operations; and

    


    (xv)           Accounts
      that are not satisfactory to the Administrative Agent, in its sole discretion,
      using reasonable business judgment.

    


    Notwithstanding
      clauses (vi) and (vii) above, if (A) the obligations of an account debtor under
      an Account that would otherwise be excluded from Eligible Accounts under either
      such clause are supported by a letter of credit in form and substance
      satisfactory (including with respect to all documentary and other requirements
      of such letter of credit) to the Majority Lenders in their sole discretion,
      issued by a bank satisfactory to the Majority Lenders in their sole discretion,
      (B) the proceeds of such letter of credit have been assigned to the
      Administrative Agent as collateral for the Obligations, pursuant to
      documentation in form and substance satisfactory to the Majority Lenders in
      their sole discretion, and (C) the issuer of such letter of credit and any
      nominated person thereunder have consented to such assignment in writing,
      pursuant to documentation in form and substance satisfactory to the Majority
      Lenders in their sole discretion, and have delivered such writing to the
      Administrative Agent, then such Account shall not be excluded from Eligible
      Accounts pursuant to such clause (vi) or (vii).

    


    “Eligible
      Exchange Balances” means all of the Borrower’s Exchange Balances
      with other Persons (other than Affiliates of the Borrower) that are positive
      (i.e., in favor of the Borrower) after (a) deducting from such Exchange
      Balances in each instance the amount equal to the sum of the values of all
      obligations of the Borrower to deliver petroleum products or to pay money that
      the Borrower owes or incurs whenever it trades, lends, borrows or exchanges
      petroleum products in the ordinary course of business with such Persons, the
      value of such obligations to deliver petroleum products being the lesser of
      (i)
      the cost to the Borrower, as set forth in the books and records of the Borrower
      (valued on a first-in, first-out basis in accordance with GAAP), of like
      petroleum products for the previous month and (ii) the fair-market value of
      


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    like
      petroleum products as determined in accordance with the methods prescribed
      in
      Schedule 4, (b) adjusting such Exchange Balances upward or downward, as
      applicable, to account for all discounts, allowances, rebates, credits and
      other
      adjustments in respect of such Exchange Balances and (c) deducting from such
      Exchange Balances the amount billed for or representing retainage, if any,
      by
      such Persons with respect to such Exchange Balances, until all prerequisites
      to
      the immediate payment of such retainage have been satisfied; provided,
however, that Eligible Exchange Balances shall not include any Exchange
      Balance with respect to which: (i) the Administrative Agent does not have a
      perfected first-priority security interest; (ii) any representation, warranty
      or
      covenant contained in this Agreement or any other Credit Document has been
      breached; (iii) the customer or trading partner has disputed liability, or
      made
      any claim to the Borrower with respect to such Exchange Balance or with respect
      to any other Exchange Balance due from such customer or trading partner, other
      than for a minimal adjustment in the ordinary course of business and in
      accordance with regular commercial practice; or (iv) any event of a type
      described in Section 8.1(e) has occurred with respect to the customer or trading
      partner, or the customer or trading partner has suspended normal business
      operations.

    


    “Eligible
      Inventory” means all of the Borrower’s Inventory that (a) is
      covered by a perfected first-priority security interest in favor of the
      Administrative Agent (subject only to storage, transportation and other
      nonconsensual Liens created by operation of law or tariff in favor of carriers,
      transporters and warehousemen, securing only amounts due to such carriers,
      transporters and warehousemen in respect of carriage, transportation and storage
      services with respect to such Inventory, in each case securing obligations
      not
      then in default), (b) complies with all of the Borrower’s representations,
      warranties and covenants in the Credit Documents, (c) is not obsolete,
      unsalable, damaged or otherwise unfit for sale or further processing in the
      ordinary course of business, (d) is currently salable in compliance with all
      applicable Governmental Rules and without the need for any Governmental Action,
      (e) is held at locations set forth on Schedule 1 to the Security Agreement,
      (f)
      is listed on Schedule 4 attached to the most recent Borrowing Base Certificate
      delivered to the Lenders and (g) is otherwise satisfactory to the Administrative
      Agent, in its sole discretion, using reasonable business judgment, all such
      Inventory to be valued, at any time of determination, at the lower of (i)
      fair-market value as determined in accordance with the methods prescribed in
      Schedule 4 and (ii) cost, as set forth in the books and records of the Borrower
      (valued on a first-in, first-out basis, in accordance with GAAP).

    


    “Eligible
      Prepaid Crude Purchases” means all of the Borrower’s Prepaid Crude
      Purchases, after deducting therefrom any amounts payable by the Borrower to
      the
      seller in respect of such Prepaid Crude Purchases or otherwise; provided,
however, that Eligible Prepaid Crude Purchases shall not include any
      Prepaid Crude Purchase with respect to which: (a) the Administrative Agent
      does
      not have a perfected first-priority security interest; (b) any representation,
      warranty or covenant contained in this Agreement or any other Credit Document
      has been breached; (c) the seller disputes liability or has made any claim
      to
      the Borrower, other than for a minimal adjustment in the ordinary course of
      business and in accordance with regular commercial practice; (d) during the
      period of existence of such Prepaid Crude Purchase, any event of a type
      described in Section 8.1(e) has occurred with respect to the seller, or the
      seller has suspended normal business operations; or (e) any direct or indirect
      owner of the seller that is reasonably required by the Administrative Agent
      to
      be jointly and severally liable for such Prepaid Crude Purchase (i) is not
      jointly and severally liable for such 


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    Prepaid
      Crude Purchase, pursuant to documentation in form and substance acceptable
      to
      the Administrative Agent, or (ii) does not maintain a commercial paper rating
      of
      at least P-1 from Moody’s and at least A-1 from S&P.

    


    “EMC”
      means Ethanol Management Company, a Colorado corporation that is wholly owned
      by
      the Borrower.

    


    “Environmental
      Law” means any Governmental Rule relating to pollution or
      protection of the environment or any natural resource, to any Hazardous Material
      or to health or safety, including any Governmental Rule relating to the use,
      handling, transportation, treatment, storage, disposal, release or discharge
      of
      any Hazardous Material.

    


    “Environmental
      Permit” means any Governmental Action required under any
      Environmental Law.

    


    “Environmental
      Proceeding” means any action, suit, written demand, demand letter,
      claim, notice of noncompliance or violation, notice of liability or potential
      liability, investigation, proceeding, consent order or consent agreement
      relating in any way to any Environmental Law, any Environmental Permit or any
      Hazardous Material or arising from alleged injury or threat to health, safety
      or
      the environment, including (a) by any Governmental Person for enforcement,
      cleanup, removal, response, remedial or other actions or damages and (b) by
      any
      Person for damages, contribution, indemnification, cost recovery, compensation
      or injunctive relief.

    


    “Equiva
      Trading” means Equiva Trading Company, a Delaware general
      partnership.

    


    “ERISA”
      means the Employee Retirement Income Security Act of 1974.

    


    “ERISA
      Affiliate” means, with respect to any Person, any trade or
      business (whether or not incorporated) that is a “commonly controlled entity”
within the meaning of the regulations under Section 414 of the Tax
      Code.

    


    “Eurocurrency
      Liabilities” has the meaning set forth in Regulation D of the
      Board of Governors of the Federal Reserve System.

    


    “Event
      of Default” has the meaning set forth in Section 8.1.

    


    “Exchange
      Balances” means, with respect to any Person, all rights to receive
      petroleum products or to receive payment of money that the Borrower generates,
      acquires, possesses or owns whenever the Borrower trades, lends, borrows or
      exchanges petroleum products in the ordinary course of business with such Person
      (other than an Affiliate of the Borrower), the value of such rights to receive
      petroleum products being the lesser of (a) the cost to the Borrower, as set
      forth in the books and records of the Borrower (valued on a first-in, first-out
      basis in accordance with GAAP), of like petroleum products for the previous
      month and (b) 


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    the
      fair-market value of like petroleum products as determined in accordance with
      the methods prescribed in Schedule 4.

    


    “Excluded
      Taxes” means, with respect to the Administrative Agent, any Lender
      or any other recipient of a payment to be made by or on account of any
      obligation of the Borrower under this Agreement, (a) taxes imposed on or
      measured by its overall net income (however denominated), and franchise taxes
      imposed on it (in lieu of net income taxes), by the jurisdiction (or any
      political subdivision thereof) under the laws of which such recipient is
      organized or in which its principal office is located or, in the case of any
      Lender, in which its applicable lending office is located, (b) any
      branch-profits taxes imposed by the United States of America or any similar
      tax
      imposed by any other jurisdiction in which the Borrower is located and (c)
      in
      the case of a Foreign Lender (other than an assignee pursuant to Section 3.8),
      any withholding tax that is imposed on amounts payable to such Foreign Lender
      at
      the time such Foreign Lender becomes a party hereto (or designates a new lending
      office) or is attributable to such Foreign Lender’s failure or inability (other
      than as a result of an event described in Section 3.1 or 3.4) to comply with
      Section 3.7(e), except to the extent that such Foreign Lender (or its assignor,
      if any) was entitled, at the time of designation of a new lending office (or
      assignment), to receive additional amounts from the Borrower with respect to
      such withholding tax pursuant to Section 3.7(a).

    


    “Federal
      Funds Rate” means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted
      average
      of the rates on overnight federal funds transactions with members of the Federal
      Reserve System arranged by federal funds brokers, as published for such day
      (or,
      if such day is not a Business Day, for the next preceding Business Day) by
      the
      Federal Reserve Bank of New York or, if such rate is not so published for any
      day that is a Business Day, the average of the quotations for such day on such
      transactions received by the Administrative Agent from three federal funds
      brokers of recognized standing selected by it.

    


    “Fee
      Letter” means the letter agreement executed and delivered by the
      Borrower and UBOC pursuant to this Agreement, concerning fees payable by the
      Borrower to UBOC for its own account with respect to this
      Agreement.

    


    “FERC”
      means Frontier El Dorado Refining Company, a Delaware corporation that is wholly
      owned by FRMI.

    


    “FHI”
      means Frontier Holdings Inc., a Delaware corporation that is wholly owned by
      FOC.

    


    “FOC”
      has the meaning set forth in the recital of parties to this
      Agreement.

    


    “Foreign
      Lender” means any Lender organized under the laws of a
      jurisdiction other than that in which the Borrower is resident for tax purposes.
      For purposes of this definition, the
      United States of America, each state thereof and the District of Columbia are
      deemed to constitute a single jurisdiction.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    


    “FPI”
      means Frontier Pipeline Inc., a Delaware corporation that is wholly owned by
      FRMI.

    


    “FRI”
      means Frontier Refining Inc., a Delaware corporation that is wholly owned by
      FRMI.

    


     “FRMI”
means
      Frontier Refining & Marketing Inc., a Delaware corporation that is wholly
      owned by FHI.

    


    “FRMI
      Guaranty” means the FRMI Guaranty executed by FRMI in favor of the
      Lenders and the Administrative Agent and delivered thereto pursuant to this
      Agreement.

     

              
“Frontier
      Processing
      Agreements” means (a) the Amended and Restated Processing
      Agreement dated as of June 30, 1998 between the Borrower and FRI, as amended
      to
      the date hereof, and (b) the Processing Agreement dated as of November 16,
      1999
      between the Borrower and FERC, as amended to the date hereof.

    


                “GAAP”
      means generally accepted accounting principles in the United States of America
      as in effect from time to time; provided, however, that, if any
      Accounting Change (as defined below) occurs and results in a change in the
      method of calculation of financial covenants, requirements or terms in this
      Agreement, then FOC and the Administrative Agent will enter into negotiations
      in
      order to amend such provisions of this Agreement so as to equitably reflect
      such
      Accounting Change, with the desired result that the criteria for evaluating
      FOC’s financial condition shall be the same after such Accounting Change as if
      such Accounting Change had not occurred. Until such time as such an amendment
      has been executed and delivered by FOC, the Borrower, the Administrative Agent
      and the Majority Lenders, however, all financial covenants, requirements and
      terms in this Agreement shall continue to be calculated or construed as if
      such
      Accounting Change had not occurred. As used herein, “Accounting Change” means a
      change in accounting principles required by the promulgation of any rule,
      regulation, pronouncement or opinion by the Financial Accounting Standards
      Board
      of the American Institute of Certified Public Accountants or, if applicable,
      the
      Securities and Exchange Commission.

    


    “Governmental
      Action” means any authorization, approval, consent, waiver,
      exception, license, filing, registration, permit, notarization, special lease
      or
      other requirement of any Governmental Person.

    


    “Governmental
      Person” means, whether domestic or foreign, any national, federal,
      state or local government, any political subdivision thereof, or any
      governmental, quasi-governmental, judicial, public or statutory instrumentality,
      authority, body or entity, including any central bank and any comparable
      authority.

    


    “Governmental
      Rule” means any treaty, law, rule, regulation, ordinance, order,
      code, interpretation, judgment, writ, injunction, decree, determination,
      directive, award, guideline,
      request, policy or similar form of decision of any Governmental Person, referee
      or arbitrator.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    


    “Guarantors”
      means FOC, FHI, FRMI, FRI, FERC, FPI, EMC and each other Person that becomes
      a
      party to the Guaranty by executing a Guaranty Supplement.

    


    “Guaranty”
      means the Guaranty executed by the Guarantors in favor of the Lenders and the
      Administrative Agent and delivered thereto pursuant to this
      Agreement.

    


    “Guaranty
      Supplement” has the meaning set forth in the
      Guaranty.

    


    “Hazardous
      Material” means any substance or material that is described as a
      toxic or hazardous substance, waste or material or as a pollutant, contaminant
      or infectious waste, or words of similar import, in any Environmental Law,
      including asbestos, petroleum (including crude oil or any fraction thereof,
      natural gas, natural-gas liquid, liquefied natural gas or synthetic gas usable
      for fuel, or any mixture of any of the foregoing), polychlorinated biphenyls,
      urea formaldehyde, radon gas, radioactive matter, and any chemical that may
      cause cancer or reproductive toxicity.

    


    “Hedge
      Agreement” means (a) any agreement providing for an option, swap,
      floor, cap, collar, forward sale or forward purchase involving interest rates,
      commodities, commodity prices, equities, currencies, bonds or any indexes based
      on any of the foregoing, (b) any option contract, futures contract or forward
      contract traded on an exchange or (c) any other derivative agreement or other
      similar agreement or arrangement.

    


    “Indemnified
      Taxes” means Taxes other than Excluded Taxes.

    


    “Interest
      Period” means, with respect to each LIBOR Advance or Base Rate
      Advance making up part of the same Borrowing, the period commencing on the
      date
      of such Advance or the date of the Conversion of any Advance into such an
      Advance and ending on the last day of the period selected by the Borrower
      pursuant to the provisions below and, thereafter, each subsequent period
      commencing on the last day of the immediately preceding Interest Period and
      ending on the last day of the period selected by the Borrower pursuant to the
      provisions below. The duration of each Interest Period for LIBOR Advances shall
      be any number of days between 7 days and 1 month, or 2, 3 or 6 whole months,
      as
      the Borrower may select upon notice (by means of a Notice of Borrowing or a
      Notice of Conversion/Continuation) received by the Administrative Agent not
      later than 9:30 a.m., Los Angeles time, on the third Business Day before the
      first day of such Interest Period, and the duration of each Interest Period
      for
      Base Rate Advances shall be any number of days between 1 day and 7 days, as
      the
      Borrower may select upon notice (by means of a Notice of Borrowing or a Notice
      of Conversion/Continuation) received by the Administrative Agent not later
      than
      9:30 a.m., Los Angeles time, on the Business Day immediately preceding the
      first
      day of such Interest Period; provided, however, that

    


    (a)           Interest
      Periods commencing on the same date for Advances making up part of the same
      Borrowing shall be of the same duration;

     

    (b)           whenever
      the last day of an Interest Period would otherwise occur on a day other than
      a
      Business Day, the last day of such Interest Period shall be extended to occur
      on
      the next succeeding Business Day, unless, if such Interest Period relates to
      LIBOR 


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    Advances,
      such extension would cause the last day of such Interest Period to occur in
      the
      next succeeding calendar month, in which case the last day of such Interest
      Period shall occur on the next preceding Business Day;

    


    (c)           not
      more than 5 different Interest Periods may be outstanding at any one time;
      and

    


    (d)           no
      Interest Period may end after the Commitment Termination Date.

    


    “Inventory”
      has the meaning set forth in Section 1(a) of the Security
      Agreement.

    


    “Inventory
      Audit” means an audit of the physical properties and volumes,
      using standard practices and standard tank-gauging wire-line devices or another
      method acceptable to the Administrative Agent, of all or a portion, as
      determined by the Administrative Agent from time to time, of the Borrower’s
      Inventory, conducted by an independent consulting firm selected by the
      Administrative Agent.

    


    “Issuing
      Bank” means UBOC in its capacity as issuer of Letters of Credit
      hereunder.

    


    “Joinder
      Agreement” means a Joinder Agreement substantially in the form of
      Exhibit G.

    


    “Lenders”
      has the meaning set forth in the recital of parties to this Agreement. Each
      reference in this Agreement or any other Credit Document to a Lender or the
      Lenders shall be deemed to include the Issuing Bank.

    


    “Letter
      of Credit Amount” means the stated maximum amount available to be
      drawn under a particular Letter of Credit, as such amount may be reduced or
      reinstated from time to time in accordance with the terms of such Letter of
      Credit.

    


    “Letter
      of Credit Request” means a request by the Borrower for the
      issuance of a Letter of Credit, on the Issuing Bank’s standard form of
      Application and Agreement for Irrevocable Standby Letter of Credit, the current
      form of which is attached hereto as Exhibit B, and containing terms and
      conditions satisfactory to the Administrative Agent in its sole
      discretion.

    


    “Letter
      of Credit Usage” means, at any time of determination, the sum
      of:

    


    (a)           100%
      of the Letter of Credit Amount of all outstanding Letters of Credit other than
      those issued to support the purchase of Ratable Crude;


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    (b)           with
      respect to the period from and including the date of issuance of any outstanding
      Letter of Credit issued to support the purchase of Ratable Crude by the Borrower
      to and including the last day of the month preceding the month in which such
      Ratable Crude is to be delivered, 0% of the Letter of Credit Amount of such
      Letter of Credit;

    


    (c)           with
      respect to the first through the tenth day, inclusive, of the month of delivery
      of any Ratable Crude to the Borrower, 35% of the Letter of Credit Amount of
      any
      outstanding Letter of Credit issued to support the purchase of such Ratable
      Crude by the Borrower;

    


    (d)           with
      respect to the eleventh through the twentieth day, inclusive, of the month
      of
      delivery of any Ratable Crude to the Borrower, 70% of the Letter of Credit
      Amount of any outstanding Letter of Credit issued to support the purchase of
      such Ratable Crude by the Borrower;

    


    (e)           with
      respect to the period from the twenty-first day of the month of delivery of
      any
      Ratable Crude to the Borrower through the date of payment for such Ratable
      Crude, inclusive, 100% of the Letter of Credit Amount of any outstanding Letter
      of Credit issued to support the purchase of such Ratable Crude by the Borrower;
      and

    


    (f)           with
      respect to the period from the date of payment for any Ratable Crude through
      the
      date of expiration or cancellation (as determined by the Administrative Agent)
      of any outstanding Letter of Credit issued to support the purchase of such
      Ratable Crude by the Borrower, inclusive, 20% of the Letter of Credit Amount
      of
      such Letter of Credit.

    


    Upon
      not
      less than 3 days’ prior written notice from the Administrative Agent to the
      Borrower, the percentages set forth above may be adjusted by the Administrative
      Agent from time to time at the Administrative Agent’s discretion if at any time
      any Commercial Finance Audit reveals that Ratable Crude delivery patterns are
      materially different from those determined pursuant to the most recent
      Commercial Finance Audit performed from time to time.

    


    “Letters
      of Credit” has the meaning set forth in Section
      2.1(a).

    


    “LIBOR”
      means, for any Interest Period for each LIBOR Advance that is part of the same
      Borrowing, the rate per annum obtained by dividing (a) the rate of
      interest per annum (rounded upward, if necessary, to the nearest
      1/100th of 1%) at which U.S.-dollar deposits would be offered to UBOC outside
      the United States of America 2 Business Days before the first day of such
      Interest Period, in an amount comparable to the amount of UBOC’s LIBOR Advance
      for such Interest Period and for a term coinciding with such Interest Period,
      by
      (b) a percentage equal to 100% minus the LIBOR Reserve Percentage for such
      Interest Period.

    


    “LIBOR
      Advance” means, at any time, any Advance that bears interest by
      reference to LIBOR.

    


    “LIBOR
      Reserve Percentage” means, for any Interest Period for each LIBOR
      Advance that is part of the same Borrowing, the reserve percentage applicable
      on
      any day not


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    more
      than
      2 Business Days before the first day of such Interest Period under regulations
      issued from time to time by the Board of Governors of the Federal Reserve System
      for determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirement) for UBOC with respect to
      liabilities or assets consisting of or including Eurocurrency Liabilities (or
      with respect to any other category of liabilities that includes deposits by
      reference to which the interest rate on LIBOR Advances is determined) having
      a
      term equal to such Interest Period.

    


    “Lien”
      means, with respect to any asset, (a) any lien, charge, option, claim, mortgage,
      security interest, pledge or other encumbrance or any other type of preferential
      arrangement of any kind in respect of such asset or (b) the interest of a vendor
      or lessor under any conditional-sale agreement, capital lease or other
      title-retention agreement relating to such asset.

    


    “Lockbox
      Account” has the meaning set forth in the Security
      Agreement.

    


    “Majority
      Lenders” means, at any time, Lenders owed at least 51% of the
      Obligations then outstanding or, if no Obligations are then outstanding, Lenders
      having at least 51% of the Commitments.

    


    “Material
      Adverse Effect” means a material and adverse effect on (a) the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of FOC and its Subsidiaries, taken as a whole, (b)
      the
      ability of any Credit Party to perform any material obligation under any of
      the
      Credit Documents to which it is a party or (c) the legality, validity or
      enforceability of any Credit Document or the rights or remedies of the
      Administrative Agent and the Lenders thereunder.

    


    “Material
      Contracts” means (a) the Frontier Processing Agreements, the
      Baytex Crude Supply Agreement, the Offtake Agreement, the Conoco Operating
      Agreement and the Cogen Lease and (b) as to FOC or any Subsidiary, each contract
      to which such Person is a party that, if lost, could reasonably be expected
      to
      have a Material Adverse Effect.

    


    “Maximum
      Aggregate Commitment” means, at any time, the total of the
      Commitments, as they may be increased from time to time pursuant to Section
      2.1(b) or reduced from time to time pursuant to Section 2.1(c).

    


    “Moody’s”
      means Moody’s Investors Service, Inc., a Delaware corporation.

    


    “Multiemployer
      Plan” means, with respect to any Person, a multiemployer plan, as
      defined in Section 4001(a)(3) of ERISA and subject to Title IV thereof, to
      which
      such Person or any of its ERISA Affiliates is making or accruing an obligation
      to make contributions, or has within any of the preceding 5 plan years made
      or
      accrued an obligation to make contributions, such plan being maintained pursuant
      to one or more collective-bargaining agreements.

    


    “New
      Lender” has the meaning set forth in Section
      2.1(b).


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    “Note”
      means a Revolving Note of the Borrower payable to the order of a Lender,
      substantially in the form of Exhibit A, evidencing the indebtedness of the
      Borrower to such Lender resulting from the Advances made by such Lender from
      time to time.

    


    “Notice
      of Borrowing” has the meaning set forth in Section
      2.4(a).

    


    “Notice
      of Conversion/Continuation” has the meaning set forth in Section
      2.8(a).

    


    “Obligations”
      means all payment obligations of the Borrower outstanding from time to time
      under this Agreement and the other Credit Documents, whether for principal,
      reimbursement of drawings under Letters of Credit (including contingent
      reimbursement obligations under outstanding Letters of Credit), interest, fees,
      expenses, indemnification or otherwise.

    


    “Offtake
      Agreement” means the Frontier Products Offtake Agreement, El
      Dorado Refinery, dated as of October 19, 1999 between the Borrower and Equiva
      Trading, which was assigned by Equiva Trading to Shell Oil Products US on
      September 1, 2002, as amended to the date hereof.

    


    “Old
      Credit Agreement” means the Second Amended and Restated Revolving
      Credit Agreement dated as of November 22, 2004 among the Borrower, FOC, the
      financial institutions party thereto, UBOC, as administrative agent, and BNP
      Paribas, as syndication agent.

    


    “Other
      Taxes” means all current or future stamp or documentary taxes, and
      all other excise or property taxes, charges and similar levies, arising from
      any
      payment made under this Agreement or under any other Credit Document or from
      the
      execution, delivery or enforcement of, or otherwise with respect to, this
      Agreement or any other Credit Document.

    


    “PBGC”
      means the Pension Benefit Guaranty Corporation established under
      ERISA.

    


    “Permitted
      Liens” means such of the following as to which no enforcement,
      collection, execution, levy or foreclosure proceeding has been commenced: (a)
      Liens for taxes, assessments and governmental charges or levies to the extent
      not required to be paid under Section 6.6; (b) Liens imposed by law, such as
      materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other
      similar Liens arising in the ordinary course of business securing obligations
      that are not overdue for a period of more than 30 days; (c) pledges or deposits
      to secure obligations under workers’ compensation laws or similar legislation or
      to secure public or statutory obligations; (d) easements, rights of way and
      other encumbrances on title to real property that do not render title to the
      property encumbered thereby unmarketable or materially and adversely affect
      the
      use of such property for its present purposes; and (e) deposits to secure the
      performance of bids, trade contracts (other than for borrowed money), leases,
      statutory obligations, surety and appeal bonds, performance bonds and other
      obligations of like nature incurred in the ordinary course of
      business.


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    “Person”
      means an individual, a corporation, a limited liability company, a partnership,
      an association, a business trust or any other entity or organization, including
      any Governmental Person.

    


    “Plan”
      means, with respect to any Person, an employee benefit plan (other than a
      Multiemployer Plan) maintained for employees of such Person or any ERISA
      Affiliate and covered by Title IV of ERISA.

    


    “Plan
      Termination Event” means, with respect to any Person, (a) a
      Reportable Event described in Section 4043 of ERISA and the regulations issued
      thereunder (other than a Reportable Event not subject to the provision for
      30-day notice to the PBGC under such regulations), or (b) the withdrawal of
      such
      Person or any of its ERISA Affiliates from a Plan during a plan year in which
      it
      was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c)
      the filing of a notice of intent to terminate a Plan or the treatment of a
      Plan
      under Section 4041 of ERISA, or (d) the institution of proceedings to terminate
      a Plan by the PBGC, or (e) any other event or condition that could reasonably
      be
      expected to constitute grounds under Section 4042 of ERISA for the termination
      of, or the appointment of a trustee to administer, a Plan.

    


    “Prepaid
      Crude Purchases” means all rights to receive crude oil that the
      Borrower acquires, possesses or owns whenever the Borrower prepays for purchases
      of crude oil in the ordinary course of business from Shell Trading (US) Company,
      a Delaware corporation, BP Oil Supply Company, a Delaware corporation, Bayoil
      (USA), Inc., a Delaware corporation, Koch Supply & Trading, L.P., a Delaware
      limited partnership, or any other Person as to which the Majority Lenders
      through the Administrative Agent otherwise give their prior written approval
      (which approval may be withdrawn at any time by the Majority Lenders through
      the
      Administrative Agent by written notification to the Borrower), the value of
      such
      rights being the lesser of (a) the cost to the Borrower for such crude oil,
      as
      set forth in the books and records of the Borrower, and (b) the fair-market
      value of such crude oil, as determined in accordance with the methods prescribed
      in Schedule 4.

    


    “Pricing
      Level” means Pricing Level 1, Pricing Level 2, Pricing Level 3 or
      Pricing Level 4.

    


    “Pricing
      Level 1” means the Pricing Level that applies to each Advance
      (whether then outstanding or thereafter made) on and after, to each Letter
      of
      Credit (whether then outstanding or thereafter issued) on and after, and to
      each
      Commitment on and after, the date of receipt by the Administrative Agent of
      a
      schedule of computations referred to in Section 6.4(a) or (b) if the ratio
      of
      (a) the difference between Consolidated Funded Debt and the aggregate amount,
      if
      any, of cash and Cash Equivalents held by FOC and its Subsidiaries in excess
      of
      the sum of the smallest aggregate amounts of cash and Cash Equivalents needed
      to
      be held by FOC in order for FOC to comply with the covenant contained in Section
      7.10, all as determined on the last day of the fiscal quarter of FOC ended
      immediately before that date, to (b) Consolidated EBITDA for the Calculation
      Period ended on the last day of that fiscal quarter was less than 2.0:1.0,
      as
      demonstrated by that schedule; provided, however, that (i) if the
      information in any such schedule is incorrect and results in the payment of
      lower interest or fees than should have


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    been
      paid
      based on the correct information, then the Borrower shall nevertheless be liable
      to the Lenders and the Administrative Agent for the correct amounts of interest
      and fees and will pay any unpaid portion of the same to the Administrative
      Agent
      for the benefit of the Person(s) entitled thereto, promptly upon demand
      therefor, and (ii) if FOC fails to deliver any such schedule by the required
      day, then Pricing Level 4 shall apply until FOC delivers such schedule and
      the
      appropriate Pricing Level can be determined.

    


    “Pricing
      Level 2” means the Pricing Level that applies to each Advance
      (whether then outstanding or thereafter made) on and after, to each Letter
      of
      Credit (whether then outstanding or thereafter issued) on and after, and to
      each
      Commitment on and after, the date of receipt by the Administrative Agent of
      a
      schedule of computations referred to in Section 6.4(a) or (b) if the ratio
      of
      (a) the difference between Consolidated Funded Debt and the aggregate amount,
      if
      any, of cash and Cash Equivalents held by FOC and its Subsidiaries in excess
      of
      the sum of the smallest aggregate amounts of cash and Cash Equivalents needed
      to
      be held by FOC in order for FOC to comply with the covenant contained in Section
      7.10, all as determined on the last day of the fiscal quarter of FOC ended
      immediately before that date, to (b) Consolidated EBITDA for the Calculation
      Period ended on the last day of that fiscal quarter was equal to or greater
      than
      2.0:1.0 but less than 2.5:1.0, as demonstrated by that schedule;
provided, however, that (i) if the information in any such
      schedule is incorrect and results in the payment of lower interest or fees
      than
      should have been paid based on the correct information, then the Borrower shall
      nevertheless be liable to the Lenders and the Administrative Agent for the
      correct amounts of interest and fees and will pay any unpaid portion of the
      same
      to the Administrative Agent for the benefit of the Person(s) entitled thereto,
      promptly upon demand therefor, and (ii) if FOC fails to deliver any such
      schedule by the required day, then Pricing Level 4 shall apply until FOC
      delivers such schedule and the appropriate Pricing Level can be
      determined.

    


    “Pricing
      Level 3” means the Pricing Level that applies to each Advance
      (whether then outstanding or thereafter made) on and after, to each Letter
      of
      Credit (whether then outstanding or thereafter issued) on and after, and to
      each
      Commitment on and after, the date of receipt by the Administrative Agent of
      a
      schedule of computations referred to in Section 6.4(a) or (b) if the ratio
      of
      (a) the difference between Consolidated Funded Debt and the aggregate amount,
      if
      any, of cash and Cash Equivalents held by FOC and its Subsidiaries in excess
      of
      the sum of the smallest aggregate amounts of cash and Cash Equivalents needed
      to
      be held by FOC in order for FOC to comply with the covenant contained in Section
      7.10, all as determined on the last day of the fiscal quarter of FOC ended
      immediately before that date, to (b) Consolidated EBITDA for the Calculation
      Period ended on the last day of that fiscal quarter was equal to or greater
      than
      2.5:1.0 but less than 3.0:1.0, as demonstrated by that schedule;
provided, however, that (i) if the information in any such
      schedule is incorrect and results in the payment of lower interest or fees
      than
      should have been paid based on the correct information, then the Borrower shall
      nevertheless be liable to the Lenders and the Administrative Agent for the
      correct amounts of interest and fees and will pay any unpaid portion of the
      same
      to the Administrative Agent for the benefit of the Person(s) entitled thereto,
      promptly upon demand therefor, and (ii) if FOC fails to deliver any such
      schedule by the required day, then Pricing Level 4 shall apply until FOC
      delivers such schedule and the appropriate Pricing Level can be
      determined.


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    “Pricing
      Level 4” means the Pricing Level that applies to each Advance
      (whether then outstanding or thereafter made) on and after, to each Letter
      of
      Credit (whether then outstanding or thereafter issued) on and after, and to
      each
      Commitment on and after, the date of receipt by the Administrative Agent of
      a
      schedule of computations referred to in Section 6.4(a) or (b) if the ratio
      of
      (a) the difference between Consolidated Funded Debt and the aggregate amount,
      if
      any, of cash and Cash Equivalents held by FOC and its Subsidiaries in excess
      of
      the sum of the smallest aggregate amounts of cash and Cash Equivalents needed
      to
      be held by FOC in order for FOC to comply with the covenant contained in Section
      7.10, all as determined on the last day of the fiscal quarter of FOC ended
      immediately before that date, to (b) Consolidated EBITDA for the Calculation
      Period ended on the last day of that fiscal quarter was equal to or greater
      than
      3.0:1.0, as demonstrated by that schedule; provided, however, that
      (i) if the information in any such schedule is incorrect and results in the
      payment of lower interest or fees than should have been paid based on the
      correct information, then the Borrower shall nevertheless be liable to the
      Lenders and the Administrative Agent for the correct amounts of interest and
      fees and will pay any unpaid portion of the same to the Administrative Agent
      for
      the benefit of the Person(s) entitled thereto, promptly upon demand therefor,
      and (ii) if FOC fails to deliver any such schedule by the required day, then
      Pricing Level 4 shall apply until FOC delivers such schedule and the appropriate
      Pricing Level can be determined.

    


    “Ratable
      Crude” means crude oil (a) delivered to the Borrower at any
      Refinery by common-carrier pipeline or by truck or (b) delivered to the Borrower
      through common-carrier pipeline, and sold by the Borrower, at Cushing, Oklahoma,
      in each case referred to in clauses (a) and (b) above on a predetermined,
      prorated basis over the course of a delivery month; provided,
however, that each delivery of crude oil as described in clause (b)
      above
      shall be treated as Ratable Crude only if in each instance the Administrative
      Agent has received evidence reasonably satisfactory thereto that such crude
      oil
      will be delivered on a ratable basis substantially similar to that for Ratable
      Crude previously delivered to the Borrower at one of the
      Refineries.

    


    “Reference
      Rate” means the variable rate of interest per annum
      established by UBOC from time to time as its “reference rate.” Such “reference
      rate” is set by UBOC as a general reference rate of interest, taking into
      account such factors as UBOC may deem appropriate, it being understood that
      many
      of UBOC’s commercial or other loans are priced in relation to such rate, that it
      is not necessarily the lowest or best rate actually charged to any customer
      and
      that UBOC may make various commercial or other loans at rates of interest having
      no relationship to such rate. For purposes of this Agreement, each change in
      the
      Reference Rate shall be effective as of the opening of business on the date
      announced as the effective date of any change in such “reference
      rate.”

    


    “Reference
      Rate Advance” means, at any time, any Advance that bears interest
      by reference to the Reference Rate.

    


    “Refineries”
      means the Cheyenne Refinery and the El Dorado Refinery.

    


    “Register”
      has the meaning set forth in Section 10.8(d).


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    “S&P”
      means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
      Companies, Inc., a New York corporation.

    


    “Securities
      Account Control Agreements” means the two Securities Account
      Control Agreements executed by the Borrower, the Administrative Agent and Bear,
      Stearns Securities Corp. for the purpose of perfecting the Administrative
      Agent’s security interest in the two “Securities Accounts” referred to by number
      in the Security Agreement.

    


    “Security
      Agreement” means the Security Agreement executed by the Borrower
      in favor of the Administrative Agent and delivered thereto pursuant to this
      Agreement.

    


    “Shell
      Oil Products US” means Equilon Enterprises LLC, a Delaware limited
      liability company doing business as “Shell Oil Products US.”

    


    “Solvent”
      means, with respect to any Person on a particular date, that on such date (a)
      the fair value of the property of such Person is greater than the total amount
      of liabilities, including contingent liabilities, of such Person, (b) the
      present fair salable value of the assets of such Person is not less than the
      amount that will be required to pay the probable liability of such Person on
      its
      debts as they become absolute and matured, (c) such Person does not intend
      to,
      and does not believe that it will, incur debts or liabilities beyond such
      Person’s ability to pay as such debts and liabilities mature and (d) such Person
      is not engaged in business or a transaction, and is not about to engage in
      business or a transaction, for which such Person’s property would constitute
      unreasonably small capital.

    


    “Specified
      Change of Control” means a “Change of Control” (or any other
      defined term having a similar meaning or purpose) as defined in any instrument
      governing any Debt of FOC or any Subsidiary, including the indentures (or
      similar instruments) for the notes referred to in Section 7.4(b).

    


    “Stock
      Pledge Agreement” means the Stock Pledge Agreement executed by
      FRMI in favor of the Administrative Agent and delivered thereto pursuant to
      this
      Agreement.

    


    “Subsidiary”
      means, as to any Person, any corporation, limited liability company,
      partnership, joint venture or other entity of which (a) a majority of the
      outstanding Capital Stock having ordinary voting power to elect a majority
      of
      the board of directors or Persons performing similar functions (irrespective
      of
      whether at the time other such Capital Stock has or might have voting power
      upon
      the occurrence of a contingency) or (b) a majority of the interests in the
      capital or profits is at the time directly or indirectly owned by such Person,
      by such Person and one or more of its other Subsidiaries or by one or more
      of
      such Person’s other Subsidiaries. Unless otherwise specified herein,
“Subsidiary” means a Subsidiary of FOC.

    


    “Super-Majority
      Lenders” means, at any time, Lenders owed at least 75% of the
      Obligations then outstanding or, if no Obligations are then outstanding, Lenders
      having at least 75% of the Commitments.


    
      
        
        

      

      
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    “Syndication
      Agent” has the meaning set forth in the recital of parties to this
      Agreement.

    


    “Tax
      Code” means the Internal Revenue Code of 1986.

    


    “Taxes”
      means all current or future taxes, levies, imposts, duties, deductions,
      withholdings, assessments, fees and other charges imposed by any Governmental
      Person, including any interest, additions to tax or penalties applicable
      thereto.

    


    “Term
      Federal Funds Rate” means, for any Interest Period for each Base
      Rate Advance that is part of the same Borrowing, the rate per annum at
      which UBOC is offered federal funds in the term federal funds market as of
      10:00
      a.m., Los Angeles time, on the first day of such Interest Period, in an amount
      comparable to the amount of UBOC’s Base Rate Advance for such Interest Period
      and for a term coinciding with such Interest Period.

    


    “Type”
      refers to the distinction among Reference Rate Advances, LIBOR Advances and
      Base
      Rate Advances.”

    


    “UBOC”
      means Union Bank of California, N.A., a national banking association, in its
      individual capacity.

    


    “Utexam
      Transactions” means the crude oil purchases and related
      transactions contemplated by the Master Crude Oil Purchase and Sale Contract
      dated March 10, 2006 by and among Utexam Ltd., a corporation organized under
      the
      laws of the Republic of Ireland, as seller, the Borrower, as purchaser, and
      FOC,
      as guarantor.

    


    Section
      1.2                                Accounting
      Terms

    .
      Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared,
      in
      accordance with GAAP.

    


    Section
      1.3                                Interpretation

    .
      In this
      Agreement: the singular includes the plural and the plural the singular; words
      importing any gender include the other genders; references to statutes are
      to be
      construed as including all statutory provisions consolidating, amending or
      replacing the statute referred to; references to “writing” include printing,
      typing, lithography and other means of reproducing words in a tangible, visible
      form; the words “including,” “includes” and “include” are deemed to be followed
      by the words “without limitation”; references to sections (or subdivisions of
      sections), recitals, exhibits, annexes or schedules are to those of this
      Agreement unless otherwise provided; references to agreements and other
      contractual instruments are deemed to include all subsequent amendments,
      restatements, supplements and other modifications to such instruments, but
      only
      to the extent such amendments and other modifications are not prohibited by
      the
      terms of this Agreement; and references to Persons include their respective
      permitted successors and assigns.

    


    ARTICLE
      2.

    COMMITMENTS


    
      
        
        

      

      
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    Section
      2.1                                Commitments.

    


    (a)                      Each
      Lender agrees severally, on the terms and conditions contained in this
      Agreement, to extend credit to the Borrower from time to time from the Closing
      Date to the Commitment Termination Date by making funded advances to the
      Borrower (the “Advances”) pursuant to Section 2.4 and
      participating in letters of credit issued for the account of the Borrower (the
      “Letters of Credit”) pursuant to Section 2.9, in an
      aggregate amount not to exceed at any time outstanding such Lender’s Commitment;
provided, however, that the sum of (i) the aggregate principal
      amount of all Advances outstanding, (ii) the aggregate Letter of Credit Amount
      of all Letters of Credit outstanding and (iii) the aggregate amount of
      unreimbursed drawings under all Letters of Credit shall not exceed the Maximum
      Aggregate Commitment at any time; and furtherprovided,
however, that the sum of (i) the aggregate principal amount
      of all
      Advances outstanding, (ii) the Letter of Credit Usage and (iii) the aggregate
      amount of unreimbursed drawings under all Letters of Credit shall not exceed
      the
      Borrowing Base at any time. Within the limits of each Lender’s Commitment, the
      Borrower may borrow under Section 2.4, have Letters of Credit issued for the
      Borrower’s account under Section 2.9, prepay Advances under Section 2.7,
      reborrow under Section 2.4, and have additional Letters of Credit issued for
      the
      Borrower’s account under Section 2.9 after the expiration of previously issued
      Letters of Credit.

    


    (b)                      The
      Borrower may request from time to time that the Maximum Aggregate Commitment
      be
      increased on any Business Day occurring after the Closing Date (each a
“Commitment Increase Date”), by one or more of the
      Lenders increasing their Commitments and/or by one or more new lenders
      establishing commitments under this Agreement. The Borrower shall make each
      such
      request in writing, not later than 10 Business Days before the proposed
      Commitment Increase Date, by delivering to the Administrative Agent a request
      (a
“Commitment Increase Request”) signed by an Authorized
      Officer and specifying the requested Commitment Increase Date and the aggregate
      amount of the requested increase, which shall be in an amount that would not
      cause the Maximum Aggregate Commitment to exceed $350,000,000. Promptly after
      receipt of each Commitment Increase Request, and provided that the
      Administrative Agent approves the requested increase in the Maximum Aggregate
      Commitment (which approval shall not be unreasonably withheld or delayed),
      the
      Administrative Agent will notify each Lender of the contents thereof, and each
      Lender will thereafter (within 10 Business Days after receipt of such notice
      from the Administrative Agent) notify the Administrative Agent in writing of
      such Lender’s willingness, if any, to accept all or a portion of the requested
      increase (any such willing Lender herein called an “Accepting
      Lender”). Upon receipt of responses from the Lenders (with any
      Lender failing to respond within the specified time period being deemed to
      have
      declined to accept any of the requested increase), the Administrative Agent
      will
      notify the Borrower thereof, and the increase in the Maximum Aggregate
      Commitment shall be allocated, at the discretion of the Administrative Agent
      after consultation with the Borrower, to each Accepting Lender and to one or
      more new lenders (each a “New Lender”) designated by
      the Borrower with the consent of the Administrative Agent. Upon fulfillment
      of
      the applicable conditions set forth in Article 4, on the specified Commitment
      Increase Date (i) the Maximum Aggregate Commitment shall be increased by the
      aggregate amount agreed to by any Accepting Lenders and/or New Lenders with
      respect to the Borrower’s


    
      
        
        

      

      
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    request
      for such an increase on that date, (ii) each such Accepting Lender’s Commitment
      shall be increased in accordance with the foregoing, (iii) each such New Lender
      shall become a party to this Agreement with a Commitment established in
      accordance with the foregoing, (iv) the interests of the Lenders (including
      any
      New Lenders) in all outstanding Advances and Letters of Credit shall be pro
      rata in accordance with their Commitments hereunder as of such Commitment
      Increase Date, and (v) the Lenders shall make all appropriate adjustments
      directly between themselves with respect to any Advances outstanding under,
      and
      any payments under, this Agreement for periods before such Commitment Increase
      Date.

    


    (c)                      The
      Borrower shall have the right, upon at least 7 Business Days’ notice to the
      Administrative Agent, to terminate in whole or reduce ratably in part the unused
      portions of the respective Commitments of the Lenders; provided,
however, that each partial reduction shall be in the aggregate amount
      of
      $5,000,000 or an integral multiple of $5,000,000 in excess thereof.

    


    Section
      2.2                                Fees.

    


    (a)                      From
      the date hereof until the Commitment Termination Date, the Borrower will pay
      to
      the Administrative Agent, for the account of the Lenders, a commitment fee
      at
      the Applicable Commitment Fee Rate in effect from time to time on the actual
      daily amount by which the Maximum Aggregate Commitment exceeds the sum of (i)
      the aggregate face amount of all Letters of Credit outstanding plus (ii) the
      aggregate amount of all Advances outstanding. The commitment fee payable
      hereunder shall be payable quarterly in arrears on the first Business Day of
      each January, April, July and October, commencing on January 2, 2008, and on
      the
      Commitment Termination Date; provided, however, that the Borrower
      will pay a commitment fee in accordance with Section 2.2(a) of the Old Credit
      Agreement with respect to periods before the date hereof.

    


    (b)                      The
      Borrower will pay to the Administrative Agent, for its own account, the fees
      payable by the Borrower pursuant to the Fee Letter.

    


    (c)                      All
      fees payable by the Borrower under the Credit Documents shall be deemed to
      be
      fully earned when paid and shall be nonrefundable.

    


    Section
      2.3                                Mandatory
      Prepayment of Advances and Pledge of Cash Collateral

    .
      If at
      any time (a) the sum of (i) the aggregate principal amount of all Advances
      outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit
      outstanding and (iii) the aggregate amount of unreimbursed drawings under all
      Letters of Credit exceeds the Maximum Aggregate Commitment, or if at any time
      (b) the sum of (i) the aggregate principal amount of all Advances outstanding,
      (ii) the Letter of Credit Usage and (iii) the aggregate amount of unreimbursed
      drawings under all Letters of Credit exceeds the Borrowing Base, then, in either
      case, the Borrower will immediately, without notice or request by the
      Administrative Agent or the Lenders, prepay the Advances (together with accrued
      and unpaid interest to the date of prepayment on the principal amount prepaid)
      and/or pledge additional cash collateral to the Administrative Agent to secure
      reimbursement of amounts available to be drawn under outstanding Letters of
      Credit, in an aggregate amount equal to such excess.


    
      
        
        

      

      
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    A.           ADVANCES

    


    Section
      2.4                                Making
      Advances.

    


    (a)                      Each
      Borrowing shall be made on notice, given (i) with respect to any Borrowing
      consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles
      time, on the Business Day before the date of the proposed Borrowing, (ii) with
      respect to any Borrowing consisting of Base Rate Advances, not later than 9:30
      a.m., Los Angeles time, on the Business Day before the date of the proposed
      Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances,
      not later than 9:30 a.m., Los Angeles time, on the third Business Day before
      the
      date of the proposed Borrowing, each such notice to be given by the Borrower
      to
      the Administrative Agent, which shall give each Lender prompt notice thereof
      by
      telecopier. Each such notice of a Borrowing shall be in writing in the form
      of
      Exhibit E (a “Notice of Borrowing”), or by telephone
      confirmed promptly in writing, by an Authorized Officer, specifying (A) the
      requested date of such Borrowing (which shall be a Business Day), (B) the
      requested Type of Advances making up such Borrowing, (C) the requested aggregate
      amount of such Borrowing, which shall be $500,000 (or, in the case of a
      Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple
      of
      $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR
      Advances or Base Rate Advances, the requested initial Interest Period for such
      Advances and (E) the fact that the statements set forth in Section 4.2(b) are
      true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m.,
      Los
      Angeles time, on the day of such Borrowing, make available to the Administrative
      Agent at its address in Los Angeles referred to in Section 10.2, in immediately
      available funds, such Lender’s ratable portion of such Borrowing. After the
      Administrative Agent’s receipt of such funds and upon fulfillment of the
      applicable conditions set forth in Article 4, the Administrative Agent will
      make
      such funds available to the Borrower by crediting the Borrower’s concentration
      account number 0880412175 at the Administrative Agent’s aforesaid address.
      Notwithstanding the provisions of the first sentence of this Section 2.4(a),
      if
      the Borrower gives the Administrative Agent notice, by telephone confirmed
      promptly by telecopier, of a Borrowing consisting of Reference Rate Advances
      by
      9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the
      Administrative Agent and the Lenders will use commercially reasonable efforts
      (but shall not be obligated) to make such Advances available on the day on
      which
      such notice is given; provided, however, that the Administrative
      Agent and the Lenders shall no longer be required to use commercially reasonable
      efforts as described in this sentence if the Administrative Agent, at its sole
      option exercisable at any time, gives the Borrower notice of the
      same.

    


    (b)                      Notwithstanding
      anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR
      Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR
      Advances is then suspended pursuant to Article 3 or (ii) after giving effect
      to
      such Borrowing, the aggregate number of different Interest Periods for
      outstanding LIBOR Advances would be greater than 5 (provided that Interest
      Periods of the same duration, but commencing on different dates, shall be
      treated as different Interest Periods).

    


    (c)                      Each
      Notice of Borrowing shall be irrevocable and binding on the Borrower. The
      Borrower will indemnify each Lender against any loss, cost or expense incurred
      by such Lender as a result of any failure to fulfill, on or before the date
      specified for such


    
      
        
        

      

      
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    Borrowing
      in the related Notice of Borrowing, the applicable conditions set forth in
      Article 4, including any loss (including loss of anticipated profits), cost
      or
      expense incurred by reason of the liquidation or reemployment of deposits or
      other funds acquired by such Lender to fund the Advance to be made by such
      Lender as part of such Borrowing when such Advance, as a result of such failure,
      is not made on such date.

    


    (d)                      Unless
      the Administrative Agent receives notice from a Lender before the date of any
      Borrowing that such Lender will not make available to the Administrative Agent
      such Lender’s ratable portion of such Borrowing, the Administrative Agent may
      assume that such Lender has made such portion available to the Administrative
      Agent on the date of such Borrowing in accordance with Section 2.4(a), and
      the
      Administrative Agent may, in reliance upon such assumption, make available
      to
      the Borrower on such date a corresponding amount. If and to the extent that
      such
      Lender has not made such ratable portion available to the Administrative Agent,
      such Lender and the Borrower severally agree to repay to the Administrative
      Agent forthwith on demand such corresponding amount, together with interest
      thereon, for each day from the date on which such amount is made available
      to
      the Borrower until the date on which such amount is repaid to the Administrative
      Agent, at (i) in the case of the Borrower, the interest rate applicable at
      the
      time to the Advances making up such Borrowing and (ii) in the case of such
      Lender, the Federal Funds Rate. If such Lender repays to the Administrative
      Agent such corresponding amount, such amount so repaid shall constitute such
      Lender’s Advance as part of such Borrowing for purposes of this
      Agreement.

    


    (e)                      The
      failure of any Lender to make the Advance to be made by it as part of any
      Borrowing shall not relieve any other Lender of its obligation, if any,
      hereunder to make its Advance on the date of such Borrowing, but no Lender
      shall
      be responsible for the failure of any other Lender to make the Advance to be
      made by such other Lender on the date of any Borrowing.

    


    Section
      2.5                                Repayment

    .
      On the
      Commitment Termination Date, the Borrower will repay to the Administrative
      Agent, for the account of the Lenders, the outstanding principal amount of
      the
      Advances.

    


    Section
      2.6                                Interest.

    


    (a)                      The
      Borrower will pay interest on the unpaid principal amount of each Advance,
      from
      the date of such Advance (or, if later, the date hereof) until such principal
      amount has been paid in full, (i) during such periods as such Advance is a
      Reference Rate Advance, at a rate per annum equal at all times to the
      sum of the Reference Rate in effect from time to time, payable monthly in
      arrears on the first Business Day of each calendar month during such periods
      and
      on the Commitment Termination Date, (ii) during such periods as such Advance
      is
      a LIBOR Advance, at a rate per annum equal at all times during each
      Interest Period for such Advance to the sum of LIBOR for such Interest Period
      for such Advance plus the Applicable LIBOR Margin, payable on the last day
      of
      such Interest Period and, in the case of any 6-month Interest Period, on the
      day
      that is 3 months from the first day of such Interest Period, and (iii) during
      such periods as such Advance is a Base Rate Advance, at a rate per
      annum equal at all times during each Interest Period for such Advance to
      the sum of the Base Rate for such Interest Period


    
      
        
        

      

      
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    for
      such
      Advance plus the Applicable Base Rate Margin, payable on the last day of such
      Interest Period; provided, however, that the Borrower will pay
      interest in accordance with Section 2.6(a) of the Old Credit Agreement with
      respect to periods before the date hereof.

    


    (b)                      Any
      amount of principal of any Advance that is not paid when due (whether at stated
      maturity, by required prepayment, by acceleration or otherwise) shall bear
      interest, from the date on which such amount is due until such amount is paid
      in
      full, payable on demand, at a rate per annum (the “Default
      Rate”) equal at all times to the sum of the otherwise applicable
      interest rate plus 3.00% per annum.

    


    (c)                      The
      Administrative Agent will give prompt notice to the Borrower and the Lenders
      of
      each applicable interest rate determined by the Administrative Agent for
      purposes of Section 2.6(a).

    


    (d)                      If
      the Borrower fails to select the duration of any Interest Period for any LIBOR
      Advances or Base Rate Advances in accordance with the provisions contained
      in
      the definition of “Interest Period” in Section 1.1, the Administrative Agent
      will forthwith so notify the Borrower and the Lenders, and such Advances shall
      automatically, on the last day of the then existing Interest Period therefor,
      Convert into Reference Rate Advances.

    


    Section
      2.7                                Optional
      Prepayments

    .
      The
      Borrower may on any Business Day, in the case of Reference Rate Advances or
      Base
      Rate Advances upon prior written notice not later than 9:30 a.m., Los Angeles
      time, on the day of any prepayment of such Advances, and in the case of LIBOR
      Advances upon at least 3 Business Days’ prior written notice, to the
      Administrative Agent stating the proposed date and aggregate principal amount
      of
      the prepayment, and if such notice is given the Borrower will, prepay the
      outstanding principal amounts of the Advances making up a Borrowing in whole
      or
      ratably in part, together, in the case of LIBOR Advances or Base Rate Advances,
      with accrued and unpaid interest to the date of such prepayment on the principal
      amount prepaid; provided, however, that any prepayment of LIBOR Advances or
      Base
      Rate Advances shall be made on, and only on, the last day of an Interest Period
      for such Advances; and further provided, however, that each partial prepayment
      shall be in the aggregate principal amount of $500,000 or an integral multiple
      of $250,000 in excess thereof.

    


    Section
      2.8                                Conversion
      of Advances.

    


    (a)                      The
      Borrower may on any Business Day, upon prior written notice in the form of
      Exhibit F (a “Notice of Conversion/Continuation”)
      signed by an Authorized Officer and given to the Administrative Agent (i) with
      respect to any Conversion from Base Rate Advances to Reference Rate Advances
      or
      from Reference Rate Advances to Base Rate Advances, not later than 9:30 a.m.,
      Los Angeles time, on the Business Day immediately preceding the date of the
      proposed Conversion and (ii) with respect to any Conversion from or to LIBOR
      Advances, not later than 9:30 a.m., Los Angeles time, on the third Business
      Day
      before the date of the proposed Conversion, subject to the provisions of
      Sections 2.4(b), 3.2 and 3.3, Convert all the Advances of one Type making up
      the
      same Borrowing into Advances of another Type; provided, however,
      that any Conversion of LIBOR Advances or Base Rate Advances into Advances of
      another Type


    
      
        
        

      

      
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    shall
      be
      made on, and only on, the last day of an Interest Period for such LIBOR Advances
      or Base Rate Advances. Each Notice of Conversion shall, within the restrictions
      specified above, specify (A) the date of such Conversion, (B) the Advances
      to be
      Converted and (C) if such Conversion is into LIBOR Advances or Base Rate
      Advances, the duration of the initial Interest Period for such Advances. Each
      Notice of Conversion shall be irrevocable and binding on the Borrower. The
      Administrative Agent shall give each Lender prompt notice by telecopier of
      each
      Notice of Conversion.

    


    (b)                      On
      any date on which the aggregate unpaid principal amount of LIBOR Advances
      composing any Borrowing is reduced, by payment or prepayment or otherwise,
      to
      less than $2,000,000, such Advances shall automatically Convert into Reference
      Rate Advances. Upon the occurrence and during the continuation of any Default,
      (i) each LIBOR Advance and Base Rate Advance shall automatically, on the last
      day of the then existing Interest Period therefor, Convert into a Reference
      Rate
      Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances
      into, LIBOR Advances or Base Rate Advances shall be suspended.

    


    B.           LETTERS
      OF CREDIT

    


    Section
      2.9                                Issuance
      of Letters of Credit.

    


    (a)                      Subject
      to the limitations set forth in Section 2.1(a), the Borrower shall be entitled
      to request the issuance of Letters of Credit, from time to time from the Closing
      Date to the Commitment Termination Date, by giving the Issuing Bank a Letter
      of
      Credit Request at least 1 Business Day before the requested date of issuance
      of
      such Letter of Credit (which shall be a Business Day). Any Letter of Credit
      Request received by the Issuing Bank later than 3:00 p.m., Los Angeles time,
      shall be deemed to have been received on the next Business Day. Each Letter
      of
      Credit Request shall be delivered by telecopier (but shall be deemed to be
      an
      original for all purposes), shall be signed by an Authorized Officer, shall
      be
      irrevocable and shall be effective upon receipt by the Issuing Bank. Provided
      that a valid Letter of Credit Request has been received by the Issuing Bank
      and
      upon fulfillment of the other applicable conditions set forth in Article 4,
      the
      Issuing Bank will issue the requested Letter of Credit. No Letter of Credit
      may
      have an expiration date later than 60 days after the Commitment Termination
      Date. Notwithstanding the foregoing provisions of this Section 2.9(a), if the
      Borrower gives the Issuing Bank notice, by telephone confirmed promptly by
      telecopier, of a request for a Letter of Credit by noon, Los Angeles time,
      on
      the proposed day of issuance of such Letter of Credit, the Issuing Bank will
      use
      commercially reasonable efforts (but shall not be obligated) to issue such
      Letter of Credit on the day on which such notice is given; provided,
however, that the Issuing Bank shall no longer be required to use
      commercially reasonable efforts as described in this sentence if the Issuing
      Bank, at its sole option exercisable at any time, gives the Borrower notice
      of
      the same.

    


    (b)                      Immediately
      upon the issuance of each Letter of Credit, the Issuing Bank shall be deemed
      to
      have sold and transferred to each other Lender, and each other Lender shall
      be
      deemed to have purchased and received from the Issuing Bank, in each case
      irrevocably and without any further action by any party, an undivided interest
      and participation in such Letter of Credit, each drawing thereunder and the
      obligations of the Borrower under this Agreement in respect thereof in an amount
      equal to the product of (i) a fraction the numerator of which is
      the


    
      
        
        

      

      
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    amount
      of
      the Commitment of such Lender and the denominator of which is the Maximum
      Aggregate Commitment and (ii) the maximum amount available to be drawn under
      such Letter of Credit (assuming compliance with all conditions to drawing).
      The
      Issuing Bank will promptly advise each other Lender of the issuance of each
      Letter of Credit, the Letter of Credit Amount of such Letter of Credit, any
      change in the face amount or expiration date of such Letter of Credit, the
      cancellation or other termination of such Letter of Credit and any drawing
      under
      such Letter of Credit.

    


    Section
      2.10                                Drawing
      and Reimbursement.

    


    (a)                      The
      Borrower will reimburse the Issuing Bank for the amount of each draft presented
      under a Letter of Credit and paid by the Issuing Bank and any taxes, fees,
      charges or other costs or expenses reasonably incurred by the Issuing Bank
      in
      connection with such payment. Each such reimbursement shall be effected by
      a
      Reference Rate Advance from the Issuing Bank in accordance with Section 2.10(b).
      The Issuing Bank will notify the Borrower promptly of each payment by the
      Issuing Bank of a draft presented under a Letter of Credit.

    


    (b)                      The
      payment by the Issuing Bank of a draft presented under a Letter of Credit shall
      constitute for all purposes of this Agreement the making by the Issuing Bank
      of
      a Reference Rate Advance in the amount of such payment, without any requirement
      of compliance with the provisions of Section 2.1(a), Section 2.4(a) or Article
      4
      and without regard to whether the Commitment Termination Date has occurred,
      but
      subject to the provisions of Section 2.3. In the event that any such Reference
      Rate Advance by the Issuing Bank is not repaid by the Borrower by 11:00 a.m.,
      Los Angeles time, on the first Business Day after the day on which such
      Reference Rate Advance was made, the Issuing Bank will promptly so notify the
      Administrative Agent and each other Lender. On the first Business Day after
      such
      notification, each such Lender will make a Reference Rate Advance, which shall
      be used to repay the applicable portion of the Issuing Bank’s Reference Rate
      Advance with respect to such drawing, in an amount equal to the amount of such
      Lender’s participation in such drawing and will make available to the
      Administrative Agent for the Issuing Bank’s account, in immediately available
      funds, the amount of such Reference Rate Advance. Each such Lender’s obligation
      to make such a Reference Rate Advance shall be absolute and unconditional in
      all
      circumstances, without any requirement of compliance with the provisions of
      Section 2.1(a), Section 2.4(a) or Article 4 and without regard to whether the
      Commitment Termination Date has occurred, but subject to the provisions of
      Section 2.3. In the event that any such Lender fails to make the amount of
      such
      Reference Rate Advance available to the Administrative Agent, for the account
      of
      the Issuing Bank, on the specified day, the Issuing Bank shall be entitled
      to
      recover such amount on demand from such Lender, together with interest thereon
      at the Federal Funds Rate.

    


    Section
      2.11                                Obligations
      Absolute

    .
      The
      obligations of the Borrower under this Agreement, any Letter of Credit Request
      and any other agreement or instrument relating to any Letter of Credit shall
      be
      absolute, unconditional and irrevocable and shall be paid strictly in accordance
      with the terms of the aforementioned documents under all circumstances,
      including the following:

     

    
      (a)                      any
        lack of validity or enforceability of any Letter of Credit, this Agreement
        or
        any other Credit Document;

    


    
      
        
        

      

      
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    (b)                      the
      existence of any claim, setoff, defense or other right that the Borrower may
      have at any time against any beneficiary or transferee of any Letter of Credit
      (or any Person for whom any such beneficiary or transferee may be acting),
      the
      Issuing Bank, any other Lender (other than the defense of payment in accordance
      with the terms of this Agreement) or any other Person, whether in connection
      with this Agreement, any other Credit Document, the transactions contemplated
      hereby or thereby or any unrelated transaction;

    


    (c)                      any
      statement or other document presented under any Letter of Credit proving to
      be
      forged, fraudulent, invalid or insufficient in any respect, or any statement
      therein being untrue or inaccurate in any respect whatsoever;

    


    (d)                      payment
      by the Issuing Bank under any Letter of Credit against presentation of a draft
      or certificate that does not comply with the terms of such Letter of
      Credit;

    


    (e)                      any
      exchange, release or nonperfection of any Collateral or other collateral, or
      any
      release, amendment or waiver of or consent to departure from the Guaranty or
      any
      other guaranty, for any of the Obligations of the Borrower in respect of the
      Letters of Credit; and

    


    (f)                      any
      other circumstance or happening whatsoever, whether or not similar to any of
      the
      foregoing.

    


    Section
      2.12                                Letter
      of Credit Fees and Charges.

    


    (a)                      The
      Borrower will pay to the Administrative Agent, for the account of the Lenders,
      from and including the date hereof to the date on which all Letters of Credit
      have expired or been terminated, a letter of credit fee at the Applicable LOC
      Fee Rate in effect from time to time on the aggregate of the actual daily Letter
      of Credit Amounts of all Letters of Credit outstanding from time to time;
provided, however, that, to the extent and so long as the Borrower
      pledges cash to the Administrative Agent pursuant to the Security Agreement
      by
      depositing such cash into account number 4560001520 of the Administrative Agent
      at UBOC, Los Angeles, California, as collateral for the Borrower’s contingent
      reimbursement obligations in respect of all or a portion of the aggregate Letter
      of Credit Amount of the Letters of Credit outstanding from time to time, then
      the letter of credit fee payable on all or such portion, as applicable, of
      the
      aggregate of the actual daily Letter of Credit Amounts of such Letters of Credit
      shall be payable at the rate of 0.40% per annum. The letter of credit
      fee payable under this Agreement shall be payable monthly in arrears on the
      first Business Day of each calendar month, commencing on November 1, 2007,
      to
      the extent accrued during the immediately preceding calendar month;
provided, however, that the Borrower will pay a letter of credit
      fee in accordance with Section 2.12(a) of the Old Credit Agreement with respect
      to periods before the date hereof.

    


    (b)                      The
      Borrower will pay to the Issuing Bank for its own account such additional fees
      and charges (including cable charges) as are generally associated with letters
      of credit,
      in accordance with the Administrative Agent’s standard internal charge
      guidelines in effect from time to time.


    
      
        
        

      

      
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    Section
      2.13                                Limits
      of Liability of Agent and Lenders.

    


    (a)                      The
      Borrower agrees to the provisions in the Letter of Credit Request form;
provided, however, that the terms of this Agreement shall take
      precedence if there is any inconsistency between the terms of this Agreement
      and
      the terms of said form.

    


    (b)                      The
      Borrower assumes all risks of the acts or omissions of any beneficiary or
      transferee of any Letter of Credit with respect to its use of such Letter of
      Credit. Neither the Issuing Bank nor any other Lender nor any of their
      respective officers or directors shall be liable or responsible for (i) the
      use
      that may be made of any Letter of Credit or any acts or omissions of any
      beneficiary or transferee in connection therewith, (ii) the validity,
      sufficiency or genuineness of documents, or of any endorsement thereof, even
      if
      such documents should prove to be in any or all respects invalid, insufficient,
      fraudulent or forged, (iii) payment by the Issuing Bank against presentation
      of
      documents that do not comply with the terms of any Letter of Credit, including
      failure of any documents to bear any reference or adequate reference to any
      Letter of Credit, or (iv) any other circumstance whatsoever in making or failing
      to make payment under any Letter of Credit; provided, however,
      that (A) the Borrower shall have a claim against the Issuing Bank, and the
      Issuing Bank shall be liable to the Borrower, to the extent of any direct,
      but
      not consequential, damages suffered by the Borrower that the Borrower proves
      were caused by (1) the Issuing Bank’s willful misconduct or gross negligence in
      determining whether documents presented under any Letter of Credit comply with
      the terms of such Letter of Credit or (2) the Issuing Bank’s willful failure to
      make lawful payment under any Letter of Credit after the presentation to the
      Issuing Bank by the beneficiary or transferee of such Letter of Credit of a
      draft and certificates strictly complying with the terms and conditions of
      such
      Letter of Credit, and (B) EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE (A)
      ABOVE, THE BORROWER SHALL HAVE NO CLAIM AGAINST THE ISSUING BANK, AND THE
      ISSUING BANK SHALL NOT BE LIABLE TO THE BORROWER, FOR ANY DAMAGES SUFFERED
      BY
      THE BORROWER THAT ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART,
      BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ISSUING BANK. In
      furtherance and not in limitation of the foregoing, the Issuing Bank may accept
      any document that appears on its face to be in order, without responsibility
      for
      further investigation, regardless of any notice or information to the
      contrary.

    


    C.           PAYMENT
      PROVISIONS

    


    Section
      2.14                                Payments.

    


    (a)                      The
      Borrower will make each payment hereunder and under the Notes not later than
      11:00 a.m., Los Angeles time, on the day when due, in U.S. dollars and
      immediately available funds, to the Administrative Agent at its address in
      Los
      Angeles set forth in Section 10.2. The Administrative Agent will promptly
      thereafter cause to be distributed like funds relating to the payment of
      principal, interest or fees ratably (other than amounts payable
      pursuant


    
      
        
        

      

      
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    to
      Section 2.2(b) or Article 3) to the Lenders and like funds relating to the
      payment of any other amount payable to any Lender to such Lender, in each case
      to be applied in accordance with the terms of this Agreement. Upon its
      acceptance of an Assignment and Assumption and recording of the information
      contained therein in the Register pursuant to Section 10.8(d), from and after
      the effective date of such Assignment and Assumption the Administrative Agent
      will make all payments hereunder in respect of the interest assigned thereby
      to
      the Lender assignee thereunder, and the parties to such Assignment and
      Assumption will make all appropriate adjustments in such payments for periods
      before such effective date directly between themselves.

    


    (b)                      The
      Borrower hereby authorizes each Lender, if and to the extent that any payment
      owed to such Lender is not made when due hereunder or under any other Credit
      Document, to charge from time to time against any or all of the Borrower’s
      accounts with such Lender any amount so due.

    


    (c)                      Unless
      the Administrative Agent receives notice from the Borrower before the date
      on
      which any payment is due to the Lenders hereunder that the Borrower will not
      make such payment in full, the Administrative Agent may assume that the Borrower
      has made such payment in full to the Administrative Agent on such date, and
      the
      Administrative Agent may, in reliance upon such assumption, cause to be
      distributed to each Lender on such due date an amount equal to the amount then
      due to such Lender. If and to the extent that the Borrower has not so made
      such
      payment in full to the Administrative Agent, each Lender will repay to the
      Administrative Agent forthwith upon demand such amount distributed to such
      Lender, together with interest thereon, for each day from the date on which
      such
      amount was distributed to such Lender until the date on which such Lender repays
      such amount to the Administrative Agent, at the Federal Funds Rate.

    


    Section
      2.15                                Computation
      of Interest and Fees

    .
      All
      computations of interest and fees hereunder shall be made on the basis of a
      year
      of 360 days for the actual number of days (including the first day but excluding
      the last day) occurring in the period for which such interest or fees are
      payable. Each determination by the Administrative Agent of an interest rate
      hereunder shall be conclusive and binding for all purposes, absent manifest
      error.

    


    Section
      2.16                                Payments
      on Non-Business Days

    .
      Whenever any payment hereunder or under any other Credit Document is stated
      to
      be due on a day other than a Business Day, such payment shall be made on the
      next succeeding Business Day, and such extension of time shall in such case
      be
      included in the computation of payment of interest or fee, as the case may
      be;
provided, however, that, if such extension would cause payment of
      interest on or principal of LIBOR Advances to be made in the next succeeding
      calendar month, such payment shall be made on the next preceding Business
      Day.

    


    Section
      2.17                                Sharing
      of Payments, Etc.

      If
      any Lender obtains any payment (whether voluntary, involuntary, through the
      exercise of any right of setoff, or otherwise) on account of the Advances made
      by it or the Letters of Credit participated in by it (other than pursuant to
      Section 2.2(b) or Article 3) in excess


    
      
        
        

      

      
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    of
      its
      ratable share of payments on account of the Advances and Letters of Credit
      obtained by all of the Lenders, then such Lender will forthwith purchase from
      the other Lenders such participations in the Advances made by them and the
      Letters of Credit participated in by them as necessary to cause such purchasing
      Lender to share the excess payment ratably with each of them; provided,
however, that, if all or any portion of such excess payment is thereafter
      recovered from such purchasing Lender, such purchase from each other Lender
      shall be rescinded, and each such other Lender shall repay to the purchasing
      Lender the purchase price to the extent of such recovery, together with an
      amount equal to such Lender’s ratable share (according to the proportion of (a)
      the amount of such Lender’s required repayment to (b) the total amount so
      recovered from the purchasing Lender) of any interest or other amount paid
      or
      payable by the purchasing Lender in respect of the total amount so recovered.
      The Borrower agrees that any Lender so purchasing a participation from another
      Lender pursuant to this section may, to the fullest extent permitted by law,
      exercise all of its rights of payment (including the right of setoff) with
      respect to such participation as fully as if such Lender were the direct
      creditor of the Borrower in the amount of such participation.

    


    Section
      2.18                                Evidence
      of Debt.

    


    (a)                      The
      indebtedness of the Borrower resulting from all Advances made by each Lender
      from time to time shall be evidenced by the Notes.

    


    (b)                      The
      books and accounts of the Administrative Agent shall be conclusive evidence,
      absent manifest error, of all Letter of Credit Amounts and of the amounts of
      all
      Advances, drawings under Letters of Credit, reimbursements under Letters of
      Credit, repayments of Advances, fees, interest and other charges advanced,
      due,
      outstanding or paid pursuant to this Agreement or any other Credit
      Document.

    


    Section
      2.19                                Continuation
      of Outstanding Credit

    .
      On the
      Closing Date, any “Advances” and “Letters of Credit” outstanding under the Old
      Credit Agreement shall be deemed to be Advances and Letters of Credit,
      respectively, outstanding under this Agreement; provided, however,
      that (a) the interests of the Lenders in such Advances and Letters of Credit
      shall be pro rata in accordance with their Commitments hereunder as of
      the Closing Date and (b) the Lenders shall make all appropriate adjustments
      directly between themselves with respect to any “Advances” outstanding under,
      and any payments under, the Old Credit Agreement for periods before the Closing
      Date.

    


    ARTICLE
      3.

    YIELD
      PROTECTION

    


    Section
      3.1                                Increased
      LIBOR Advance Costs

    .
      If, due
      to either (a) the introduction of or any change (other than any change by way
      of
      imposition or increase of reserve requirements, in the case of LIBOR Advances,
      included in the LIBOR Reserve Percentage) in or in the interpretation of any
      Governmental Rule or (b) compliance with any Governmental Rule (whether or
      not
      having the force of law), there is an increase in the cost to any Lender of
      agreeing to make, making, funding or maintaining any LIBOR Advance, then the
      Borrower will from time to time, upon demand by such Lender (with a
      copy of
      such demand to the Administrative Agent), pay to the Administrative Agent,
      for
      the account of such Lender, additional amounts sufficient to compensate such
      Lender for such increased cost. A certificate as to the amount of such increased
      cost, submitted to the Borrower and the Administrative Agent by such Lender,
      shall be conclusive and binding for all purposes, absent manifest
      error.
      


    


    
      
        
        

      

      
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    Section
      3.2                                Illegality

    .
      Notwithstanding any other provision of this Agreement, if the introduction
      of,
      or any change in or in the interpretation of, any Governmental Rule makes it
      unlawful, or any Governmental Person asserts that it is unlawful, for any Lender
      to perform its obligations hereunder to make LIBOR Advances or to continue
      to
      fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand
      therefor by such Lender to the Borrower through the Administrative Agent, (a)
      the obligation of such Lender to make LIBOR Advances and to Convert Advances
      into LIBOR Advances shall be suspended until the Administrative Agent notifies
      the Borrower that such Lender has determined that the circumstances causing
      such
      suspension no longer exist, and (b) the Borrower will forthwith prepay in full
      all LIBOR Advances of such Lender then outstanding, together with accrued and
      unpaid interest thereon, unless the Borrower, within 5 Business Days of such
      notice and demand, Converts all LIBOR Advances of all Lenders then outstanding
      into Reference Rate Advances in accordance with Section 2.8(a).

    


    Section
      3.3                                Inadequacy
      of LIBOR

    .
      If,
      with respect to any LIBOR Advances, the Majority Lenders notify the
      Administrative Agent that LIBOR determined pursuant to Section 2.6(a)(ii) for
      any Interest Period for such Advances will not adequately reflect the cost
      to
      the Majority Lenders of making, funding or maintaining their respective LIBOR
      Advances for such Interest Period, then the Administrative Agent will forthwith
      so notify the Borrower and the Lenders, whereupon (a) all such LIBOR Advances
      shall automatically, on the last day of the then existing respective Interest
      Periods therefor, Convert into Reference Rate Advances, and (b) the obligations
      of the Lenders to make, or to Convert Advances into, LIBOR Advances shall be
      suspended until the Administrative Agent notifies the Borrower and the Lenders
      that the circumstances causing such suspension no longer exist.

    


    Section
      3.4                                Increased
      Letter of Credit Costs

    .
      If,
      after the date hereof, any change in any Governmental Rule or in the
      interpretation thereof by any Governmental Person charged with the
      administration thereof either (a) imposes, modifies or deems applicable any
      reserve, special deposit or similar requirement against letters of credit or
      guaranties issued by or participated in, or assets held by, or deposits in
      or
      for the account of, the Issuing Bank or any other Lender or (b) imposes on
      the
      Issuing Bank or any other Lender any other condition regarding this Agreement,
      the Issuing Bank, such Lender or any Letter of Credit, and the result of any
      event referred to in the preceding clause (a) or (b) is to increase the cost
      to
      the Issuing Bank of issuing or maintaining any Letter of Credit or to any Lender
      of purchasing or maintaining any participation therein, then, upon demand by
      the
      Issuing Bank or such Lender through the Administrative Agent, the Borrower
      will
      pay to the Issuing Bank or such Lender through the Administrative Agent, from
      time to time as specified by the Issuing Bank or such Lender through the
      Administrative Agent, additional amounts sufficient to compensate
      the Issuing Bank or such Lender for such increased cost. A certificate as to
      the
      amount of such increased cost, submitted to the Borrower by the Issuing Bank
      or
      such Lender, shall be conclusive and binding for all purposes, absent manifest
      error.

     

    
      Section
        3.5                                Capital
        Adequacy

      .
        If any
        Lender determines that compliance with any Governmental Rule (whether or
        not
        having the force of law) affects or would affect the amount of capital required
        or expected to be maintained by such Lender or any corporation controlling
        such
        Lender and that the amount of such capital is increased by or based upon
        the
        existence of 

    


    
      
        
        

      

      
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    such
      Lender’s commitment to lend hereunder and other commitments of this type or the
      commitment to issue or participate in, or the issuance of or participation
      in,
      the Letters of Credit (or similar contingent obligations), then, upon demand
      by
      such Lender (with a copy of such demand to the Administrative Agent), the
      Borrower will pay to the Administrative Agent, for the account of such Lender,
      from time to time as specified by such Lender, additional amounts sufficient
      to
      compensate such Lender in the light of such circumstances, to the extent that
      such Lender reasonably determines such increase in capital to be allocable
      to
      the existence of such Lender’s commitment to lend hereunder or commitment to
      issue or participate in, or the issuance of or participation in, Letters of
      Credit. A certificate as to such amounts submitted to the Borrower by such
      Lender shall be conclusive and binding for all purposes, absent manifest
      error.

     

    Section
      3.6                                Funding
      Losses

    .
      If any
      payment of principal of, or any Conversion of, any LIBOR Advance or Base Rate
      Advance is made other than on the last day of an Interest Period for such
      Advance, as a result of a payment or Conversion pursuant to Section 3.2 or
      3.3
      or acceleration of the maturity of the Obligations pursuant to Section 8.1
      or
      for any other reason, the Borrower will, upon demand by any Lender (with a
      copy
      of such demand to the Administrative Agent), pay to the Administrative Agent,
      for the account of such Lender, any amounts required to compensate such Lender
      for any additional losses, costs or expenses that it may reasonably incur as
      a
      result of such payment or Conversion, including any loss (including loss of
      anticipated profits), cost or expense incurred by reason of the liquidation
      or
      reemployment of deposits or other funds acquired by such Lender to fund or
      maintain such Advance.

    


    Section
      3.7                                Taxes.

    


    (a)                      Any
      and all payments by or on account of any obligation of the Borrower under this
      Agreement or under any other Credit Document shall be made free and clear of
      and
      without deduction or withholding for any Indemnified Taxes or Other Taxes;
      provided, however, that, if the Borrower is required by applicable
      Governmental Rules to deduct any Indemnified Taxes or Other Taxes from such
      payments, then (i) the amount payable shall be increased as necessary so that,
      after making all required deductions (including deductions applicable to
      additional amounts payable under this section), the Administrative Agent or
      Lender, as the case may be, receives an amount equal to the amount it would
      have
      received had no such deductions been made, (ii) the Borrower will make such
      deductions and (iii) the Borrower will timely pay the full amount deducted
      to
      the relevant Governmental Person in accordance with applicable Governmental
      Rules.

     

    
                (b)                      Without
        limiting the provisions of Section 3.7(a), the Borrower will timely pay all
        Other Taxes to the relevant Governmental Persons in accordance with applicable
        Governmental Rules.

      
          (c)                      The
        Borrower will indemnify the Administrative Agent and each Lender, within
        10 days
        after demand therefor, for the full amount of any Indemnified Taxes and Other
        Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on
        or
        attributable to amounts payable under this section) paid by the Administrative
        Agent or such Lender, as the case may be, and any penalties, interest and
        reasonable expenses arising therefrom or with respect thereto, whether or
        not
        such Indemnified Taxes and Other Taxes were correctly or legally



    

    
      
        
          
          

        

        
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    imposed
      or asserted by the relevant Governmental Person. A certificate as to the amount
      of such payment or liability delivered to the Borrower by a Lender (with a
      copy
      to the Administrative Agent), or by the Administrative Agent on its own behalf
      or on behalf of a Lender, shall be conclusive absent manifest
      error.

    


    (d)                      As
      soon as practicable after any payment of Indemnified Taxes or Other Taxes by
      the
      Borrower to a Governmental Person, the Borrower will deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Person evidencing such payment, a copy of the return reporting
      such payment or other evidence of such payment reasonably satisfactory to the
      Administrative Agent.

    


    (e)                      Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrower is resident for
      tax
      purposes or under any treaty to which such jurisdiction is a party, with respect
      to payments hereunder or under any other Credit Document, will deliver to the
      Borrower (with a copy to the Administrative Agent), at the time or times
      prescribed by applicable Governmental Rules or reasonably requested by the
      Borrower or the Administrative Agent, such properly completed and executed
      documentation prescribed by applicable Governmental Rules as will permit such
      payments to be made without withholding or at a reduced rate of withholding.
      In
      addition, any Lender, if requested by the Borrower or the Administrative Agent,
      will deliver such other documentation prescribed by applicable Governmental
      Rules or reasonably requested by the Borrower or the Administrative Agent as
      will enable the Borrower or the Administrative Agent to determine whether or
      not
      such Lender is subject to backup withholding or information reporting
      requirements. Without limiting the generality of the foregoing, each Foreign
      Lender will deliver to the Borrower and the Administrative Agent (in such number
      of copies as requested by the recipient), on or before the date on which such
      Foreign Lender becomes a Lender under this Agreement (and from time to time
      thereafter upon the request of the Borrower or the Administrative Agent, but
      only if such Foreign Lender is legally entitled to do so), whichever of the
      following is applicable:

    


    (i)           duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income-tax treaty to which the United States of America
      is a
      party;

    


    (ii)           duly
      completed copies of Internal Revenue Service Form W-8ECI;

     

    
                      (iii)           in
        the case of a Foreign Lender claiming the benefits of the exemption for
        portfolio interest under section 881(c) of the Tax Code, (A) a certificate
        to
        the effect that such Foreign Lender is not (1) a “bank” within the meaning of
        section 881(c)(3)(A) of the Tax Code, (2) a “10 percent shareholder” of the
        Borrower within the meaning of section 881(c)(3)(B) of the Tax Code or (3)
        a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Tax
        Code and (B) duly completed copies of  Internal Revenue Service Form
        W-8BEN; or

       

      
        (iv)           any
          other form prescribed by applicable Governmental Rules as a basis for claiming
          exemption from or a reduction of United States federal withholding tax,
          duly
          completed, together with such supplementary documentation as may be prescribed
          by applicable Governmental Rules to permit the Borrower to determine the
          withholding or deduction required to be made.

         

      

      
        
          
            
            

          

          
            -38-

            
              

            

          

          
            
            

          

        

      

       

    

     

    (f)                      If
      the Administrative Agent or a Lender determines, in its sole discretion, that
      it
      has received a refund of any Taxes or Other Taxes as to which it has been
      indemnified by the Borrower or with respect to which the Borrower has paid
      additional amounts pursuant to this section, it will pay to the Borrower an
      amount equal to such refund (but only to the extent of indemnity payments made,
      or additional amounts paid, by the Borrower under this section with respect
      to
      the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
      expenses of the Administrative Agent or such Lender, as the case may be, and
      without interest (other than any interest paid by the relevant Governmental
      Person with respect to such refund); provided, however, that, upon
      the request of the Administrative Agent or such Lender, the Borrower will repay
      the amount paid over to the Borrower (plus any penalties, interest or other
      charges imposed by the relevant Governmental Person) to the Administrative
      Agent
      or such Lender in the event that the Administrative Agent or such Lender is
      required to repay such refund to such Governmental Person. This section shall
      not be construed to require the Administrative Agent or any Lender to make
      available its tax returns (or any other information relating to its taxes that
      it deems confidential) to the Borrower or any other Person.

    


    Section
      3.8                                Substitution
      of Lender

    .
      If (a)
      any Lender demands payment from the Borrower in any material amount pursuant
      to
      Section 3.1, 3.4, 3.5 or 3.7 or (b) any Lender gives notice of illegality
      pursuant to Section 3.2, and in either case the event or circumstance causing
      such Lender to make such demand or give such notice is not applicable to the
      Majority Lenders, then the Borrower shall have the right, with the assistance
      of
      the Administrative Agent, to seek a mutually satisfactory lender or lenders
      (which may be one or more of the other Lenders) to substitute for such Lender
      by
      purchasing the Obligations and assuming the Commitment of such Lender;
provided, however, that in any event the Borrower shall be
      obligated to compensate such Lender pursuant to Section 3.1, 3.4, 3.5 or 3.7
      or
      to prepay such Lender’s LIBOR Advances pursuant to Section 3.2, as
      applicable.

    


    ARTICLE
      4.

    CONDITIONS
      OF EXTENDING CREDIT

    


    Section
      4.1                                Closing
      Date

    .
      This
      Agreement shall become effective on the date (the “Closing
      Date”), not later than October 5, 2007, on which the conditions
      precedent set forth below have been fulfilled.

     

    
      (a)                      No
        material and adverse change in the business, condition (financial or otherwise),
        operations, performance, properties or prospects of FOC or any Subsidiary
        has
        occurred since June 30, 2007 and is continuing.

      


      (b)                      No
        action, suit, investigation, litigation or proceeding affecting FOC or any
        Affiliate is pending or threatened before any Governmental Person, referee
        or
        arbitrator (i) that could reasonably be expected to have a Material Adverse
        Effect or (ii) that purports to affect the legality, validity or enforceability
        of, or the consummation of any of the transactions contemplated by, this
        Agreement or any other Credit Document.

    


    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    


     

    (c)                      The
      Lenders are satisfied with the terms of the Frontier Processing Agreements
      between the Borrower and FRI and between the Borrower and FERC.

    


    (d)                      The
      Borrower has paid the following fees to the Administrative Agent: (i) for the
      account of each Lender, an amendment fee equal to the product of (A) the
      Commitment of such Lender and (B) 0.20%; and (ii) for the account of the
      Administrative Agent, all accrued and unpaid fees and expenses of the
      Administrative Agent (as provided in Section 10.4 and in the Fee Letter),
      including the accrued and unpaid fees and disbursements of legal counsel to
      the
      Administrative Agent, to the extent one or more statements for such fees and
      expenses have been presented for payment.

    


    (e)                      The
      Administrative Agent has received the following, each dated the Closing Date
      unless otherwise specified below, in form and substance satisfactory to the
      Lenders and in the number of originals required by the Administrative
      Agent:

    


    (i)           this
      Agreement, duly executed by the Borrower and the Lenders;

    


    (ii)           the
      Notes in favor of the respective Lenders, the Security Agreement (together
      with
      the Securities Account Control Agreements, duly executed by the parties thereto
      and dated on or before the Closing Date), the Borrower Guaranty and the Fee
      Letter, duly executed by the Borrower;

    


    (iii)           the
      Guaranty, duly executed by the Guarantors;

    


    (iv)           the
      FRMI Guaranty and the Stock Pledge Agreement, duly executed by
      FRMI;

    


    (v)           copies
      of the resolutions of the Board of Directors of (A) the Borrower approving
      this
      Agreement, the Notes, the Borrower Guaranty and the Fee Letter, (B) FOC
      approving this Agreement and the Guaranty, (C) FRMI approving the Guaranty,
      the
      FRMI Guaranty and the Stock Pledge Agreement and (D) each other Guarantor
      approving the Guaranty, in each case certified by the Secretary or an Assistant
      Secretary of such Credit Party to be correct and complete and in full force
      and
      effect as of the date of execution of each such document and as of the Closing
      Date;

     

    
                (vi)           a
        certificate of the Secretary or an Assistant Secretary of each Credit Party
        as
        to the incumbency, and setting forth a specimen signature, of each of the
        persons (A) who has signed or will sign any Credit Document on behalf of
        such
        Credit Party and (B) who will, until replaced by other persons duly authorized
        for that purpose, act as the representatives of such Credit Party for the
        purpose of signing documents in connection with this Agreement and the
        transactions contemplated hereby;

    


    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    


    (vii)           a
      certificate of each Credit Party, signed on behalf of such Credit Party by
      its
      President or a Vice President and its Secretary or any Assistant Secretary,
      certifying as to the following: (A) the absence of any amendments to the charter
      of such Credit Party since the date of the certification with respect thereto
      referred to in Section 4.1(e)(viii); (B) the correctness and completeness of
      the
      copies of the bylaws of such Credit Party attached to such certificate and
      that
      such bylaws are in full force and effect; (C) the due incorporation and good
      standing of such Credit Party as a corporation organized under the laws of
      its
      state of incorporation and the absence of any proceeding for the dissolution
      or
      liquidation of such Credit Party; (D) the truthfulness in all material respects
      of the representations and warranties of such Credit Party contained in the
      Credit Documents, as though made on and as of the Closing Date; and (E) the
      absence of any event occurring and continuing, or resulting from the
      effectiveness of the Credit Documents, that constitutes a Default with respect
      to such Credit Party;

    


    (viii)                      certificates
      of the appropriate Governmental Persons, dated reasonably near the Closing
      Date,
      attaching the charter (or the most recent amendment and restatement thereof)
      of
      each Credit Party and all amendments thereto and certifying that (A) such
      amendments are the only amendments to such charter on file in such Governmental
      Person’s office, (B) such Credit Party has paid all franchise taxes to the date
      of such certificate and (C) such Credit Party is duly organized and in good
      standing under the laws of such state;

    


    (ix)           certificates
      of the appropriate Governmental Persons, dated reasonably near the Closing
      Date,
      with respect to the good standing of the Credit Parties to do business in such
      jurisdictions as the Administrative Agent may reasonably request;
      and

    


    (x)           one
      or more favorable opinions of legal counsel for the Credit Parties, as to such
      matters as any Lender through the Administrative Agent may reasonably
      request.

    


    Section
      4.2                                Advances

    .
      The
      obligation of each Lender to make an Advance on the occasion of each Borrowing
      is subject to the limitations of the Commitments, to the performance by the
      Borrower of all of its obligations under this Agreement and to the satisfaction
      of the following further conditions:

    


    (a)                      the
      Administrative Agent has received a Notice of Borrowing, duly executed by the
      Borrower, with respect to such Advance;

    


    (b)                      the
      following statements are true (and the acceptance by the Borrower of the
      proceeds of such Borrowing shall constitute a representation and warranty by
      the
      Borrower that on the date of such Borrowing such statements are
      true):

    
      


      (i)           the
        representations and warranties contained in each Credit Document are correct
        in
        all material respects on and as of the date of such Borrowing, before and
        after
        giving effect to such Borrowing and to the application of the proceeds thereof,
        as though made on and as of such date; and

    


    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    (ii)           no
      event has occurred and is continuing, or would result from such Borrowing or
      from the application of the proceeds thereof, that constitutes a Default;
      and

    


    (c)                      the
      Administrative Agent has received such other approvals, opinions, evidence
      and
      documents as any Lender through the Administrative Agent may reasonably
      request.

    


    Section
      4.3                                Letters
      of Credit

    .
      The
      obligation of the Issuing Bank to issue, and of each other Lender to participate
      in, each Letter of Credit is subject to the limitations of the Commitments,
      to
      the performance by the Borrower of all of its obligations under this Agreement
      and to the satisfaction of the following further conditions:

    


    (a)                      the
      Administrative Agent has received a Letter of Credit Request, duly executed
      by
      the Borrower, with respect to such Letter of Credit;

    


    (b)                      the
      following statements are true (and each delivery of a Letter of Credit Request
      shall constitute a representation and warranty by the Borrower that on the
      date
      of issuance of the applicable Letter of Credit such statements are
      true):

    


    (i)           the
      representations and warranties contained in each Credit Document are correct
      in
      all material respects on and as of the date of issuance of such Letter of
      Credit, before and after giving effect to the issuance of such Letter of Credit,
      as though made on and as of such date; and

    


    (ii)           no
      event has occurred and is continuing, or would result from the issuance of
      such
      Letter of Credit, that constitutes a Default; and

    


    (c)                      the
      Administrative Agent has received such other approvals, opinions, evidence
      and
      documents as any Lender through the Administrative Agent may reasonably
      request.

    


    Section
      4.4                                Increases
      in Maximum Aggregate Commitment

    .
      In each
      case in which the Borrower requests an increase in the Maximum Aggregate
      Commitment in accordance with Section 2.1(b), the obligation of the
      Administrative Agent to increase the Maximum Aggregate Commitment on the
      applicable Commitment Increase Date is subject to the performance by the
      Borrower of all of its obligations under this Agreement and to the satisfaction
      of the following further conditions:

     

    
            
        (a)                      the
        Administrative Agent has received (i) a Commitment Increase Request, duly
        executed by the Borrower, with respect to such increase, (ii) a notice from
        each
        applicable Accepting Lender, duly executed thereby, in respect of its portion
        of
        such increase, (iii) a Joinder Agreement from each applicable New Lender,
        duly
        executed thereby, in respect of its portion of such increase and (iv) a consent
        of the Guarantors, duly executed thereby, with respect to such
        increase;

      


    


    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    


     

    (b)                      the
      following statements are true (and each delivery of a Commitment Increase
      Request by the Borrower shall constitute a representation and warranty thereby
      that on the applicable Commitment Increase Date such statements are
      true):

    


    (i)           the
      representations and warranties contained in each Credit Document are correct
      in
      all material respects on and as of such Commitment Increase Date, before and
      after giving effect to the increase of the Maximum Aggregate Commitment on
      such
      date, as though made on and as of such date; and

    


    (ii)           no
      event has occurred and is continuing, or would result from such increase, that
      constitutes a Default; and

    


    (c)                      the
      Administrative Agent has received such other approvals, evidence and documents
      as it, or any such Accepting Lender or New Lender through the Administrative
      Agent, may reasonably request.

    


    Section
      4.5                                Determinations
      under Section 4.1

    .
      For
      purposes of determining compliance with the conditions specified in
      Section 4.1, each Lender shall be deemed to have consented to, approved or
      accepted, or to be satisfied with, each document or other matter required under
      Section 4.1 to be consented to, approved by, accepted or satisfactory to the
      Lenders unless an officer of the Administrative Agent responsible for the
      transactions contemplated by the Credit Documents and holding the position
      of
      Vice President or a more senior position receives notice from such Lender before
      the Closing Date specifying such Lender’s objection thereto, and such objection
      is not withdrawn by notice to the Administrative Agent to that
      effect.

    


    ARTICLE
      5.

    REPRESENTATIONS
      AND WARRANTIES

    


    Each
      of
      the Borrower and FOC represents and warrants to the Lenders and the
      Administrative Agent as set forth below.

    


    Section
      5.1                                Corporate
      Existence and Power

    .
      Each of
      the Borrower and FOC (a) is a corporation duly organized, validly existing
      and in good standing under the laws of the state of its incorporation as
      specified in the recital of parties to this Agreement, (b) is duly
      qualified or licensed as a foreign corporation, and is in good standing, in
      each
      jurisdiction in which it owns or leases property or in which the conduct of
      its
      business requires it to so qualify or be licensed (except for jurisdictions
      in
      which the failure to so qualify or be licensed could not reasonably be expected
      to have a Material Adverse Effect and (c) has
      all requisite corporate power and authority to own or lease and operate its
      properties and to carry on its business as now conducted and as proposed to
      be
      conducted.

     

    
      Section
        5.2                                Authorization

      .
        The
        execution, delivery and performance by each of the Borrower and FOC of this
        Agreement and each other Credit Document to which such Credit Party is or
        is to
        be a party, and the consummation of the transactions contemplated hereby
        and
        thereby, are within such Credit Party’s legal powers, have been duly authorized
        by all necessary 


    

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    


    


    legal
      action and do not (a) contravene such Credit Party’s charter, bylaws,
      partnership agreement, operating agreement or other constituent documents,
      (b) violate any Governmental Rule, (c) conflict with or result in the
      breach of, or constitute a default under, any Material Contract, loan agreement,
      indenture, mortgage, deed of trust or lease, or any other contract or
      instrument, binding on or affecting such Credit Party, any of its Subsidiaries
      or any of their respective properties, the conflict, breach or default of which
      could reasonably be expected to have a Material Adverse Effect, or
      (d) result in or require the creation or imposition of any Lien upon or
      with respect to any of the properties of such Credit Party or any of its
      Subsidiaries, except for Liens created under the Credit Documents. Neither
      such
      Credit Party nor any of its Subsidiaries is in violation of any such
      Governmental Rule or in breach of any such contract, loan agreement, indenture,
      mortgage, deed of trust, lease or other contract or instrument, the violation
      or
      breach of which could reasonably be expected to have a Material Adverse
      Effect.

    


    Section
      5.3                                Governmental
      Action, Etc

    .
      No
      Governmental Action, and no authorization, approval or other action by, or
      notice to, any third party, is required for the due execution, delivery or
      performance by the Borrower or FOC of this Agreement or any other Credit
      Document to which such Credit Party is a party, or for the consummation of
      the
      transactions contemplated hereby or thereby, except for (a) authorizations,
      approvals and other actions by, and notices to, third parties, the failure
      to
      obtain which could not reasonably be expected to have a Material Adverse Effect,
      and (b) Governmental Action that has been duly obtained, taken, given or made
      and is in full force and effect.

    


    Section
      5.4                                Binding
      Effect

    .
      This
      Agreement and each other Credit Document to which the Borrower or FOC is a
      party
      have been duly executed and delivered by such Credit Party. This Agreement
      and
      each other Credit Document to which the Borrower or FOC is a party are the
      legal, valid and binding obligations of such Credit Party, enforceable against
      such Credit Party in accordance with their respective terms, except as the
      enforceability hereof or thereof may be limited by bankruptcy, insolvency,
      moratorium, reorganization or other similar laws affecting creditors’ rights
      generally or by equitable principles relating to enforceability.

    


    Section
      5.5                                Financial
      Statements

    .
      The
      consolidated balance sheet of FOC and its Subsidiaries as of December 31, 2006,
      and the related consolidated statements of operations, changes in shareholders’
equity and cash flows of FOC and its Subsidiaries for the fiscal year then
      ended, certified by Deloitte & Touche LLP, independent public accountants,
      fairly present the consolidated financial condition of FOC and its Subsidiaries
      as of such date and the consolidated results of the operations of FOC and its
      Subsidiaries for the fiscal year ended on such date, all in accordance with
      GAAP. The unaudited consolidating balance sheets of FOC and its Subsidiaries
      as
      of December 31, 2006, and the related unaudited consolidating statements of
      operations, changes in shareholders’ equity and cash flows of FOC and its
      Subsidiaries for the fiscal year then ended, certified by the chief financial
      officer of FOC as having been prepared in accordance with GAAP, fairly present
      the consolidating financial condition of FOC and its Subsidiaries as of such
      date and the consolidating results of the operations of FOC and its Subsidiaries
      for the fiscal year ended on such date. The unaudited consolidated balance
      sheet
      of FOC and its Subsidiaries as of June 30, 2007, and the unaudited consolidated
      statements of operations, changes in shareholders’ equity and cash flows of FOC
      and its Subsidiaries for the three-month fiscal period then ended, delivered
      to
      the Lenders by FOC and certified (subject to


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    


     normal
      year-end audit adjustments) by the chief financial officer of FOC as having
      been
      prepared in accordance with GAAP, fairly present the consolidated financial
      condition of FOC and its Subsidiaries as of such date and the consolidated
      results of the operations of FOC and its Subsidiaries for the three-month fiscal
      period ended on such date, all in accordance with GAAP. Since June 30, 2007
      there has been no material and adverse change in the business, condition
      (financial or otherwise), operations, performance, properties or prospects
      of
      FOC or any Subsidiary. FOC and its Subsidiaries have no material contingent
      liabilities or long-term commitments except as disclosed in such consolidated
      balance sheet or the notes thereto.

    


    Section
      5.6                                Other
      Information

    .
      No
      information, exhibit or report furnished by FOC or any Subsidiary to the
      Administrative Agent or any Lender in connection with the negotiation of the
      Credit Documents or pursuant to the terms of any of the Credit Documents
      contains any material misstatement of fact or omits to state a material fact
      or
      any fact necessary to make the statements contained therein, in light of the
      circumstances in which made, not misleading.

    


    Section
      5.7                                Litigation

    .
      There
      is no action, suit, investigation, litigation or proceeding affecting FOC or
      any
      Subsidiary pending or, to the best knowledge of each of the Borrower and FOC,
      threatened before any Governmental Person, referee or arbitrator that could
      reasonably be expected to have a Material Adverse Effect.

    


    Section
      5.8                                Trademarks,
      Etc.

      FOC
      and its Subsidiaries possess all trademarks, trade names, copyrights and
      licenses necessary to conduct their respective businesses as now operated,
      without any known conflict with the valid trademarks, trade names, copyrights
      and licenses of others.

    


    Section
      5.9                                Fire,
      Etc.

      Neither
      the business nor the properties of FOC or any Subsidiary are affected by any
      fire, explosion, accident, strike, lockout or other labor dispute, or other
      casualty (whether or not covered by insurance) that could reasonably be expected
      to have a Material Adverse Effect.

    


    Section
      5.10                                Burdensome
      Agreements

    .
      Neither
      FOC nor any Subsidiary is a party to any indenture, loan agreement, credit
      agreement, lease or other agreement or instrument, or subject to any charter
      or
      other such legal restriction,
      that could reasonably be expected, in light of the circumstances prevailing
      on
      the date of this Agreement, to have a Material Adverse Effect.
      


      Section
        5.11                                Taxes,
        Etc

      .
        FOC and
        its Subsidiaries have filed, or there has been filed on their behalf, all
        tax
        returns (federal, state, local and foreign) required to be filed before the
        date
        of the making of this representation and warranty, and FOC and its Subsidiaries
        have paid all taxes shown thereon to be due, including interest, additions
        to
        taxes and penalties, or have provided adequate reserves for the payment
        thereof.

      


      Section
        5.12                                Investment
        Company

      .
        Neither
        FOC nor any Subsidiary is an “investment company” or an “affiliated person” of,
        or “promoter” or “principal underwriter” for, an “investment company,” as such
        terms are defined in the Investment Company Act of 1940. Neither the making
        of
        any Advance, nor the issuance of any Letter of Credit, nor the application
        of
        the proceeds or repayment thereof by the Borrower, nor the consummation of
        the
        other transactions contemplated hereby and thereby will violate any provision
        of
        such Act or any Governmental Rule of the Securities and Exchange Commission
        thereunder.

    


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    


    


    Section
      5.13                                Solvency

    .
      Each
      Credit Party is Solvent. FOC and its Subsidiaries, taken together, are
      Solvent.

    


    Section
      5.14                                Title
      to Properties

    .
      FOC and
      its Subsidiaries have good and marketable title to all properties, real or
      personal, purported to be owned thereby, except in the case of FPI’s ownership
      interest in the Centennial Pipeline, as to which FPI has title sufficient to
      conduct its business as it is currently being conducted. FPI has an undivided
      34.72% ownership interest in the Centennial Pipeline (commencing at Guernsey,
      Wyoming and terminating at Cheyenne, Wyoming), and, in accordance with the
      Conoco Operating Agreement, FPI’s ownership interest entitles it to capacity
      ownership of up to 25,000 barrels per day based on a 100% crude-oil line fill
      of
      Wyoming Sweet Crude and Wyoming General Sour Crude mix.

    


    Section
      5.15                                Ownership

    .
      FOC has
      no Subsidiaries except as described in Schedule 5. Each Subsidiary is owned
      by
      the Person(s) and in the percentage(s) specified in Schedule 5. None of the
      Capital Stock of any Subsidiary is subject to any Lien (other than, in the
      case
      of the stock of the Borrower, in favor of the Administrative
      Agent).

    


    Section
      5.16                                ERISA

    .
      No Plan
      Termination Event has occurred or could reasonably be expected to occur with
      respect to any Plan of FOC or any of its ERISA Affiliates that could reasonably
      be expected to result in a material liability to FOC or any of its ERISA
      Affiliates. Since the date of the most recent Schedule B (Actuarial
      Information) to the annual report of each of FOC and its ERISA Affiliates
      (Internal Revenue Service Form 5500 Series), if any, there has been no material
      and adverse change in the funding status of the Plans referred to therein,
      and
      no “prohibited transaction” (as such term is defined in Section 406 of ERISA)
      has occurred with respect theretothat
      could reasonably be expected to result in a material liability to FOC or any
      of
      its ERISA Affiliates. Neither FOC nor any of its ERISA Affiliates has incurred
      or could reasonably be expected to incur any material withdrawal liability
      under
      ERISA to any Multiemployer Plan.
      


      Section
        5.17                                Environmental
        Compliance.

      


      (a)                      The
        operations and properties of FOC and its Subsidiaries comply in all material
        respects with all applicable Environmental Laws and Environmental Permits,
        all
        past noncompliance with such Environmental Laws and Environmental Permits
        has
        been resolved without material ongoing obligations or costs, and no
        circumstances exist that could reasonably be expected to (i) form the basis
        of an Environmental Proceeding against FOC or any Subsidiary, or any property
        thereof, that could reasonably be expected to have a Material Adverse Effect
        or
        (ii) cause any such property to be subject to any restriction on ownership,
        occupancy, use or transferability under any Environmental Law.

      


      (b)                      None
        of the properties currently or formerly owned or operated by FOC or any
        Subsidiary is listed or proposed for listing on the National Priorities List
        under the Comprehensive Environmental Response, Compensation and Liability
        Act
        of 1980, on the

        
          
            
            

          

          
            -46-

            
              

            

          

          
            
            

          

        

      

    

     Comprehensive
      Environmental Response, Compensation and Liability Information System
      (“CERCLIS”) maintained by the U.S. Environmental
      Protection Agency or on any analogous foreign, state or local list or is
      adjacent to any such property, except that the Cheyenne Refinery and the El
      Dorado Refinery are listed on CERCLIS. There are not now, and to the best
      knowledge of each of the Borrower and FOC never have been, any underground
      or
      aboveground storage tanks, or any surface impoundments, septic tanks, pits,
      sumps or lagoons, in which any Hazardous Material is being or has been treated,
      stored or disposed of on any property owned or operated by FOC or any
      Subsidiary, in each case in any manner not in material compliance with all
      applicable Environmental Laws. There is no asbestos or asbestos-containing
      material on any property owned or operated by FOC or any Subsidiary, except
      in
      material compliance with all applicable Environmental Laws. No Hazardous
      Material has been released, discharged or disposed of on any property owned
      or
      operated by FOC or any Subsidiary, except in material compliance with all
      applicable Environmental Laws.

    


    (c)                      Neither
      FOC nor any Subsidiary is engaged in or has completed, either individually
      or
      together with any other potentially responsible party, any investigation,
      assessment or remedial or response action relating to any actual or threatened
      release, discharge or disposal of any Hazardous Material at any site, location
      or operation, either voluntarily or pursuant to the order of any Governmental
      Person or the requirements of any Environmental Law, in any case that could
      reasonably be expected to have a Material Adverse Effect; and all Hazardous
      Materials generated, used, treated, handled or stored at, or transported to
      or
      from, any property owned or operated by FOC or any Subsidiary have been disposed
      of in a manner that could not reasonably be expected to result in material
      liability to FOC or any Subsidiary.

    


    Section
      5.18                                Regulation
      U

    .
      The
      Borrower is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying margin stock (within the meaning of Regulation U issued
      by the Board of Governors of the Federal Reserve System), and no Letter of
      Credit or proceeds of any Advance will
      be
      used to purchase or carry any margin stock or to extend credit to others for
      the
      purpose of purchasing or carrying any margin stock.
      


      Section
        5.19                                Material
        Contracts

      .
        Each of
        the Baytex Crude Supply Agreement, the Cogen Lease, the Frontier Processing
        Agreements and the Offtake Agreement is in full force and effect and has
        not
        been modified from the form thereof delivered to the Lenders on November
        22,
        2004 pursuant to the Old Credit Agreement.

      


      ARTICLE
        6.

      AFFIRMATIVE
        COVENANTS

      


      So
        long
        as (1) any Commitment is in effect, (2) any Letter of Credit is outstanding
        or
        (3) any Obligation remains unpaid, unless compliance has been waived in writing
        by the Majority Lenders, the Borrower and/or FOC, as specified below, will
        observe the covenants set forth below.

      


      Section
        6.1                                Borrower
        Information Requirements

      .
        The
        Borrower will deliver the following to the Administrative Agent for distribution
        to the Lenders:

    


    
      
        
        

      

      
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    (a)                      by
      2:00 p.m., Los Angeles time, on the sixth day after (but excluding any weekday
      that is a federal holiday observed in the State of Colorado) each biweekly
      date
      of calculation referred to below, an Accounts aging schedule in form
      satisfactory to the Administrative Agent and a Borrowing Base Certificate,
      both
      as of Wednesday of every other week, commencing with October 10, 2007), or,
      if
      an Inventory Audit is conducted during such week, as of the date of such
      Inventory Audit, together with, in the case of each Borrowing Base Certificate
      that is the first Borrowing Base Certificate with an effective date in a
      calendar month following a calendar month in which an Inventory Audit was not
      performed, a certification by the Borrower’s Controller, Treasurer, Chief
      Financial Officer or President to the effect that the volume of Inventory
      contained in each tank located at any of the Refineries, as determined by the
      reading of tank sight gauges as of the last day of the preceding calendar month
      and after any necessary recalibration of such sight gauges, equals the volume
      of
      Inventory (plus or minus 2%) contained in such tank that was simultaneously
      determined by the Borrower’s physical measurement of such Inventory, using
      standard industry practices and standard tank-gauging wire-line devices;
      and

    


    (b)                      forthwith
      upon any return, recovery, dispute or claim concerning Accounts or sales of
      Inventory and exceeding $1,000,000 in any instance, a certificate of the chief
      financial officer or chief accounting officer of the Borrower setting forth
      the
      details thereof.

    


    Section
      6.2                                Audits

    .
      At any
      reasonable time and from time to time, upon reasonable prior notice to the
      Borrower, the Borrower will permit the Administrative Agent and the Syndication
      Agent and their respective consultants, agents and representatives to examine
      and make copies of and abstracts from the records and books of account of,
      and
      visit the properties and have access to the assets
      of, the Borrower and to discuss the affairs, finances and accounts of the
      Borrower with any of its officers, directors and employees and with its
      independent certified public accountants, including for the purpose of
      conducting Inventory Audits and Commercial Finance Audits, which in each case
      shall be conducted at least annually.
      


      Section
        6.3                                Returns
        and Allowances

      .
        The
        Borrower will treat returns and allowances, if any, between the Borrower
        and its
        customers on the same basis and in accordance with the usual and customary
        practices of the Borrower as they existed before the date hereof, but such
        returns and allowances for any fiscal year shall in no event exceed 2% of
        total
        sales for the previous fiscal year.

      


      Section
        6.4                                FOC
        Information Requirements

      .
        FOC
        will deliver the following to the Administrative Agent for distribution to
        the
        Lenders:

      


      (a)           as
        soon as available and in any event within 45 days after the end of each of
        the
        first three quarters of each fiscal year of FOC, (i) an unaudited consolidated
        balance sheet of FOC and its Subsidiaries as of the end of such quarter and
        unaudited consolidated statements of operations, changes in shareholders’ equity
        and cash flows of FOC and its Subsidiaries for the period commencing at the
        end
        of the previous fiscal year and ending with the end of such quarter, setting
        forth in each case in comparative form the corresponding figures for the
        corresponding period of the preceding fiscal year, all in reasonable detail
        and
        duly certified (subject to normal year-end audit adjustments) by the chief
        financial officer or chief accounting 

    


    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    


    officer
      of FOC as having been prepared in accordance with GAAP, and (ii) a report
      concerning the financial condition and operations of FOC and its Subsidiaries
      for such quarter on a consolidated basis (substantially in the form of the
      Operational and Financial Presentation dated as of September 30, 1999 and
      delivered to the Administrative Agent), duly certified by the chief financial
      officer or chief accounting officer of FOC as being true and correct, together
      with (A) a certificate of said officer stating that no Default has occurred
      and
      is continuing or, if a Default has occurred and is continuing, a statement
      as to
      the nature thereof and the action that FOC proposes to take with respect thereto
      and (B) a schedule in reasonable detail and otherwise in form satisfactory
      to
      the Administrative Agent of the computations used by FOC in determining, as
      of
      the end of such fiscal quarter, compliance with the covenants contained in
      Sections 7.10 through 7.12;

    


    (b)           as
      soon as available and in any event within 90 days after the end of each fiscal
      year of FOC, (i) a copy of the annual audit report for such year for FOC and
      its
      Subsidiaries, including therein a consolidated balance sheet of FOC and its
      Subsidiaries as of the end of such fiscal year and consolidated statements
      of
      operations, changes in shareholders’ equity and cash flows of FOC and its
      Subsidiaries for such fiscal year, in each case certified in a manner acceptable
      to the Majority Lenders by Deloitte & Touche LLP or other independent public
      accountants of recognized standing acceptable to the Majority Lenders, and
      (ii)
      a report concerning the financial condition and operations of FOC and its
      Subsidiaries for such fiscal year on a consolidated basis (substantially in
      the
      form of the Operational and Financial Presentation dated as of September 30,
      1999 and delivered to the Administrative Agent), duly certified by the chief
      financial officer or chief accounting officer of FOC as being true and correct,
      together with (A)
      a
      certificate of such accounting firm stating that in the course of the regular
      audit of the business of FOC and its Subsidiaries, which audit was conducted
      by
      such accounting firm in accordance with generally accepted auditing standards,
      such accounting firm has obtained no knowledge that a Default has occurred
      and
      is continuing or, if in the opinion of such accounting firm a Default has
      occurred and is continuing, a statement as to the nature thereof, (B) a schedule
      in reasonable detail and otherwise in form satisfactory to the Administrative
      Agent of the computations used by such accounting firm in determining, as of
      the
      end of such fiscal year, compliance with the covenants contained in Sections
      7.10 through 7.12 and (C) any management letter delivered to FOC by such
      accounting firm in connection with its audit of FOC and its Subsidiaries for
      such fiscal year;
      


      (c)           as
        soon as available and in any event within 120 days after the end of each
        fiscal
        year of FOC, unaudited consolidating balance sheets of FOC and its Subsidiaries
        (other than EMC, Wainoco Resources, Inc., a Delaware corporation, and Wainoco
        Oil & Gas Company, a Delaware corporation) as of the end of such fiscal year
        and unaudited consolidating statements of operations, changes in shareholders’
equity and cash flows of FOC and such Subsidiaries for such fiscal year,
        all in
        form and scope reasonably satisfactory to the Administrative Agent and duly
        certified by the chief financial officer or chief accounting officer of FOC
        as
        having been prepared in accordance with GAAP;

      


      (d)           as
        soon as available and in any event not later than 90 days after the beginning
        of
        each fiscal year of FOC, a summary budget for such year for FOC and its
        Subsidiaries (including, at a minimum, operating projections and a
        capital-expenditure budget), prepared by management of FOC and in form, scope
        and detail reasonably satisfactory to the Administrative Agent;

      


    


    
      
        
        

      

      
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    (e)           within
      90 days after any request therefor by the Majority Lenders (but not more often
      than annually), an environmental report with respect to any one or more of
      the
      Refineries and/or a refinery review and engineering report with respect to
      any
      one or more of the Refineries, each such report to be (i) prepared by RMT,
      Inc.,
      Stancil & Co. or another independent company or companies acceptable to the
      Administrative Agent, (ii) addressed to the Administrative Agent and (iii)
      in
      form and scope reasonably satisfactory to the Administrative Agent;

    


    (f)           as
      soon as possible and in any event within 10 days after FOC or any Subsidiary
      knows or has reason to know that any Plan Termination Event has occurred, a
      statement of the chief financial officer or chief accounting officer of FOC
      describing such Plan Termination Event and the action, if any, that FOC proposes
      to take with respect thereto;

    


    (g)           promptly
      and in any event within 5 Business Days after receipt thereof by FOC or any
      of
      its ERISA Affiliates from the PBGC, copies of each notice received by FOC or
      any
      such ERISA Affiliate of the PBGC’s intention to terminate any Plan or to have a
      trustee appointed to administer any Plan;

    


    (h)           promptly
      and in any event within 30 days after the filing thereof with the Internal
      Revenue Service, copies of each Schedule B (Actuarial Information) to the annual
      report

     

    
      (Internal
        Revenue Service Form 5500 Series) with respect to each Plan to which FOC
        or any
        of its ERISA Affiliates is a contributing employer;

      


      (i)           promptly
        and in any event within 5 Business Days after receipt by FOC or any of its
        ERISA
        Affiliates from a Multiemployer Plan sponsor, a copy of each notice received
        by
        FOC or any such ERISA Affiliate concerning the imposition or amount of
        withdrawal liability pursuant to Section 4202 of ERISA;

      


      (j)           promptly
        after the commencement thereof, notice of all actions, suits and proceedings
        before any Governmental Person, referee or arbitrator, affecting FOC or any
        Subsidiary, of the type described in Section 5.7;

      


      (k)           promptly
        after the occurrence thereof, notice of any event or condition that constitutes
        or causes a Default, together with a certificate of the chief financial officer
        or chief accounting officer of FOC setting forth the details thereof and
        the
        action that FOC is taking or proposes to take with respect thereto;

      


      (l)           promptly
        after the assertion or occurrence thereof or FOC’s or any Subsidiary’s becoming
        aware of the reasonable likelihood thereof, notice of any Environmental
        Proceeding against FOC or any Subsidiary or of any noncompliance by FOC or
        any
        Subsidiary with any Environmental Law or Environmental Permit, in any case
        that
        could reasonably be expected to (i) have a Material Adverse Effect or (ii)
        cause
        any property that is material to FOC and its Subsidiaries, taken as a whole,
        to
        be subject to any restriction on ownership, occupancy, use or transferability
        under any Environmental Law; and

    


    
      
        
        

      

      
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    (m)           promptly
      upon request, such other information respecting the business, condition
      (financial or otherwise), operations, performance, properties or prospects
      of
      FOC or any Subsidiary as any Lender may from time to time reasonably
      request.

    


    Section
      6.5                                Compliance
      with Governmental Rules

    .
      FOC
      will comply, and cause each Subsidiary to comply, with the requirements of
      all
      applicable Governmental Rules except to the extent that the failure to comply
      therewith, in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect.

    


    Section
      6.6                                Payment
      of Taxes, Etc.

      FOC
      will pay and discharge, and cause each Subsidiary to pay and discharge, before
      the same become delinquent, (i) all material taxes, assessments and governmental
      charges or levies imposed upon it or upon its property and (ii) all lawful
      claims that, if unpaid, might by law become a Lien upon any material property
      thereof; provided, however, that neither FOC nor any Subsidiary
      shall be required to pay or discharge any such tax, assessment, charge or claim
      that is being contested in good faith and by proper proceedings and as to which
      appropriate reserves are being maintained.

    


    Section
      6.7                                Maintenance
      of Insurance

    .
      FOC
      will maintain, and cause each Subsidiary to maintain, insurance with responsible
      and reputable insurance companies or associations that have an A.M. Best Co.
      rating of at least A-
      or a
      Solvency International Rating or equivalent rating at least as high as in effect
      on the Closing Date for such insurance company or association, in such amounts
      and covering such risks as is usually carried by companies engaged in similar
      businesses and owning similar properties in the same general areas in which
      FOC
      or such Subsidiary operates.
      


      Section
        6.8                                Preservation
        of Legal Existence, Etc.

        FOC
        will preserve and maintain, and cause each Subsidiary to preserve and maintain
        (except as permitted by the provisions of Section 7.6), its legal existence
        (in
        the jurisdiction of its organization) and rights (charter and statutory)
        and all
        franchises, approvals, permits and licenses that are material to its
        business.

      


      Section
        6.9                                Visitation
        Rights

      .
        FOC
        will, at any reasonable time and from time to time upon reasonable prior
        notice,
        permit the Administrative Agent or any of the Lenders, or any agents or
        representatives thereof, to examine and make copies of and abstracts from
        the
        records and books of account of, and visit the properties of, FOC and any
        Subsidiary and to discuss the affairs, finances and accounts of FOC and any
        Subsidiary with any of their respective officers, directors and employees
        and
        with their independent public accountants.

      


      Section
        6.10                                Keeping
        of Books

      .
        FOC
        will keep, and cause each Subsidiary to keep, proper books of record and
        account
        in which full and correct entries shall be made of all financial transactions
        and of the assets and business of FOC and each Subsidiary to the extent
        necessary to permit the preparation of the financial statements required
        to be
        delivered hereunder and under the other Credit Documents.

      


        
          
            
            

          

          
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    Section
      6.11                                Maintenance
      of Properties, Etc.

      FOC
      will maintain and preserve, and cause each Subsidiary to maintain and preserve,
      all of its properties that are material to the conduct of its business in good
      working order and condition, ordinary wear and tear excepted.

    


    Section
      6.12                                Transactions
      with Affiliates

    .
      FOC
      will conduct, and cause each Subsidiary to conduct, all transactions otherwise
      permitted under the Credit Documents with any Affiliate thereof on terms that
      are fair and reasonable and not materially less favorable than it would obtain
      in a comparable arm’s-length transaction with a Person not an Affiliate thereof,
      except that (a) transactions between or among any of the Credit Parties other
      than the Borrower and (b) transactions permitted by Section 7.8(e) shall not
      be
      restricted by this section.

    


    Section
      6.13                                Performance
      of Material Contracts

    .
      FOC
      will, and will cause each Subsidiary to, (a) perform and observe all of the
      terms and provisions of each Material Contract to which FOC or such Subsidiary,
      as applicable, is a party, to the extent such terms and provisions are to be
      performed or observed thereby, maintain each such Material Contract in full
      force and effect and enforce each such Material Contract in accordance with
      its
      terms, except in each case to the extent that the failure to do so could not
      reasonably be expected to have a Material Adverse Effect, and (b) upon
      reasonable request by the Administrative Agent, make to each other party to
      each
      such Material Contract such demands and
      requests for information, reports or action as FOC or such Subsidiary, as
      applicable, is entitled to make under such Material Contract.
      


      Section
        6.14                                Compliance
        with Environmental Laws.

      


      (a)                      FOC
        will (i) comply, and cause each Subsidiary and each lessee or other Person
        operating or occupying any property of FOC or any Subsidiary to comply, in
        all
        material respects with all applicable Environmental Laws and Environmental
        Permits, (ii) obtain and renew, and cause each Subsidiary to obtain and renew,
        all Environmental Permits necessary for its operations and properties, (iii)
        conduct, and cause each Subsidiary to conduct, any investigation, study,
        sampling and testing in material compliance with the requirements of all
        applicable Environmental Laws and (iv) undertake, and cause each Subsidiary
        to
        undertake, any cleanup, removal, remedial and other actions necessary to
        remove
        and clean up all Hazardous Materials from any of its properties, in material
        compliance with the requirements of all applicable Environmental Laws;
provided, however, that neither FOC nor any Subsidiary shall be
        required to undertake any such cleanup, removal, remedial or other action
        to the
        extent that its obligation to do so is being contested or negotiated in good
        faith and by proper proceedings and that appropriate reserves are being
        maintained with respect to such circumstances.

      


      (b)                      FOC
        will, and will cause each Subsidiary to, indemnify and hold harmless the
        Administrative Agent, each Lender, each Affiliate of the Administrative Agent
        or
        any Lender, and all officers, directors, employees, agents and advisors of
        each
        of the foregoing (each an “Indemnified Party”), from
        and against any and all claims, demands, actions, damages (including all
        foreseeable and unforeseeable consequential damages), losses, assessments,
        liabilities and expenses (including reasonable fees and expenses of counsel)
        that may be incurred by or awarded against any Indemnified Party, in each
        case
        arising out of or in connection with or by reason of, or in connection with
        the
        preparation for a defense of, any investigation, litigation


    


    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    


    or
      proceeding arising out of, related to or in connection with (i) the actual
      or
      alleged presence of any Hazardous Material in, on or under (A) any property
      owned or operated by FOC or any Subsidiary, (B) any property to which any
      Hazardous Material has migrated from any property owned or operated by FOC
      or
      any Subsidiary or (C) any property at which FOC or any Subsidiary has disposed
      of any Hazardous Material (whether or not legal at the time of such disposal)
      or
      (ii) any Environmental Proceeding relating in any way to FOC or any Subsidiary,
      in any case whether or not such investigation, litigation or proceeding is
      brought by FOC, any Subsidiary, any of their respective directors, shareholders
      or creditors or an Indemnified Party, whether or not any Indemnified Party
      is
      otherwise a party thereto and whether or not the transactions contemplated
      hereby are consummated.

    


    Section
      6.15                                Additional
      Guarantors

    .
      FOC
      will cause each Person that becomes a Subsidiary after the date hereof to
      deliver to the Administrative Agent, in form and substance reasonably
      satisfactory thereto and in the number of originals requested thereby, (a)
      within 10 days after such Person becomes a Subsidiary, a Guaranty Supplement,
      duly executed by such Person, and (b) within 30 days after such Person becomes
      a
      Subsidiary, certificates and other documents for such Person equivalent to
      those
      specified for Guarantors in Section 4.1(e).

     

    
      ARTICLE
        7.

      NEGATIVE
        COVENANTS

      


      So
        long
        as (1) any Commitment is in effect, (2) any Letter of Credit is outstanding
        or
        (3) any Obligation remains unpaid, unless compliance has been waived in writing
        by the Majority Lenders, the Borrower and/or FOC, as specified below, will
        observe the covenants set forth below.

      


      Section
        7.1                                Cleanup
        Period

      .
        The
        Borrower will not permit any calendar year to pass without there being a
        period
        of at least 5 consecutive Business Days in such calendar year during which
        the
        Borrower has no Advances outstanding.

      


      Section
        7.2                                Use
        of Advances and Letters of Credit

      .
        The
        Borrower will not use the proceeds of any Advance other than for its short-term
        working capital purposes. The Borrower will not request the issuance of any
        Letter of Credit other than to support (a) its purchases of crude oil or
        petroleum products or (b) other obligations of the Borrower incurred in the
        ordinary course of business and as to which the Administrative Agent and
        the
        Majority Lenders have agreed, in their sole and absolute discretion, to support
        the same by issuance of and participation in a Letter of Credit.

      


      Section
        7.3                                Liens,
        Etc.

        FOC
        will not create, incur, assume or suffer to exist, or permit any Subsidiary
        to
        create, incur, assume or suffer to exist, any Lien upon or with respect to
        any
        of its property of any character (including Capital Stock, other securities
        and
        accounts receivable), whether now owned or hereafter acquired, or authorize,
        or
        permit any Subsidiary to authorize, any Person to file, under the Uniform
        Commercial Code of any jurisdiction, a financing statement that names FOC
        or any
        Subsidiary as debtor (except in connection with true leases), or assign,
        or
        permit any Subsidiary to assign, any accounts receivable; provided,
however, that the foregoing restrictions shall not apply to the
        following:

    


    
      
        
        

      

      
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    (a)                      Liens
      created by any of the Credit Documents;

    


    (b)                      Liens
      securing any Debt permitted under Section 7.4(c) or (d), provided that any
      such
      Lien is limited to the fixed asset or assets acquired or financed and any
      subsequent improvements thereto;

    


    (c)                      Permitted
      Liens;

    


    (d)                      the
      right of first refusal reserved by Shell Oil Products US, as seller, under
      Section 11.05 of the Asset Purchase and Sale Agreement dated as of October
      19,
      1999 among Shell Oil Products US, FERC and FOC; and

    


    (e)                      a
      Lien in favor of BNP Paribas on cash of the Borrower not exceeding $10,000,000
      in the aggregate to secure the Borrower’s obligations to BNP Paribas described
      in Section 7.4(k).

     

    
      Section
        7.4                                Debt

      .
        FOC
        will not create, incur, assume or suffer to exist, or permit any Subsidiary
        to
        create, incur, assume or suffer to exist, any Debt other than the
        following:

      


      (a)                      Debt
        of the Credit Parties under the Credit Documents;

      


      (b)                      Debt
        of FOC in respect of $150,000,000 in principal amount of its 6-5/8% Senior
        Notes
        due 2011;

      


      (c)                      Debt
        (commonly known as purchase-money debt) of FOC and its Subsidiaries incurred
        after December 31, 2006 to purchase, or to finance the purchase of, fixed
        assets
        and/or Debt incurred by FOC and its Subsidiaries after December 31, 2006
        with
        respect to which the creditor has no recourse to the debtor, but only to
        the
        property securing such Debt; provided, however, that the aggregate
        cumulative principal amount of all such Debt referred to above shall not
        exceed
        $30,000,000;

      


      (d)                      Capitalized
        Leases permitted under Section 7.5;

      


      (e)                      Debt
        of FPI to ConocoPhillips pursuant to the Conoco Operating Agreement, not
        to
        exceed $500,000 in the aggregate at any time outstanding;

      


      (f)                      Debt
        of FOC and the Borrower to brokerage firms listed on Schedule 6, and Debt
        of
        Subsidiaries to FOC in respect of such Debt of FOC (incurred on behalf of
        such
        Subsidiaries in the purchase or sale of commodity futures contracts or related
        options) to such brokerage firms; provided, however, that such
        Debt shall not exceed $25,000,000 in the aggregate at any time outstanding,
        without duplication, and shall relate only to commodity hedging activity
        in
        margin accounts that is permitted pursuant to Section 7.4(m);

      


        
          
            
            

          

          
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    (g)           the
      obligation of FERC to make “Contingency Earn-Up Payments” to Shell Oil Products
      US pursuant to the Asset Purchase and Sale Agreement dated as of October 19,
      1999 among Shell Oil Products US, FERC and FOC;

    


    (h)           Debt
      permitted by Section 7.8(c), (d) or (e);

    


    (i)           the
      guaranty by FOC and its Subsidiaries of the obligations of FOC in respect of
      the
      Debt described in Section 7.4(b);

    


    (j)                      Debt
      of FOC or the Borrower under any Hedge Agreement entered into with the purpose
      and effect of hedging interest rates on a principal amount of Debt of such
      Credit Party that is accruing interest at a fixed or variable rate, provided
      that (i) the aggregate notional amount of such Hedge Agreement does not exceed
      75% of the anticipated outstanding principal balance of the Debt to be hedged
      by
      such Hedge Agreement or 75% of an average of such principal balances calculated
      using a generally accepted method of matching interest-rate swap contracts
      to
      declining principal balances, (ii) the floating-rate index of each such Hedge
      Agreement hedging variable-rate Debt generally matches the index used to
      determine the floating
      rates of interest on the corresponding Debt to be hedged by such Hedge
      Agreement, (iii) the fixed-rate index of each such Hedge Agreement hedging
      fixed-rate Debt generally matches the fixed rate(s) of interest on the
      corresponding Debt to be hedged by such Hedge Agreement and (iv) each such
      Hedge
      Agreement is with a counterparty, or has a guarantor of the obligation of the
      counterparty, that is a Lender or another well capitalized and nationally
      recognized hedging counterparty;
      


      (k)                      the
        Debt of the Borrower, as purchaser, and FOC, as guarantor, in respect of
        the
        Utexam Transactions, provided that such Debt does not exceed, at any time
        outstanding, the sum of $200,000,000 plus the amount of any related
        transportation costs and expenses; and the Debt of the Borrower, as account
        party, to BNP Paribas in respect of up to $10,000,000 in the aggregate, at
        any
        time outstanding, for one or more letters of credit (including any unreimbursed
        drawings thereunder) issued by BNP Paribas to provide credit support for
        certain
        obligations of the Borrower to CCPS Transportation, LLC, a Delaware limited
        liability company, for transport of crude oil purchased by the Borrower in
        the
        Utexam Transactions;

      


      (l)                      Debt
        of FOC, provided that (i) such Debt is unsecured, (ii) the earliest maturity
        date of any portion of such Debt is at least 2 years after the Commitment
        Termination Date, (iii) the covenants in any agreement or instrument evidencing
        or otherwise relating to such Debt are no more restrictive or burdensome
        than
        those in this Agreement and the other Credit Documents, (iv) the interest
        payable on such Debt is at a commercially reasonable rate and (v) at the
        time of
        issuance of such Debt, FOC’s senior unsecured debt ratings from Moody’s and
        S&P (A) are at least B1 and B+, respectively, and (B) have not declined
        during the 6-month period ending on the date of issuance of such Debt;
provided, however, that, if at the time of issuance of such Debt
        FOC’s senior unsecured debt is rated by only one of Moody’s and S&P, then
        the conditions set forth in clause (v) above shall apply only to the rating
        by
        that rating agency;

      


      (m)                      Debt
        of FOC or any Subsidiary under any Hedge Agreement entered into for the purpose
        and with the effect of hedging price risk on (i) oil or gas purchased or
        to be


    


    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    


    purchased
      by FOC or any Subsidiary for processing or consumption by any Subsidiary or
      (ii)
      petroleum products produced or to be produced by any Subsidiary, provided that
      each such Hedge Agreement at all times (A) hedges or mitigates risk to which
      FOC
      or a Subsidiary has actual or projected exposure, (B) is permitted under the
      risk-management policy approved by FOC’s Board of Directors at the time such
      Hedge Agreement is entered into and (C) does not subject FOC or any Subsidiary
      to any speculative risk; and

    


    (n)                      other
      Debt of FOC and its Subsidiaries, in addition to any permitted above in this
      section, not exceeding $20,000,000 in the aggregate at any time
      outstanding.

     

    
      Section
        7.5                           Lease
        Obligations

      .
        FOC
        will not create, incur, assume or suffer to exist, or permit any Subsidiary
        to
        create, incur, assume or suffer to exist, any obligations as lessee (a) for
        the
        rental or hire of real or personal property in connection with any
        sale-and-leaseback transaction or (b) for the rental or hire of other real
        or
        personal property of any kind under leases or agreements to lease (including
        Capitalized Leases but excluding the Cogen Lease) having an original term
        of one
        year or more that would cause the direct or contingent liabilities of FOC
        and
        its Subsidiaries, on a consolidated basis, in respect of all of such obligations
        to exceed $25,000,000 payable in any calendar year; provided,
however, that the foregoing restrictions shall not apply to any
        lease
        between Credit Parties other than any such lease to which the Borrower is
        a
        party.

      


      Section
        7.6                                Mergers,
        Etc.

      (a)             FOC
        will not, and will not permit any Subsidiary to, merge or consolidate with
        or
        into any Person, or sell, assign, convey, transfer, lease or otherwise dispose
        of (whether in one transaction or in a series of transactions) all or
        substantially all of its assets (whether now owned or hereafter acquired)
        to any
        Person, or acquire all or substantially all of the assets of any Person,
        except
        that any Credit Party other than the Borrower may merge or consolidate with,
        or
        sell, assign, convey, transfer, lease or otherwise dispose of (whether in
        one
        transaction or in a series of transactions) all or substantially all of its
        assets (whether now owned or hereafter acquired) to, or acquire all or
        substantially all of the assets of, any other Credit Party other than the
        Borrower.

      


      Section
        7.7                                Sales,
        Etc. of Assets

      .
        FOC
        will not sell, assign, convey, transfer, lease or otherwise dispose of, or
        permit any Subsidiary to sell, assign, convey, transfer, lease or otherwise
        dispose of, any substantial part of its assets, including any Refinery, FPI’s
        current ownership interest in the Centennial Pipeline operated by Conoco
        Pipeline Inc. (originating at Guernsey, Wyoming and terminating at Cheyenne,
        Wyoming) and substantially all assets constituting the business of a division,
        branch or other unit of operation, except for the following:

      


      (a)                      any
        sale, assignment, conveyance, transfer, lease or other disposition of assets,
        including inventory, in the ordinary course of business;

      


      (b)                      sales
        of Capital Stock of any Subsidiary that are permitted by Section 7.8(c) or
        (d);

      


        
          
            
            

          

          
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    (c)                      sales,
      assignments, conveyances, transfers, leases and other dispositions of assets
      by
      any Credit Party other than the Borrower to any other Credit Party other than
      the Borrower; and

    


    (d)                      in
      addition to the foregoing, sales of other assets for consideration not exceeding
      $20,000,000 in the aggregate in any calendar year.

    


    Section
      7.8                                Investments
      in Other Persons

    .
      FOC
      will not, and will not permit any Subsidiary to, make any loan or advance to
      any
      Person, purchase or otherwise acquire any Capital Stock of any Person, make
      any
      capital 
      contribution
        to any Person, or otherwise invest in any Person; provided,
however, that nothing in this section shall prevent any of the
        following:

      


      (a)                      FOC
        or any Subsidiary from acquiring or holding Cash Equivalents;

      


      (b)                      FOC
        or any Subsidiary from generating and holding accounts receivable in the
        ordinary course of business;

      


      (c)                      any
        Credit Party other than the Borrower from making any loan, advance or capital
        contribution to, or other investment in, any other Credit Party;

      


      (d)                      so
        long as no Default has occurred and is continuing or would be caused thereby,
        the Borrower from making any loan, advance or capital contribution to, or
        other
        investment in, any other Credit Party;

      


      (e)                      the
        Borrower from making any loan or advance to or on behalf of FOC for selling,
        general and administrative expenses properly incurred by FOC, including for
        (i)
        salaries and benefits, (ii) office space, (iii) travel and entertainment,
        (iv)
        payments to directors and (v) audit and other professional services;
provided, however, that the aggregate amount of such loans and
        advances outstanding at any time may not exceed $10,000,000 and that FOC
        must
        repay each such loan or advance in cash by the end of the second calendar
        month
        after the calendar month in which such loan or advance was made;

      


      (f)                      any
        Subsidiary from making any payment to FOC from time to time equal to such
        Subsidiary’s liability to FOC pursuant to such Subsidiary’s tax-sharing
        arrangement with FOC; provided, however, that no such payment
        shall exceed any Subsidiary’s current tax liability that would otherwise be
        payable to the United States Internal Revenue Service or another appropriate
        Governmental Person if such Subsidiary were required to pay taxes on an
        unconsolidated, stand-alone basis; or

      


      (g)           in
        addition to the foregoing, FOC or any Subsidiary from making other investments
        after June 30, 2007 in activities or businesses relating to the current
        activities and businesses of FOC and its Subsidiaries, up to a cumulative
        aggregate amount of $10,000,000 on a consolidated basis.

      


      Section
        7.9                                Dividends,
        Etc.

        FOC
        will not, and will not permit any Subsidiary to, declare, pay or make any
        dividend or other distribution, purchase, redeem, retire, defease
        or

    


    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    


     otherwise
      acquire for value any of its Capital Stock, return any capital to its
      equityholders as such, or make any distribution of assets, Capital Stock,
      warrants, rights, options, obligations or securities to its equityholders as
      such, or permit any Subsidiary to purchase, redeem, retire, defease or otherwise
      acquire for value any Capital Stock in FOC, except that:

    


    (a)                      any
      Subsidiary other than the Borrower may declare and pay cash dividends to, and
      make cash distributions to, any Credit Party; 

     

    (b)                      so
      long as no Default has occurred and is continuing or would be caused thereby,
      the Borrower may declare and pay cash dividends to, and make cash distributions
      to, any Credit Party that is a shareholder thereof;
      


      (c)                      so
        long as no Default has occurred and is continuing or would be caused thereby,
        FOC may declare and pay dividends payable only in its common stock;
        and

      


      (d)                      so
        long as no Default has occurred and is continuing or would be caused thereby,
        FOC may declare and pay cash dividends to its shareholders, and may purchase,
        redeem, retire, defease or otherwise acquire shares of its outstanding Capital
        Stock for cash.

      


      Section
        7.10                                Leverage
        Ratio

      .
        FOC
        will not permit the ratio of (a) the difference between Consolidated Funded
        Debt
        as of the last day of any fiscal quarter of FOC and the aggregate amount
        of cash
        and Cash Equivalents held by FOC as of the last day of such fiscal quarter
        to
        (b) Consolidated EBITDA for the Calculation Period ended on the last day
        of such
        fiscal quarter to be greater than 4.00 to 1.00, as measured by the financial
        information to be delivered pursuant to Section 6.4(a) or (b).

      


      Section
        7.11                                Ratio
        of Debt to Capitalization

      .
        FOC
        will not permit the ratio of (a) Consolidated Funded Debt as of the last
        day of
        any fiscal quarter of FOC to (b) the sum of Consolidated Funded Debt and
        consolidated stockholders’ equity of FOC and its Subsidiaries as of the last day
        of such fiscal quarter to be greater than 0.55 to 1.00, as measured by the
        financial information to be delivered pursuant to Section 6.4(a) or
        (b).

      


      Section
        7.12                                Holding
        of Cash and Cash Equivalents

      .
        FOC
        will not permit the aggregate amount of cash and Cash Equivalents held by
        it and
        its Subsidiaries at any and all times during any fiscal quarter of FOC to
        be
        less than the sum of (a) the smallest aggregate amount of cash and Cash
        Equivalents needed to be held by FOC as of the end of the immediately preceding
        fiscal quarter of FOC in order for FOC to comply with the covenant contained
        in
        Section 7.10 and (b) the smallest additional aggregate amount of cash and
        Cash
        Equivalents needed to be held by FOC and its Subsidiaries (but not in excess
        of
        the additional aggregate amount of cash and Cash Equivalents actually held
        by
        FOC and its Subsidiaries) as of the end of such fiscal quarter in order for
        the
        Borrower to qualify for the most favorable (to it) Pricing Level.

      


      Section
        7.13                                Change
        in Nature of Business

      .
        FOC
        will not make, or permit any Subsidiary to make, any material change in the
        nature of its business as carried on as of the date hereof. The closure or
        shutdown of any Refinery shall in all cases be deemed to be such a material
        change (other than a temporary closure or shutdown, not to exceed 6 weeks,
        for
        major maintenance or capital improvements or because of force
        majeure).

    


    
      
        
        

      

      
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    Section
      7.14                                Compliance
      with ERISA

    .
      FOC
      will not (a) terminate, or permit any Subsidiary to terminate, any Plan so
      as to
      result in any material (in the reasonable judgment of the Majority Lenders)
      liability of FOC or any
      of
      its ERISA Affiliates to the PBGC or (b) permit to exist any occurrence of any
      Reportable Event (as defined in Title IV of ERISA), or any other event or
      condition, that presents a material (in the reasonable judgment of the Majority
      Lenders) risk of such termination by the PBGC of any Plan.
      


      Section
        7.15                                Amendment,
        Etc. of Material Contracts

      .
        FOC
        will not, and will not permit any Subsidiary to, cancel or terminate any
        Material Contract to which it is a party or consent to or accept any
        cancellation or termination thereof. FOC will not, and will not permit any
        Subsidiary to, (a) amend or otherwise modify any Material Contract to which
        it
        is a party or give any consent, waiver or approval thereunder, (b) waive
        any
        default under, or breach of, any such Material Contract, (c) agree in any
        manner
        to any other amendment, modification or change of any term or condition of
        any
        such Material Contract or (d) take any other action in connection with any
        such
        Material Contract, except in each case described in clause (a), (b), (c)
        or (d)
        above to the extent that doing so could not reasonably be expected to have
        a
        Material Adverse Effect.

      


      Section
        7.16                                Change
        of Fiscal Periods

      .
        FOC
        will not, and will not permit any Subsidiary to, have a fiscal year other
        than
        one coinciding with the calendar year or have any fiscal quarter other than
        once
        coinciding with a calendar quarter.

      


      ARTICLE
        8.

      EVENTS
        OF DEFAULT

      


      Section
        8.1                                Events
        of Default

      .
        If any
        one or more of the following events (each an “Event of
        Default”) occurs and is continuing:

      


      (a)                      the
        Borrower fails to pay any Obligation when due;

      


      (b)                      any
        representation or warranty made by any Credit Party or any Subsidiary (or
        any of
        their respective officers) in or in connection with any Credit Document proves
        to have been incorrect in any material respect when made;

      


      (c)                      any
        Credit Party fails to perform or observe any term, covenant or agreement
        in
        Section 6.4(k), Section 6.8 (with respect to the Borrower or FOC only) or
        Article 7 on its part to be performed or observed; the Borrower fails to
        perform
        or observe any term, covenant or agreement in Section 6.1(a), and the same
        is
        not remedied within 3 Business Days thereafter; or any Credit Party fails
        to
        perform or observe any other term, covenant or agreement of any Credit Document
        on its part to be performed or observed, and the same is not remedied within
        15
        days after written notice thereof has been given to the Borrower by the
        Administrative Agent;

    


    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

    


    (d)                      any
      Credit Party or any Subsidiary fails to pay any principal of any Debt thereof
      outstanding in a principal amount of at least $10,000,000 in the aggregate
      (excluding the Obligations), or any interest or premium thereon, when due
      (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise), and such failure continues
      after
      the applicable grace period, if any, specified in the agreement or instrument
      relating to such Debt; any other event occurs or condition exists under any
      agreement or instrument relating to any such Debt and continues after the
      applicable grace period, if any, specified in such agreement or instrument,
      if
      the effect of such event or condition is to accelerate, or to permit the
      acceleration of, the maturity of such Debt; or any such Debt is declared to
      be
      due and payable, or is required to be prepaid, redeemed, purchased or defeased
      (other than by a regularly scheduled required prepayment, redemption, purchase
      or defeasance), or an offer to prepay, redeem, purchase or defease such Debt
      is
      required to be made, in each case before the stated maturity
      thereof;
      


      (e)                      any
        Credit Party or any Subsidiary generally does not pay its debts as such debts
        become due, admits in writing its inability to pay its debts generally or
        makes
        a general assignment for the benefit of creditors; any proceeding is instituted
        by or against any Credit Party or any Subsidiary seeking to adjudicate it
        a
        bankrupt or insolvent, seeking liquidation, winding up, reorganization,
        arrangement, adjustment, protection, relief, or composition of it or its
        debts
        under any law relating to bankruptcy, insolvency or reorganization or relief
        of
        debtors or seeking the entry of an order for relief or the appointment of
        a
        receiver, trustee or other similar official for it or for any substantial
        part
        of its property; or any Credit Party or any Subsidiary takes any legal action
        to
        authorize any of the actions set forth above in this Section
        8.1(e);

      


      (f)                      any
        judgment or order for the payment of money in excess of $10,000,000 is rendered
        against any Credit Party or any Subsidiary, and either (i) enforcement
        proceedings are commenced by any creditor upon such judgment or order or
        (ii)
        there is any period of 10 consecutive days (or, if the entire amount is covered
        by insurance (subject to applicable deductibles), 30 consecutive days) during
        which a stay of enforcement of such judgment or order, by reason of a pending
        appeal or otherwise, is not in effect, unless such judgment or order has
        been
        vacated, satisfied, dismissed, or bonded pending appeal or, in the case of
        a
        judgment or order the entire amount of which is covered by insurance (subject
        to
        applicable deductibles), is the subject of a binding agreement with the
        plaintiff and the insurer covering payment therefor;

      


      (g)                      there
        occurs, in the reasonable judgment of the Majority Lenders, any material
        and
        adverse change in the business, condition (financial or otherwise), operations,
        performance, properties or prospects of the Credit Parties, taken as a
        whole;

      


      (h)                      any
        provision of any Credit Document for any reason ceases to be valid and binding
        on or enforceable against, in any material respect, any Credit Party that
        is a
        party thereto, or such Credit Party so states in writing;

      


      (i)                      for
        any reason except to the extent permitted by the terms of the Security Agreement
        or the Stock Pledge Agreement, there ceases to be a valid and perfected
        first-priority security interest in favor of the Administrative Agent in
        any of
        the Collateral purported to be covered by either of such agreements;
        or

      


    


    
      
        
        

      

      
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    (j)                      any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934 (the “Exchange Act”))
      becomes, or obtains rights (whether
      by means of warrants, options or otherwise) to become, the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
      indirectly, of more than 35% of the outstanding common stock of FOC; the Board
      of Directors of FOC ceases to consist of a majority of Continuing Directors;
      FOC
      ceases to own and control, of record and beneficially, directly or indirectly,
      100% of each class of outstanding Capital Stock of the Borrower and each
      Guarantor, free and clear of all Liens; or a Specified Change of Control
      occurs;
      


      then,
        and
        in any such event, the Administrative Agent (i) shall at the request, or
        may
        with the consent, of the Majority Lenders, by notice to the Borrower, declare
        the obligation of each Lender to make Advances, and the obligation of the
        Administrative Agent to issue Letters of Credit, to be terminated, whereupon
        the
        same shall forthwith terminate, and (ii) shall at the request, or may with
        the
        consent, of the Majority Lenders, by notice to the Borrower, declare the
        Obligations, all interest thereon and all other amounts payable under this
        Agreement and the other Credit Documents to be forthwith due and payable,
        whereupon (A) the Obligations, all such interest and all such amounts shall
        become and be forthwith due and payable, without presentment, demand, protest
        or
        further notice of any kind, all of which are hereby expressly waived by the
        Borrower, and (B) to the extent any Letters of Credit are then outstanding,
        the
        Borrower will deposit with and pledge to the Administrative Agent cash
        collateral in the aggregate Letter of Credit Amount of such Letters of Credit;
        provided, however, that, in the event of an actual or deemed entry
        of an order for relief with respect to any Credit Party or any Subsidiary
        under
        the United States Bankruptcy Code, (1) the obligation of each Lender to make
        Advances and of the Administrative Agent to issue Letters of Credit shall
        be
        terminated automatically, and (2) the Advances, all such interest and all
        such
        amounts (including such cash collateral) shall automatically become and be
        due
        and payable, without presentment, demand, protest or any notice of any kind,
        all
        of which are hereby expressly waived by the Borrower.

      


      ARTICLE
        9.

      THE
        ADMINISTRATIVE AGENT

      


      Section
        9.1                                Authorization
        and Action

      .
        Each
        Lender hereby appoints and authorizes the Administrative Agent to take such
        action as agent on its behalf and to exercise such powers under this Agreement
        as are delegated to the Administrative Agent by the terms hereof, together
        with
        such powers as are reasonably incidental thereto. As to any matters not
        expressly provided for by the Credit Documents (including enforcement of
        and
        collection under the Credit Documents), the Administrative Agent shall not
        be
        required to exercise any discretion or take any action, but shall be required
        to
        act or refrain from acting (and shall be fully protected in so acting or
        refraining from acting) upon the instructions of the Majority Lenders, and
        such
        instructions shall be binding upon all Lenders and all holders of Notes;
        provided, however, that the Administrative Agent shall not be
        required to take any action that exposes the Administrative Agent to personal
        liability or that is contrary to the Credit Documents or applicable Governmental
        Rules. The Administrative Agent agrees to give each Lender prompt notice
        of each
        notice given to it by the Borrower pursuant to the terms of this
        Agreement.

    


    
      
        
        

      

      
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    Section
      9.2                                Administrative
      Agent’s Reliance, Etc.

     

    Neither
      the Administrative Agent nor any of its
      directors, officers, agents or employees shall be liable for any action taken
      or
      omitted to be taken by it or them under or in connection with the Credit
      Documents, except for its or their own gross negligence or willful misconduct.
      Without limitation of the generality of the foregoing, the Administrative Agent
      (a) may treat any Lender that has signed this Agreement, an Assignment and
      Assumption or a Joinder Agreement as the holder of the applicable portion of
      the
      Obligations; (b) may consult with legal counsel (including legal counsel for
      any
      Credit Party), independent public accountants and other experts selected by
      it
      and shall not be liable for any action taken or omitted to be taken in good
      faith by it in accordance with the advice of such legal counsel, accountants
      or
      experts; (c) makes no warranty or representation to any Lender and shall not
      be
      responsible to any Lender for any statements, warranties or representations
      made
      in or in connection with the Credit Documents; (d) shall not have any duty
      to
      ascertain or to inquire as to the performance or observance of any of the terms,
      covenants or conditions of any Credit Document on the part of any Credit Party
      or to inspect the property (including the books and records) of any Credit
      Party; (e) shall not be responsible to any Lender for the due execution,
      legality, validity, enforceability, genuineness, sufficiency or value of any
      Credit Document or any other instrument or document furnished pursuant thereto;
      and (f) shall incur no liability under or in respect of any Credit Document
      by
      acting upon any notice, consent, certificate or other instrument or writing
      (which may be by telecopier or otherwise) believed by it to be genuine and
      signed or sent by the proper party or parties.
      


      Section
        9.3                                UBOC
        and Affiliates

      .
        With
        respect to its Commitment, the Advances made by it, the Note issued to it
        and
        the Letters of Credit participated in by it, UBOC shall have the same rights
        and
        powers under this Agreement as any other Lender and may exercise the same
        as
        though it were not the Administrative Agent; and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated, include UBOC in its individual
        capacity (including in its capacity as Issuing Bank). UBOC and its Affiliates
        may accept deposits from, lend money to, act as trustee under indentures
        of, and
        generally engage in any kind of business with, any Credit Party, any Subsidiary
        and any Person that may do business with or own securities of any Credit
        Party
        or any Subsidiary, all as if UBOC were not the Administrative Agent and without
        any duty to account therefor to the Lenders.

      


      Section
        9.4                                Lender
        Credit Decision

      .
        Each
        Lender acknowledges that it has, independently and without reliance on the
        Administrative Agent or any other Lender and based on the financial statements
        referred to in Sections 5.5 and 6.4 and such other documents and information
        as
        it has deemed appropriate, made its own credit analysis and decision to enter
        into this Agreement. Each Lender also acknowledges that it will, independently
        and without reliance on the Administrative Agent or any other Lender and
        based
        on such documents and information as it deems appropriate at the time, continue
        to make its own credit decisions in taking or not taking action under this
        Agreement.

      


      Section
        9.5                                Indemnification

      .
        The
        Lenders agree to indemnify the Administrative Agent (to the extent not promptly
        reimbursed by the Borrower), ratably according to the respective principal
        amounts of the Obligations then held by each of them (or, if no Obligations
        are
        at the time outstanding or if any Obligations are then held by Persons that
        are
        not Lenders, ratably according to the respective amounts of their Commitments),
        from and against all 

    


    
      
        
        

      

      
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    liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses and disbursements of any kind or nature whatsoever that may be imposed
      on, incurred by or asserted against the Administrative Agent in any way relating
      to or arising out of any of the Credit Documents or any action taken or omitted
      by the Administrative Agent under any of the Credit Documents; provided,
however, that (a) no Lender shall be liable for any portion of such
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements resulting from the Administrative Agent’s gross
      negligence or willful misconduct and (b) SUCH INDEMNITY SHALL APPLY
      WHETHER OR NOT ANY SUCH LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION,
      JUDGMENT, SUIT, COST, EXPENSE OR DISBURSEMENT IS IN ANY WAY OR TO ANY EXTENT
      CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION (OTHER THAN ANY
      CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY KIND BY THE
      ADMINISTRATIVE AGENT. Without limitation of the foregoing, each Lender
      agrees to reimburse the Administrative Agent promptly upon demand for its
      ratable share of any costs and expenses payable by the Borrower under Section
      10.4, to the extent that the Administrative Agent is not promptly reimbursed
      for
      such costs and expenses by the Borrower.

    


    Section
      9.6                                Successor
      Administrative Agent

    .
      The
      Administrative Agent may resign at any time by giving written notice thereof
      to
      the Lenders, FOC and the Borrower and may be removed at any time with or without
      cause with the written approval of the Majority Lenders. Upon any such
      resignation or removal, the Majority Lenders shall have the right to appoint
      a
      successor Administrative Agent. If no successor Administrative Agent has been
      so
      appointed by the Majority Lenders, and has accepted such appointment, within
      30
      days after the retiring Administrative Agent’s giving of notice of resignation
      or the Majority Lenders’ removal of the retiring Administrative Agent, then the
      retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent, which shall be a commercial bank organized under the
      laws
      of the United States of America or of any state thereof and having a combined
      capital and surplus of at least $500,000,000. Upon the acceptance of any
      appointment as Administrative Agent hereunder by a successor Administrative
      Agent, such successor Administrative Agent shall thereupon succeed to and become
      vested with all of the rights, powers, privileges and duties of the retiring
      Administrative Agent, and the retiring Administrative Agent shall be discharged
      from its duties and obligations under the Credit Documents. After any retiring
      Administrative Agent’s resignation or removal hereunder as Administrative Agent,
      the provisions of this Article 9 shall inure to its benefit as to any actions
      taken or omitted to be taken by it while it was agent under this
      Agreement.

    


    Section
      9.7                                Administrative
      Agent as Collateral Holder.

    


    (a)           Except
      for action expressly required of the Administrative Agent hereunder or under
      any
      other Credit Document as holder of any Collateral, the Administrative Agent
      shall in all cases be fully justified in refusing to act hereunder and
      thereunder unless it is further indemnified to its satisfaction by the Lenders,
      proportionately in accordance with the Obligations
      then due and payable to each of them, against all liability and expense that
      may
      be incurred by the Administrative Agent by reason of taking or continuing to
      take any such action.


      

      
        
          
          

        

        
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      (b)                      Except
        as expressly provided herein or in any other Credit Document, the Administrative
        Agent shall have no duty to take any affirmative steps with respect to the
        collection of amounts payable in respect of the Collateral. The Administrative
        Agent shall incur no liability as a result of any private sale of the
        Collateral.

      


      (c)                      The
        Lenders hereby consent, and agree upon written request by the Administrative
        Agent to execute and deliver such instruments and other documents as the
        Administrative Agent may deem desirable to confirm such consent, to the release
        of the Liens on the Collateral, including any release in connection with
        any
        sale, transfer or other disposition of the Collateral or any part thereof,
        in
        accordance with the Credit Documents.

      


      (d)                      The
        Administrative Agent shall be deemed to have exercised reasonable care in
        the
        custody and preservation of the Collateral in its possession if the Collateral
        is accorded treatment substantially equal to that the Administrative Agent
        accords its own property, it being understood that neither the Administrative
        Agent nor any Lender shall have responsibility for (i) ascertaining or taking
        action with respect to calls, conversions, exchanges, maturities, tenders
        or
        other matters relative to any Collateral, whether or not the Administrative
        Agent or any Lender is deemed to have knowledge of such matters, or (ii)
        taking
        any necessary steps to preserve rights against any parties with respect to
        any
        Collateral.

      


      Section
        9.8                                No
        Other Duties, Etc

      .
        Notwithstanding anything in this Agreement to the contrary, no lead arranger,
        syndication agent or co-documentation agent listed on the cover page of this
        Agreement or in the recital of parties to this Agreement shall have any powers,
        duties, liabilities or responsibilities under this Agreement or any of the
        other
        Credit Documents, except in its capacity, as applicable, as the Administrative
        Agent, a Lender or the Issuing Bank hereunder and except that BNP Paribas,
        in
        its capacity as Syndication Agent, shall have the rights described in Section
        6.2 and in clause (viii) of the proviso contained in the definition of “Eligible
        Accounts” in Section 1.1.

      


      ARTICLE
        10.

      MISCELLANEOUS

      


      Section
        10.1                                Amendments,
        Etc

      .
        No
        amendment or waiver of any provision of this Agreement, or consent to any
        departure by the Borrower therefrom, shall be effective unless in writing
        and
        signed or consented to (in writing) by the Majority Lenders and, in the case
        of
        amendments, the Borrower, and then such waiver or consent shall be effective
        only in the specific instance and for the specific purpose for which given;
        provided, however, that no amendment, waiver or consent shall,
        unless in writing and signed or consented to (in writing) by all of the Lenders,
        do any of the following: (a) waive any of the conditions specified in Article
        4;
        (b) increase the Commitments of the Lenders or subject the Lenders to any
        additional obligations; (c) release any Collateral, except in accordance
        with
        the terms of the Credit Documents; (d) reduce the principal of, or interest
        on,
        the Advances or any fees or other amounts payable hereunder; (e) postpone
        any
        date fixed for (i) payment of principal of, or interest on, the Advances,
        (ii)
        reimbursement of drawings under Letters of Credit or (iii) payment of fees
        or
        other amounts payable hereunder; (f) change the percentage of the Commitments
        or
        of the Obligations outstanding, or the number of Lenders, required for the
        Lenders or any of them to 





    
      
        
        

      

      
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      take
        any
        action hereunder; or (g) amend this Section 10.1; furtherprovided,
however, that no amendment, waiver or consent shall, unless
        in writing
        and signed or consented to (in writing) by the Super-Majority Lenders, change
        the definition of “Borrowing Base” in Section 1.1; and
furtherprovided, however, that no amendment, waiver or
        consent shall, unless in writing and signed or consented to (in writing)
        by the
        Administrative Agent in addition to the Lenders required above to take such
        action, affect the rights or duties of the Administrative Agent under this
        Agreement or any other Credit Document. Delivery by telecopier or e-mail
        of an
        executed counterpart of a signature page to any amendment or waiver of, or
        consent to departure from, any provision of this Agreement shall be effective
        as
        delivery of an originally executed counterpart thereof.

      


      Section
        10.2                                Notices,
        Etc.

      


      


      (a)                      All
        notices and other communications provided for hereunder shall be in writing
        (including by telecopier) and shall be mailed, telecopied or delivered (i)
        if to
        FOC, to it at 10000 Memorial Drive, Suite 600, Houston, Texas 77024-3411,
        telecopier number 713-688-0616, Attention: Mr. Doug S. Aron, Vice President
–
Corporate Finance; (ii) if to the Borrower, to it at 4610 South Ulster Street,
        Suite 200, Denver, Colorado 80237, telecopier number 303-714-0154, Attention:
        Mr. Leo J. Hoonakker, Vice President and Treasurer; (iii) if to any Lender,
        to
        it at the address or telecopier number set forth in Schedule 7 or in the
        Assignment and Assumption or Joinder Agreement by which it became a party
        hereto; (iv) if to the Administrative Agent, to it at 500 North Akard, Suite
        4200, Dallas, Texas 75201, telecopier number 214-922-4209, Attention: Mr.
        Randall L. Osterberg, Senior Vice President (with a copy to 1980 Saturn Street,
        Mail Code 4-957-161, Monterey Park, California 91754, telecopier number
        323-720-2780, Attention: Commercial Loan and Agency Services); or (v) as
        to each
        party, to it at such other address or telecopier number as designated by
        such
        party in a written notice to the other parties. All such notices and
        communications shall be deemed received, (A) if personally delivered, upon
        delivery, (B) if sent by first-class mail, on the third Business Day following
        deposit into the mails and (C) if sent by telecopier, on the Business Day
        following such sending, except that notices and communications to the
        Administrative Agent pursuant to Article 2 or 9 shall not be effective until
        received by the Administrative Agent.

      


      (b)                      Notices
        and other communications to the Issuing Bank and the other Lenders hereunder
        may
        be delivered or furnished by electronic communication (including e-mail and
        Internet or intranet websites) pursuant to procedures approved by the
        Administrative Agent; provided, however, that the foregoing shall
        not apply to notices to the Issuing Bank or any other Lender pursuant to
        Article
        2 if the Issuing Bank or such Lender, as applicable, has notified the
        Administrative Agent that it is incapable of receiving notices under Article
        2
        by electronic communication. The Administrative Agent or the Borrower may, in
        its discretion, agree to accept notices and other communications to it hereunder
        by electronic communications pursuant to procedures approved by it;
provided, however, that approval of such procedures may be limited
        to particular notices or communications. Unless the Administrative Agent
        otherwise prescribes, (i) notices and other communications sent to an e-mail
        address shall be deemed received upon the sender’s receipt of an acknowledgement
        from the intended recipient (such as by the “return receipt requested” function,
        as available, return e-mail or other written acknowledgement) (provided,
however, that, if such notice or other communication is not sent
        during
        the normal




    
      
        
        

      

      
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            business
      hours of the
      recipient, then such notice or communication shall be deemed to have been sent
      at the opening of business on the next business day for the recipient), and
      (ii)
      notices or communications posted to an Internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its e-mail
      address as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.
      


      Section
        10.3                                No
        Waiver; Remedies

      .
        No
        failure on the part of any Lender or the Administrative Agent to exercise,
        and
        no delay in exercising, any right hereunder shall operate as a waiver thereof,
        and no single or partial exercise of any such right shall preclude any other
        or
        further exercise thereof or the exercise of any other right. The remedies
        provided herein are cumulative and not exclusive of any remedies provided
        by
        law.

      


      Section
        10.4                                Costs
        and Expenses

      .
        The
        Borrower agrees to pay on demand (a) all costs and expenses of the
        Administrative Agent in connection with the preparation, execution, delivery,
        administration, modification and amendment of this Agreement, the other Credit
        Documents and the other documents to be delivered hereunder, including (i)
        the
        reasonable fees and out-of-pocket expenses of legal counsel for the
        Administrative Agent with respect thereto and with respect to advising the
        Administrative Agent as to its rights and responsibilities, or the perfection,
        protection or reservation of its rights or interests, under this Agreement,
        the
        other Credit Documents and such other documents to be delivered hereunder,
        and
        (ii) the fees and expenses of any consultants, auditors or accountants engaged
        by the Administrative Agent pursuant hereto (including for Commercial Finance
        Audits (provided that the Borrower shall not be required to pay for more
        than
        three Commercial Finance Audits conducted during any single calendar year),
        Inventory Audits (provided that the Borrower shall not be required to pay
        for
        more than three Inventory Audits conducted during any single calendar year)
        and
        the reports referred in Section 6.4(e)), and (b) all costs and expenses of
        the
        Administrative Agent and the Lenders (including reasonable attorneys’ fees and
        expenses of the Administrative Agent and the Lenders) in connection with
        the
        enforcement (whether through negotiations, legal proceedings or otherwise)
        of
        this Agreement, the other Credit Documents and the other documents to be
        delivered hereunder, whether in any action, suit or litigation, any bankruptcy,
        insolvency or similar proceeding or otherwise.

      


      Section
        10.5                                Indemnification

      .
        The
        Borrower hereby agrees to indemnify and hold harmless the Administrative
        Agent,
        the Syndication Agent and each Lender and each of their respective officers,
        directors, employees, agents, advisors and Affiliates (each an
“Indemnified Person”) from and against all claims,
        damages, losses, liabilities, costs and expenses (including reasonable
        attorneys’ fees and expenses, whether or not such Indemnified Person is named as
        a party to any proceeding or is otherwise subjected to judicial or legal
        process
        arising from any such proceeding) that any of them may incur, or that may
        be
        claimed, asserted or awarded against any of them by any Person, in each case
        arising out of, related to or in connection with, or in connection with the
        preparation for a defense of any investigation, litigation or proceeding
        arising
        out of, related to or in connection with, any Credit Document, any Advance,
        any
        Letter of Credit, the consummation of any transaction contemplated by any
        of the
        foregoing, the transfer of or payment or failure to pay under any Letter
        of
        Credit or the use by the Borrower or the beneficiary of any Letter of Credit
        of
        the proceeds of any Advance or of any drawing under any



    
      
        
        

      

      
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     Letter
      of Credit, except to the extent that any such claim, damage, loss, liability,
      cost or expense is found in a final, nonappealable judgment by a court of
      competent jurisdiction to have resulted from such Indemnified Person’s gross
      negligence or willful misconduct. SUCH INDEMNITY SHALL APPLY WHETHER OR
      NOT ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS IN ANY WAY
      OR TO
      ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION (OTHER
      THAN ANY CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY KIND BY
      ANY
      INDEMNIFIED PERSON.

    


    Section
      10.6                                Right
      of Setoff

    .
      Upon
      (a) the occurrence and during the continuation of any Event of Default and
      (b)
      the making of the request or the granting of the consent specified by Section
      8.1 to authorize the Administrative Agent to declare the Obligations due and
      payable pursuant to the provisions of Section 8.1, each Lender is hereby
      authorized at any time and from time to time, to the fullest extent permitted
      by
      law, to set off and apply any or all deposits (general or special, time or
      demand, provisional or final) at any time held and other indebtedness at any
      time owing by such Lender to or for the credit or the account of the Borrower
      against any or all of the obligations of the Borrower now or hereafter existing
      under this Agreement and the other Credit Documents, irrespective of whether
      such Lender has made any demand under this Agreement or any such other Credit
      Document and although such obligations may be unmatured. Each Lender agrees
      to
      notify the Borrower promptly after any such setoff and application made by
      such
      Lender; provided, however, that the failure to give such notice
      shall not affect the validity of such setoff and application. The rights of
      each
      Lender under this section are in addition to other rights and remedies
      (including other rights of setoff) that such Lender may have.

    


    Section
      10.7                                Binding
      Effect

    .
      This
      Agreement shall be binding upon and inure to the benefit of the Borrower, the
      Administrative Agent and the Lenders and their respective successors and
      assigns, except that (a) the Borrower shall not have the right to assign any
      of
      its rights and obligations hereunder without the prior written consent of the
      Majority Lenders and (b) the Lenders shall have the right to assign their
      respective rights and obligations hereunder only in accordance with Section
      10.8.

    


    Section
      10.8                                Assignments,
      Joinders and Participations.

    


    (a)                      Each
      Lender may assign to one or more banks or other entities acceptable to the
      Administrative Agent, in the exercise of its reasonable discretion, all or
      a
      portion of its rights and obligations under this Agreement (including all or
      a
      portion of its Commitment, the Advances owing to it and its participations
      in
      outstanding Letters of Credit); provided, however, that (i) except
      in the case of an assignment to a Person that, immediately before such
      assignment, was a Lender, the amount of the Commitment of the assigning Lender
      being assigned pursuant to each such assignment (determined as of the date
      of
      the Assignment and Assumption with respect to such assignment) shall in no
      event
      be less than the lesser of (A) the entire Commitment of such Lender at such
      time
      and (B) $10,000,000 and (ii) the parties to each such assignment shall execute
      and deliver to the Administrative Agent, for its acceptance and recording in
      the
      Register, an Assignment and Assumption, together with a processing and recording
      fee of $3,500. Upon such execution, delivery, acceptance and recording, from
      and
      after the effective date specified in



     

    
      
        
        

      

      
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     the
      applicable Assignment and Assumption, which effective date shall be at least
      5
      Business Days after the date of delivery thereof to the Administrative Agent
      or,
      if so specified in such Assignment and Assumption, the date of acceptance
      thereof by the Administrative Agent, (i) the assignee thereunder shall be a
      party hereto and, to the extent that rights and obligations hereunder have
      been
      assigned to it pursuant to such Assignment and Assumption, shall have the rights
      and obligations of a Lender hereunder and (ii) the Lender assignor thereunder
      shall, to the extent that rights and obligations hereunder have been assigned
      by
      it pursuant to such Assignment and Assumption, relinquish its rights and be
      released from its obligations under this Agreement (and, in the case of an
      Assignment and Assumption covering all or the remaining portion of an assigning
      Lender’s rights and obligations under this Agreement, such Lender shall cease to
      be a party hereto, except that such Lender shall continue to be an “Indemnified
      Party” under Section 6.14(b) and an “Indemnified Person” under Section
      10.5).

    


    (b)                      By
      executing and delivering an Assignment and Assumption, the Lender assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Assumption, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statement, warranty
      or representation made in or in connection with this Agreement or the execution,
      legality, validity, enforceability, genuineness, sufficiency or value of this
      Agreement or any other instrument or document furnished pursuant hereto; (ii)
      such assigning Lender makes no representation or warranty and assumes no
      responsibility with respect to the financial condition of any Credit Party
      or
      any Subsidiary or the performance or observance by any Credit Party of any
      of
      its obligations under any Credit Document or any other instrument or document
      furnished pursuant hereto; (iii) such assignee confirms that it has received
      a
      copy of this Agreement, together with copies of the financial statements
      referred to in Sections 5.5 and 6.4 and such other documents and information
      as
      it has deemed appropriate to make its own credit analysis and decision to enter
      into such Assignment and Assumption; (iv) such assignee will, independently
      and
      without reliance upon the Administrative Agent, such assigning Lender or any
      other Lender and based on such documents and information as it may deem
      appropriate at the time, continue to make its own credit decisions in taking
      or
      not taking action under this Agreement; (v) such assignee appoints and
      authorizes the Administrative Agent to take such action as agent on its behalf
      and to exercise such powers under the Credit Documents as are delegated to
      the
      Administrative Agent by the terms thereof, together with such powers as are
      reasonably incidental thereto; and (vi) such assignee agrees that it will
      perform in accordance with their terms all of the obligations that by the terms
      of the Credit Documents are required to be performed by it as a
      Lender.

     

      (c)                      Any
      financial institution that is to become a party to this Agreement as a New
      Lender pursuant to Section 2.1(b) must be consented to by the Borrower and
      the
      Administrative Agent, in the exercise of its reasonable discretion, and must
      execute a Joinder Agreement, consented to by the Borrower and the Administrative
      Agent and delivered to the Administrative Agent for its recording in the
      Register, together with a processing and recording fee of $3,500;
provided, however, that (i) each New Lender must have a Commitment
      of at least $10,000,000 and (ii) no joinder of a New Lender to this Agreement
      may cause the maximum amount of the Maximum Aggregate Commitment to exceed
      $350,000,000. Upon such execution, consent, delivery and recording, from and
      after the effective date specified in the applicable 


     

    
      
        
          
          

        

        
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      Joinder
        Agreement, the New Lender thereunder shall be a party hereto and, to the
        extent
        provided in such Joinder Agreement, shall have the rights and obligations
        of a
        Lender hereunder. By executing and delivering a Joinder Agreement, the New
        Lender thereunder confirms to and agrees with the other parties hereto as
        specified in Sections 10.8(b)(iii) through (vi), as if it were an assignee
        (but
        without reference to an assignor). Upon the joinder of any New Lender to
        this
        Agreement pursuant to this Section 10.8(c), the Administrative Agent shall
        forward to the Borrower and each Lender an updated Schedule 1.

      


      (d)                      The
        Administrative Agent shall maintain at its address set forth in Section 10.2
        a
        copy of each Assignment and Assumption and Joinder Agreement delivered to
        and
        accepted or consented to by it and a register for the recordation of the
        names
        and addresses of the Lenders and the Commitment of, and the principal amount
        of
        Obligations owing to, each Lender from time to time (the
“Register”). The entries in the Register shall be
        conclusive and binding for all purposes, absent manifest error, and the
        Borrower, the Administrative Agent and the Lenders may treat each Person
        whose
        name is recorded in the Register as a Lender hereunder for all purposes of
        this
        Agreement. The Register shall be available for inspection by the Borrower
        or any
        Lender at any reasonable time and from time to time upon reasonable prior
        notice.

      


      (e)                      Upon
        its receipt of an Assignment and Assumption or a Joinder Agreement that has
        been
        properly executed and accepted or consented to, as applicable, as specified
        above, the Administrative Agent shall, if such Assignment and Assumption
        or
        Joinder Agreement has been properly completed and is in proper form, (i)
        accept
        such Assignment and Assumption or Joinder Agreement, (ii) record the information
        contained therein in the Register and (iii) give prompt notice thereof to
        the
        Borrower.

      


      (f)                      Each
        Lender may sell participations to one or more banks or other entities in
        or to
        all or a portion of its rights and obligations under this Agreement (including
        all or a portion of its Commitments, the Advances owing to it and its
        participations in outstanding Letters of Credit); provided,
however, that (i) such Lender’s obligations under this Agreement
        (including its Commitment) shall remain unchanged, (ii) such Lender shall
        remain
        solely responsible to the other parties hereto for the performance of such
        obligations, (iii) the Borrower, the Administrative Agent and the other Lenders
        shall continue to deal solely and directly with such Lender in connection
        with
        such Lender’s rights and obligations under this Agreement and (iv) no
        participant under any such participation shall have any right to approve
        any
        amendment or waiver of any provision of any Credit Document, or any consent
        to
        any departure by any Credit Party therefrom, except to the extent that such
        amendment, waiver or consent would reduce the principal of, or interest on,
        the
        Advances, the amount to be reimbursed in respect of any
        drawing under a Letter of Credit or any fees or other amounts payable hereunder,
        in each case to the extent subject to such participation, postpone any date
        fixed for any payment of principal of, or interest on, the Advances, the
        amount
        to be reimbursed in respect of any drawing under a Letter of Credit or any
        fees
        or other amounts payable hereunder, in each case to the extent subject to
        such
        participation, or release all or substantially all of the Collateral, except
        as
        provided in the Credit Documents.
        


        (g)           Any
          Lender or the Administrative Agent may, in connection with any assignment,
          joinder or participation or proposed assignment, joinder or participation
          pursuant to this Section 10.8, disclose to the assignee, New Lender or
          participant or proposed assignee, New Lender or participant any information
          relating to the Borrower that was furnished to such Lender or the Administrative
          Agent by or on behalf of the Borrower.

      

    

    
 

    
      
        
        

      

      
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    (h)                      Nothing
      herein shall prohibit any Lender from pledging or assigning any Advance or
      any
      Note to any Federal Reserve Bank in accordance with applicable Governmental
      Rules.

    


    Section
      10.9                                Disclosure

    .
      In
      addition to disclosure permitted pursuant to Section 10.8(g), the Administrative
      Agent and each Lender may disclose to any Person if, with or through such
      Person, the Administrative Agent or such Lender enters into (or proposes to
      enter into) any securitization, hedge or other such transaction relating to,
      or
      under which payments are to be made by reference to, this Agreement or any
      Credit Party, such information about any Credit Party or any of the Credit
      Documents as the Administrative Agent or such Lender reasonably deems to be
      necessary in connection with such transaction.

    


    Section
      10.10                                GOVERNING
      LAW

    .
      THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
      IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
      MADE AND PERFORMED IN THE STATE OF CALIFORNIA.

    


    Section
      10.11                                Limitation
      on Interest

    .
      The
      Lenders, the Administrative Agent and the Credit Parties intend to contract
      in
      strict compliance with applicable usury law from time to time in effect, and
      in
      furtherance thereof they stipulate and agree that none of the terms and
      provisions contained in the Credit Documents shall ever be construed to create
      a
      contract to pay, for the use, forbearance or detention of money, interest in
      excess of the maximum amount of interest permitted to be charged by applicable
      Governmental Rules in effect from time to time. No Credit Party or other Person
      hereafter becoming liable for payment of any Obligation shall ever be liable
      for
      unearned interest thereon or shall ever be required to pay interest thereon
      in
      excess of the maximum amount that may be lawfully charged under applicable
      Governmental Rules in effect from time to time, and the provisions of this
      section shall control over all other provisions of the Credit Documents that
      may
      be in conflict or apparent conflict herewith. The Lenders and the Administrative
      Agent expressly disavow any intention to charge or collect excessive unearned
      interest or finance charges in the event the maturity of any Obligation is
      accelerated. If (a) the maturity of any Obligation is accelerated for any
      reason, (b) any Obligation is prepaid and, as a result, any amounts held to
      constitute interest are determined to be in excess of the legal maximum or
      (c)
      any Lender or other holder of any or all of the Obligations otherwise collects
      moneys that are determined to constitute interest that would otherwise increase
      the interest on any or all of the Obligations to an amount in excess of that
      permitted to be charged by applicable Governmental Rules then in effect, then
      all sums determined to constitute interest in excess of such legal limit shall,
      without penalty, be promptly applied to reduce the then outstanding principal
      of
      the related Obligations or, at the affected Lender’s or holder’s option,
      promptly returned to the Borrower or the other payor thereof upon such
      determination. In determining whether or not the interest paid or payable under
      any specific circumstances exceeds the maximum amount permitted under applicable
      Governmental Rules, the Lenders, the Administrative Agent and the Credit Parties
      (and any other payors of such interest) shall, to the



    
      
        
        

      

      
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    greatest extent permitted under applicable Governmental
      Rules,
      (i) characterize any payment of an amount other than principal as an expense,
      fee or premium rather than as interest, (ii) exclude voluntary prepayments
      and
      the effects thereof and (iii) amortize, prorate, allocate and spread the total
      amount of interest throughout the entire contemplated term of the instruments
      evidencing the Obligations in accordance with the amounts outstanding from
      time
      to time thereunder and the maximum legal rate of interest from time to time
      in
      effect under applicable Governmental Rules in order to lawfully charge the
      maximum amount of interest permitted under applicable Governmental Rules.
      


      Section
        10.12                                Headings

      .
        The
        section and subsection headings used herein have been inserted for convenience
        of reference only and do not constitute matters to be considered in interpreting
        this Agreement.

      


      Section
        10.13                                Execution
        in Counterparts

      .
        This
        Agreement may be executed in any number of counterparts and by different
        parties
        hereto in separate counterparts, each of which when so executed shall be
        deemed
        to be an original and all of which taken together shall constitute one and
        the
        same agreement. Delivery by telecopier or e-mail of an executed counterpart
        of a
        signature page to this Agreement shall be effective as delivery of an originally
        executed counterpart of this Agreement.

      


      Section
        10.14                                USA
        PATRIOT Act Notice

      .
        Each
        Lender subject to Title III of the Uniting and Strengthening America by
        Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
        Act of
        2001 (Public Law 107-56) (the “Patriot Act”) hereby
        notifies the Borrower that, pursuant to the requirements of the Patriot Act,
        such Lender is required to obtain, verify and record information that identifies
        the Borrower, which information includes the name and address of the Borrower
        and other information that will allow such Lender to identify the Borrower
        in
        accordance with the Patriot Act.

      


      Section
        10.15                                Amendment
        and Restatement

      .

      


      (a)                      This
        Agreement is an amendment and restatement of the Old Credit Agreement. On
        and
        after the Closing Date, any reference in any other Credit Document to “the Credit
        Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring
        to the Old Credit Agreement shall mean and be a reference to this
        Agreement.
        


        (b)                      The
          Four Party Lockbox Agreement referred to in the definition of “Credit Documents”
shall remain in full force and effect and is hereby ratified and
          confirmed.

        


        (c)                      The
          execution, delivery and effectiveness of this Agreement shall not operate
          as a
          waiver of any right, power or remedy of the Administrative Agent or any
          Lender
          under any of the Credit Documents or constitute a waiver of any provision
          of any
          of the Credit Documents.

        


        Section
          10.16                                WAIVER
          OF JURY TRIAL

        .
          TO THE EXTENT PERMITTED BY LAW, EACH OF THE BORROWER, THE LENDERS AND THE
          ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
          IN ANY
          ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT
          OR
          OTHERWISE, RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS,
          ANY
          NEGOTIATIONS OR COMMUNICATIONS RELATING TO THIS AGREEMENT OR ANY OF THE
          OTHER
          CREDIT DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR
          THEREBY.

      

    

    
 

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    


    
      Section
        10.17                                Judicial
        Reference

      .

      


      (a)                      If
        the waiver of jury trial set forth in Section 10.16 is not enforceable under
        Applicable State Law or otherwise, then the Borrower, the Lenders and the
        Administrative Agent (the “Parties”) hereby agree that
        all Claims, including any and all questions of law or fact relating thereto,
        shall, at the written request of any Party, be determined by Reference as
        provided below.

      


      (i)           The
        opposing Parties shall select a single neutral referee, who shall be a retired
        state or federal judge. In the event that the opposing Parties cannot agree
        upon
        a referee, the referee shall be appointed by a court of competent
        jurisdiction.

      


      (ii)           Except
        as otherwise provided in this Section 10.17, the Reference shall be conducted
        pursuant to Applicable State Law. The referee shall determine all issues
        relating to the applicability, interpretation, legality and enforceability
        of
        this Section 10.17. The referee shall report a statement of decision to the
        appropriate court.

      


      (iii)           No
        provision of this Section 10.17 shall limit the right of any Party to (i)
        exercise self-help remedies, including setoff, (ii) foreclose against or
        sell
        any Collateral, by power of sale or otherwise, or (iii) obtain or oppose
        provisional or ancillary remedies from a court of competent jurisdiction
        before,
        after or during the pendency of the Reference. The exercise of, or opposition
        to, any such remedy does not waive the right of any Party to a Reference
        pursuant to this Section 10.17.

       

      
                        (iv)           The
          Parties hereby acknowledge that, if a referee is selected or appointed
          to
          determine any Claims, then such Claims will not be decided by a
          jury.


        (b)                      In
          the event that punitive damages are permitted under Applicable State Law,
          the
          amount thereof shall not exceed three times the amount of actual
          damages.

        


        (c)                      In
          the event that any provision of this Section 10.17 is found to be illegal
          or
          unenforceable, the remainder of this Section 10.17 shall remain in full
          force
          and effect.

      

       
 


      
        
          
          

        

        
          -72-

          
            

          

        

        
          
          

        

      


      (d)                      In
        the event that multiple Claims are asserted, some of which are not subject
        to
        this Section 10.17, the Parties agree to stay the proceedings of the Claims
        not
        subject to this Section 10.17 until all other Claims are resolved in accordance
        with this Section 10.17. In the event that Claims are asserted against multiple
        parties, some of which are not subject to this Section 10.17, the Parties
        agree
        to sever the Claims subject to this Section 10.17 and to resolve them in
        accordance with this Section 10.17. In the event of any challenge to the
        legality or enforceability of this Section 10.17, the prevailing Party or
        Parties shall be entitled to recover the costs and expenses, including
        reasonable attorneys’ fees, incurred thereby in connection therewith. Applicable
        State Law shall govern the interpretation of this Section 10.17. This Section
        10.17 fully states the terms and conditions of the Parties’ agreement regarding
        the matters mentioned in, or incidental to, this Section 10.17. This Section
        10.17 supersedes all oral negotiations and prior writings concerning the
        subject
        matter hereof.

      


      (e)                      As
        used in this Section 10.17, the terms set forth below shall have the respective
        meanings specified below.

      


      (i)           “Applicable
        State Law” means the law of the State of California;
provided, however, that, if any Party seeks to (A) exercise
        self-help remedies, including setoff, (B) foreclose against or sell any
        Collateral, by power of sale or otherwise, or (C) obtain or oppose provisional
        or ancillary remedies from a court of competent jurisdiction before, after
        or
        during the pendency of a Reference, then the law of the appropriate state
        for
        exercise of or opposition to the foregoing remedies shall govern the
        same.

      


      (ii)           “Claim”
        shall mean any claim, cause of action, action, dispute or controversy between
        or
        among the Parties, whether sounding in contract, tort or otherwise, that
        arises
        out of or relates to (A) any of the Credit Documents, (B) any negotiations
        or
        communications relating to any of the Credit Documents, whether or not
        incorporated into the Credit Documents or any indebtedness evidenced thereby,
        or
        (C) any alleged agreements, promises, representations or transactions in
        connection with any of the foregoing.

      


      (iii)           “Reference”
        shall mean a judicial reference conducted pursuant to this Section 10.17
        and in
        accordance with Applicable State Law, as in effect at the time the referee
        is
        selected or appointed pursuant to Section 10.17(a).

       

       

      

        [The
          remainder of this page has been left blank intentionally.]

        


         

      

    

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    



    The
      parties hereto have caused this Agreement to be executed by their respective
      duly authorized representatives as of the date first written above.

    


    


    FRONTIER
      OIL AND REFINING COMPANY

    


    


    By:          /s/ Leo
      J.
      Hoonakker                                           

    Leo
      J.
      Hoonakker

    Vice
      President and Treasurer

    


    


    


    FRONTIER
      OIL CORPORATION

    


    


    By:           /s/ Michael
      C.
      Jennings                                         

    Michael
      C. Jennings

    Executive
      Vice President –

       Chief
      Financial
      Officer

    


    


    


    UNION
      BANK OF CALIFORNIA, N.A., as

    Administrative
      Agent and Lender

    


    


    By:         /s/ Randall
      L.
      Osterberg                                            

    Randall
      L. Osterberg

    Senior
      Vice President

    


    


    


    BNP
      PARIBAS, as Syndication Agent

    and
      Lender

    


    


    By:       /s/
      Douglas R.
      Liftman                                                

    Name:  Douglas
      R.
      Liftman                                                              

    Title:    Managing
      Director                                                           

    


    


    By:       /s/
      Polly
      Schott                                               

    Name:  Polly
      Schott                                                              

    Title:    Vice
      President                                                            


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    


    


    TORONTO
      DOMINION (TEXAS) LLC

    


    


    By:        /s/
      Masood
      Fikree                                                                                                           

    Name:   Masood
      Fikree                                                             

    Title:     Authorized
      Signatory                                                           

    


    


    


    WELLS
      FARGO BANK, N.A.

    


    


    By:         /s/
      Tim
      Green                                             

    Name:    Tim
      Green                                                            

    Title:      Assistant
      Vice
      President                                                         

    


    


    


    BANK
      OF
      SCOTLAND

    


    


    By:         /s/
      Joseph
      Fratus                                              

    Name:    Joseph
      Fratus                                                            

    Title:      First
      Vice
      President                                                          

    


    


    


    U.S.
      BANK
      NATIONAL ASSOCIATION

    


    


    By:        /s/
      Monte E.
      Deckerd                                              

    Name:   Monte
      E.
      Deckerd                                                             

    Title:     Vice
      President                                                           

    


    


    


    THE
      FROST
      NATIONAL BANK

    


    


    By:         /s/
      Thomas H
      Dungan                                             

    Name:   Thomas
      H
      Dungan                                                             

    Title:     Sr.
      Vice
      President                                                          

    



    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    


    CAPITAL
      ONE, NATIONAL ASSOCIATION

    


    


    By:        /s/
      Stan G. Weiser
      Jr.                                               

    Name:  
      Stan G. Weiser
      Jr.                                                              

    Title:     Vice
      President                                                           

    


    



    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    


    


    COMMITMENTS

    


    


    


    
      	
               

              Lender

               

            	
              Commitment

            
	
               

              Union
                Bank of California, N.A.

               

            	
              $37,000,000

            
	
               

              BNP
                Paribas

               

            	
              $36,000,000

            
	
               

              Toronto
                Dominion (Texas) LLC

               

            	
              $30,000,000

            
	
               

              Wells
                Fargo Bank, N.A.

               

            	
              $30,000,000

            
	
               

              Bank
                of Scotland

               

            	
              $30,000,000

            
	
               

              U.S.
                Bank National Association

               

            	
              $27,000,000

            
	
               

              The
                Frost National Bank

               

            	
              $20,000,000

            
	
               

              Capital
                One, National Association

               

            	
              $15,000,000

            
	
               

              Total

            	
               

              $225,000,000

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    


    LETTER
      OF CREDIT BANKS FOR ELIGIBLE ACCOUNTS

    


    
 

    
 

    Maximum
      Ag-

    gregate
      Face

    Amount
      of

    Bank                                                                           
          Letters of Credit

    


    


    Union
      Bank of California,
      N.A.                                               
          unlimited

    


    The
      Bank
      of Tokyo-Mitsubishi UFJ,
      Ltd.                             
          unlimited

    


    BNP
      Paribas                                                                            
       
     unlimited

    


    any
      bank
      domiciled in the United

    States
      with a credit rating of at least:

    


    1.      AA-
      or
      Aa3                                                    
          $10,000,000

    2.      A                                                                    
               
    $5,000,000

    3.      BBB
      or
      Baa                                                    
       
     $5,000,000

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    


    APPROVED
      ACCOUNT DEBTORS

    


    


    


    Amerada
      Hess Corporation

    Ashland
      Oil Inc.*

    Ashland
      Petroleum Company*

    Bear
      Stearns & Co., Inc.

    Burlington
      Northern Railroad Company*

    Chevron
      USA, Inc.*

    Citgo
      Petroleum Corporation*

    Diamond
      Shamrock, Inc.*

    Equilon
      Enterprises LLC

    Equiva
      Trading Company

    Exxon
      Supply Company*

    Koch
      Oil
      Company*

    Marathon
      Petroleum Co., Inc.*

    Morgan
      Stanley Group, Inc.*

    Murphy
      Oil USA Inc.*

    Shell
      Oil
      Company*

    Union
      Pacific Railroad*

    Unocal
      Corporation

    


    


    Unless
      marked by an asterisk, each entity listed above shall be an approved account
      debtor only (1) if such entity is not a subsidiary of any other entity or (2)
      in
      any case in which such entity is a subsidiary of some other entity, if such
      subsidiary’s obligations to Frontier Oil and Refining Company are fully
      guaranteed by such subsidiary’s ultimate parent company.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4

    


    


    METHODS
      OF CALCULATION OF FAIR-MARKET VALUE OF INVENTORY

    


    


    


    In
      determining market value of Inventory, the actual Eligible Inventory volumes
      shall be multiplied by the prices determined below for each category of
      Inventory of the Borrower that is to be, is being or has been processed through
      the Cheyenne Refinery and the El Dorado Refinery, respectively. Each price
      derived from the independent sources described below shall be the price for
      the
      relevant Inventory type published on the effective date, or published most
      recently before the effective date, of the Borrowing Base Certificate
      concerned.

     

    A.
      Cheyenne Refinery

     

    
      	
              Inventory
                Type

            	 Method
              of Determining Price
	 	 
	
              Sweet
                Wyoming Crude

            	
              Average
                of posted prices of Shell Oil Products US and ConocoPhillips, less
                gravity
                adjustment (“ATCPPLGA”), for 40-degree Sweet
                Wyoming Crude, plus $2.20/ barrel

            
	 	 
	
              General
                Wyoming Sour Crude

            	
              ATCPPLGA
                for 24-degree General Wyoming Sour Crude, plus $3.30/
                barrel

            
	 	 
	
              Wyoming
                Asphaltic Sour Crude

            	
              ATCPPLGA
                for 21-degree Wyoming Asphaltic Sour Crude, plus $2.00/
                barrel.

            
	 	 
	
              Canadian
                Sour Crude

            	
              New
                York Mercantile Exchange near month contract closing price for West
                Texas
                Intermediate Crude, less gravity adjustment if provided for in crude
                purchase contract terms (“NYMEXWTILGA”), minus
                $1.20/ barrel

            
	 	 
	
              Bow
                River Sour Crude

            	
              NYMEXWTILGA,
                minus $1.60/barrel

            
	 	 
	
              Mixed
                Monty Sour

            	
              ATCPPLGA
                for Sweet Wyoming Crude

            
	 	 
	
              Finished
                Gasoline

            	
              70%
                times Denver OPIS Low*,

                 less
                $.014/gal.

              +30%
                times Cheyenne OPIS Low*,

                 less
                $.01/gal.

            


    

    

      

    

      
      *  As
        the price
        applies to each grade of gasoline (Unleaded Regular, Unleaded Mid-Grade,
        Unleaded Premium and Leaded Regular) or diesel (#1 Diesel (0.05% sulfur),
        #1
        Diesel (0.5% sulfur), #2 Diesel (0.05% sulfur) and #2 Diesel (0.5%
        sulfur)).

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    
      	
              Diesel

            	
              60%
                times Denver OPIS Low*,

                less
                $.015/gal.

              +40%
                times Cheyenne OPIS Low*,

                less
                $.01/gal.

            
	 	 
	
              Asphalt

            	
              For
                volumes of Asphalt that have been committed for sale under a binding
                sales
                contract, the contract price (converted to a price per barrel by
                dividing
                the contract short-ton price by 5.6); for all other Asphalt volumes,
                the
                average of the high and low Asphalt Cement dollars/ton price (divided
                by
                5.6 to convert the short-ton price to a price per barrel), as established
                in the category ASPHALT SELLING PRICES Area Barge for
                MID-CONTINENT/MIDWEST in Asphalt Weekly Monitor, published by Poten
&
                Partners (or, in the absence of this source of pricing information,
                such
                price as determined by the Administrative Agent).

            
	 	 
	
              Gas
                Oil

            	
              70%
                times the Unleaded Regular Gasoline Net Price

              +30%
                times the #2 Diesel net price,

                     less
                $.10/gal.

            
	 	 
	
              Sulfur

            	
              Borrower’s
                net-back price, based on Borrower’s most recent sale to an independent
                third party.

            
	 	 
	
              Coke

            	
              $0.00/ton

            
	 	 
	
              Propane

            	
              Conway,
                Kansas OPIS wholesale Propane price, plus $.05/gal.

            
	 	 
	
              Normal
                Butane

            	
              Same
                methodology as Propane, except use Butane price

            
	 	 
	
              Field
                Butane

            	
              Same
                as Normal Butane price

            
	 	 
	
              Isobutane

            	
              Same
                methodology as Propane, except use Isobutane price

            
	 	 
	
              Olefins

            	
              Same
                net price as used for Premium Unleaded Gasoline, less
                $.156/gal.

            
	 	 
	
              Light
                Straight Run

            	
              Same
                as net price used for Unleaded Regular Gasoline

            
	 	 
	
              Reformate

            	
              Same
                as net price used for Unleaded Regular Gasoline

            
	 	 
	
              Cat
                Gas

            	
              Same
                as net price used for Unleaded Regular Gasoline

            
	 	 
	
              Alkylate

            	
              Same
                as net price used for Premium Unleaded Gasoline

            
	 	 
	
              Naphtha
                and Raffinate

            	
              Same
                as net price used for Unleaded Regular Gasoline, less
                $.04/gal.

            
	 	 
	
              Ethanol

            	
              Most
                recent price the Borrower paid to an independent third party for
                Ethanol

            
	 	 
	
              Natural
                Gasoline

            	
              Conway,
                Kansas OPIS wholesale price of Natural Gasoline, plus
                $.05/gal.

            
	 	 
	
              Raw
                Distillate Oil

            	
              If
                the Borrower is selling #2 Diesel (0.5% sulfur), then the net price
                for #2
                Diesel (0.5% sulfur), less $.02/gal.; if the Borrower is selling
                #2 Diesel
                (0.05% sulfur), then the net price for #2 Diesel (0.05% sulfur),
                less
                $.02/gal.

            
	 	 
	
              Coker
                Distillate Oil

            	
              Same
                as Raw Distillate Oil net price

            
	 	 
	
              Heavy
                Fuel

            	
              Same
                as Wyoming Sour Crude Oil net price times 60%

            
	 	 
	
              Slurry

            	
              Platt’s
                Gulf Coast Resid, less $6.00/barrel

            
	 	 
	
              Vac
                Bottoms

            	
              Same
                average net price as used for Asphalt

            
	 	 
	
              HP
                Vac Bottoms

            	
              Same
                average net price as used for Asphalt

            
	 	 
	
              Unfinished
                Gasoline

            	
              Same
                price as Unleaded Regular Gasoline, less
                $.025/gal.

            


    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    B.
El
      Dorado Refinery

     

    
      
        	
                Kansas
                  Sweet

              	
                Koch
                  West Texas Intermediate (“WTI”) Cushing posting
                  for calendar month, plus Platt’s P+ quote for trade month, less
                  $0.30/barrel

              
	 	 
	
                WTI

              	
                Koch
                  WTI Cushing posting for calendar month, plus Platt’s P+ quote for trade
                  month, plus Platt’s WTI Cushing/WTI Midland differential for trade month,
                  plus $0.78/barrel pumpover/transportation

              
	 	 
	
                Scurry
                  WTI

              	
                Koch
                  WTI Cushing posting for calendar month, plus Platt’s P+ quote for trade
                  month, plus Platt’s WTI Cushing/WTI Midland differential for trade month,
                  plus $0.51/barrel quality premium, plus $0.73/barrel pumpover/transporta-
                  tion

              
	 	 
	
                West
                  TX-NM Sour (“WTS”)

              	
                Koch
                  WTI Cushing posting for calendar month, plus Platt’s P+ quote for trade
                  month, plus Platt’s WTI/WTS differential for trade month, plus
                  $0.78/barrel pumpover/transportation

              
	 	 
	
                Foreign
                  Crudes

              	
                Actual
                  acquisition cost plus transportation and other direct costs, but
                  not more
                  than WTI

              
	 	 
	
                Natural
                  Gasoline

              	
                Conway
                  Spot Natural Gasoline (mean) + $0.36/barrel
                  (transportation)

              
	 	 
	
                Natural
                  Gasoline at Conway

              	
                Conway
                  Spot Natural Gasoline (mean)

              
	 	 
	
                Butanes

              	
                Conway
                  Spot Normal Butane (mean) + $0.36/barrel
                  (transportation)

              
	 	 
	
                Butanes
                  at Conway

              	
                Conway
                  Spot Normal Butane (mean)

              
	 	 
	
                Isobutane

              	
                Conway
                  Spot Isobutane (mean) + $0.36/barrel (transportation)

              
	 	 
	
                Isobutane
                  at Conway

              	
                Conway
                  Spot Isobutane (mean)

              
	 	 
	
                Aviation
                  Gasoline (unleaded)

              	
                Group
                  III Unleaded Regular Gasoline (“ULR”) (mean) +
                  $0.32/gal. – $0.05/gal. (cost of lead)

              
	 	 
	
                Aviation
                  Gasoline

              	
                Group
                  III ULR (mean) + $0.32/gal.

              
	 	 
	
                Unleaded
                  Regular Gasoline

              	
                Group
                  III ULR (mean) + $0.0032/gal.

              
	 	 
	
                Unleaded
                  Regular Gasoline

              	 
	
                  (7.2/8.5
                  RVP)

              	
                Group
                  III ULR (mean) + $0.0193/gal.

              
	 	 
	
                Unleaded
                  Premium Gasoline

              	 
	
                (“ULP”)

              	
                Group
                  III ULP (mean) + $0.0032/gal.

              
	 	 
	
                Unleaded
                  Premium Gasoline

              	 
	
                  (7.2/8.5
                  RVP)

              	
                Group
                  III ULP (mean) + $0.0193/gal.

              
	 	 
	
                Unleaded
                  Regular Gasoline 85

              	 
	
                  (R+M)/2

              	
                Group
                  III ULR (mean) + $0.0032/gal. – 0.25 x [(Group III ULP (low) – Group III
                  ULR (low)]

              
	 	 
	
                Unleaded
                  Regular Gasoline 83

              	 
	
                  (R+M)/2

              	
                Group
                  III ULR (mean) + $0.0032/gal. – 0.45 x [(Group III ULP (low) – Group III
                  ULR (low)]

              
	 	 
	
                Finished
                  Gasoline Blendstocks

              	 
	
                   (Excluding
                  Alkylate)

              	
                Group
                  III ULR (mean) + $0.0032/gal.

              
	 	 
	
                Alkylate

              	
                Group
                  III ULP (mean) + $0.0032/gal.

              
	 	 
	
                High
                  Sulfur Diesel

              	
                Group
                  III High Sulfur Diesel (mean) + $0.0015/gal.

              
	 	 
	
                Aviation
                  Jet Fuel

              	
                Group
                  III Aviation Jet Fuel (low) + $0.0035/gal.

              
	 	 
	
                Low
                  Sulfur Diesel 1

              	
                Group
                  III Aviation Jet Fuel (low) +$0.04/gal.

              
	 	 
	
                Low
                  Sulfur Diesel 2

              	
                Group
                  III Low Sulfur Diesel (mean) + $0.0015/gal.

              
	 	 
	
                Finished
                  Diesel Blendstocks

              	
                Group
                  III Low Sulfur Diesel (mean) + $0.0015/gal.

              
	 	 
	
                DC
                  Charge

              	 
	
                     -
                  Sales Tank

              	
                Average
                  netback during 30-day period prior to sale

              
	
                     -
                  Charge Tank

              	
                [0.70
                  x Group III ULR (mean) + 0.30 x Group III LSDSL (mean)] x
                  0.75

              
	 	 
	
                Slurry

              	
                Platt’s
                  Gulf Coast Resid, less $6.00/barrel

              
	 	 
	
                Petroleum
                  Coke

              	
                $5.00/ton

              
	 	 
	
                Butylenes

              	
                Group
                  III ULR (mean) x 0.925

              
	 	 
	
                Propylenes

              	
                Group
                  III ULR (mean) x 0.35

              
	 	 
	
                Propane

              	
                Conway
                  Spot Propane (mean)

              
	 	 
	
                FC
                  Gas Oil

              	
                70%
                  Group III ULR (mean) + 30% Group III HSDSL (mean) –
                  $0.07/gal.

              
	 	 
	
                Recovered
                  Oil

              	
                Determine
                  H/C & water volume. Value H/C @ WTI & water volume @
                  zero.

              
	 	 
	
                ARU
                  Charge

              	
                Group
                  III ULR (mean) x 0.97

              
	 	 
	
                Raw
                  Distillate Oil

              	
                Group
                  III Low Sulfur Diesel (mean), less $0.01/gal.

              
	 	 
	
                Sulfur

              	
                Average
                  netback during 30-day period prior to sale

              
	 	 
	
                Toluene

              	
                Actual
                  netback during 30-day period prior to sale normalized for the Plaza
                  Group
                  adjustments

              
	 	 
	
                Benzene

              	
                Group
                  III ULR (mean) x 1.27

              
	 	 
	
                Cumene

              	
                Group
                  III ULR (mean) x 1.41

              
	 	 
	
                Acetone

              	
                Actual
                  netback for month prior to sale normalized for the Plaza Group
                  adjustments

              
	 	 
	
                AMS

              	
                Actual
                  netback for month prior to sale normalized for the Plaza Group
                  adjustments

              
	 	 
	
                Acetone/Phenol
                  Residue

              	
                Group
                  III ULR (mean)

              
	 	 


      



    As
      used
      in this Schedule, “net price” means the reference price less the specified
      adjustment amount.

    


    The
      Administrative Agent reserves the right to adjust any of the above methodologies
      for determining market value if any of the sources of price information is
      no
      longer available or if the price derived from any of the above methodologies
      is
      no longer representative of market prices.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

    


    


    SUBSIDIARIES

    


    


    


    
      	
              Subsidiary

            	
              Owner

            	
              Ownership

              Percentage

               

               

            
	
              Frontier
                Holdings Inc., a Delaware

              corporation
                (“FHI”)

            	
              Frontier
                Oil Corporation, a

              Wyoming
                corporation (“FOC”)

               

            	
              100%

               

            
	
              Frontier
                Refining & Marketing Inc., a

              Delaware
                corporation (“FRMI”)

               

            	
              FHI

            	
              100%

               

            
	
              Frontier
                Oil and Refining Company, a

              Delaware
                corporation (“FORC”)

               

            	
              FRMI

            	
              100%

               

            
	
              Frontier
                Refining Inc., a Delaware

              corporation

               

            	
              FRMI

            	
              100%

               

            
	
              Frontier
                El Dorado Refining Company, a

              Delaware
                corporation

               

            	
              FRMI

            	
              100%

               

            
	
              Frontier
                Pipeline Inc., a Delaware

              corporation

               

            	
              FRMI

            	
              100%

               

            
	
              Ethanol
                Management Company, a

              Colorado
                corporation

               

            	
              FORC

            	
              100%

            
	
              Wainoco
                Resources, Inc., a Delaware

              corporation
                (“WRI”)

               

            	
              FOC

            	
              100%

               

            
	
              Wainoco
                Oil & Gas Company, a

              Delaware
                corporation

               

            	
              WRI

            	
              100%

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6

    


    


    ACCEPTABLE
      COMMODITIES BROKERS

    


    


    


    1.           Salomon
      Smith Barney Inc.

    Galleria
      Financial Center

    5051
      Westheimer, Suite 2100

    Houston,
      Texas 77056

    


    2.           Citibank,
      N.A.

    390
      Greenwich Street, 5th Floor

    New
      York, New York 10013

    


    3.           Shell
      Oil Products US

    P.O.
      Box
      201906

    Houston,
      Texas 77216-1906

    


    4.           Hornsby
      & Company, Inc.

    3401
      Louisiana, Suite 425

    Houston,
      Texas 77002

    


    5.           UBS
      AG

    677
      Washington Boulevard

    Stamford,
      CT 06901

    


    6.           any
      Lender party to the Third Amended and Restated Revolving Credit
      Agreement

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      7

    


    


    LENDERS’
      ADDRESSES FOR NOTICE

    


    


    


    
      	
              Lender

            	
              Address

               

            
	
              Union
                Bank of California, N.A.

            	
              Credit

               

              500
                North Akard, Suite 4200

              Dallas,
                TX 75201

              Attention:                                Randall
                L. Osterberg

              Telephone:                               214-922-4205

              Telecopier:                               214-922-4209

              E-mail:                           
                        
                  randall.osterberg@uboc.com

               

              Operations

               

              1980
                Saturn Street, Mail Code 4-957-161

              Monterey
                Park, CA 91754

              Attention:                                Martha
                Arreaga, Commercial

                               
                Loan & Agency Services

              Telephone:                               323-720-2578

              Telecopier:                               323-720-2780

              E-mail:                                
                      martha.arreaga@uboc.com

               

            


    

    


    
      	
              BNP
                Paribas

            	
              Credit

               

              1200
                Smith, Suite 3100

              Houston,
                TX 77002

              Attention:                                Doug
                Liftman

              Telephone:                               713-982-1100

              Telecopier:                               713-659-6915

              E-mail:                            
                         doug.liftman

                              
                @americas.bnpparibas.com

               

              Operations

               

              919
                3rd
                Avenue, 3rd
                Floor

              New
                York, NY 10022

              Attention:                                Bill
                Greten / Connie French

                               
                (letters of credit)

                               
                Peter Medina / Naomi Lehrer

                                (loans)

              Telephone:                              212-471-6907
                (BG) / 6965 (CF)

                         
                      212-471-6457 (PM / NL)

              Telecopier:                              212-471-6996
                (BG / CF)

                                                       
                        212-841-2683 (PM /
                NL)

               

            


    

    


    
      	
              Toronto
                Dominion (Texas) LLC

            	
              Credit

               

              909
                Fannin Street, Suite 1700

              Houston,
                TX 77010

              Attention:                                Martin
                Snyder

              Telephone:                              713-653-8211

              Telecopier:                              713-951-9921

              E-mail:                           
                          martin.snyder

                              
                @tdsecurities.com

               

              Operations

               

              Royal
                Trust Tower, 18th
                Floor

              77
                King Street West

              Toronto,
                Ontario M5K 1A2

              Attention:                                Kevin
                Unvalla

              Telephone:                              416-307-0528

              Telecopier:                              416-983-1708

              E-mail:                                     
                kevin.unvalla@tdsecurities.com

               

            


    

    


    
      	
              Wells
                Fargo Bank, N.A.

            	
              Credit

               

              1700
                Lincoln Street, 6th
                Floor

              MAC
                C7300-061

              Denver,
                CO 80203

              Attention:                                Art
                Krasny / Tim Green

              Telephone:                               303-863-5652
                / 303-863-6765

              Telecopier:                               303-863-5196

              E-mail:                             
                         krasny@wellsfargo.com
                /tim.green@wellsfargo.com

               

              Operations

               

              1740
                Broadway, M/C C7300-034

              Denver,
                CO 80202

              Attention:                                Sandy
                Mailloux / Brett Eubank

              Telephone:                              303-863-5769
                / 5941

              Telecopier:                              303-863-2729

               

            


    

    


    
      	
              Bank
                of Scotland

            	
              Credit

               

              One
                City Centre

              1021
                Main Street, Suite 1370

              Houston,
                TX 77002

              Attention:                                Byron
                Cooley / Joseph Fratus

              Telephone:                              713-650-0036
                / 212-450-0837

              Telecopier:                              713-651-9714
                / 212- 557-9460

              E-mail:                         
                            byroncooley@bankofscotlandusa.com

                               
                josephfratus@bankofscotlandusa.com

               

              Operations

               

              565
                Fifth Avenue

              New
                York, NY 10017

              Attention:                                Shirley
                Vargas

              Telephone:                              212-450-0875

              Telecopier:                              212-687-4412

               

            


    

    


    
      	
              U.S.
                Bank National Association

            	
              Credit

               

              918
                17th
                Street, CNBB0300

              Denver,
                CO 80202

              Attention:                                Monte
                Deckerd /

                               
                Heather Han

              Telephone:                              303-585-4212

              Telecopier:                              303-585-4362

              E-mail:                             
                        monte.deckerd@usbank.com

                              
                heather.han@usbank.com

               

              Operations

               

              555
                SW Oak Street, M/C PD-OR-P7LN

              Portland,
                OR 97204

              Attention:                                Josie
                Butalid / Don Susi

              Telephone:                              503-275-7861
                / 4624

              Telecopier:                              503-275-8181
                / 5915

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              The
                Frost National Bank

            	
              Credit

               

              P.O.
                Box 1315

              Houston,
                TX 77251

              Attention:                                Thomas
                H. Dungan

              Telephone:                        
                      713-652-1112

              Telecopier:                      
                        713-652-7607

              E-mail:                               
                       tdungan@frostbank.com

               

              Operations

               

              P.O.
                Box 1600

              San
                Antonio, TX 78296

              Attention:                                Janice
                Hill / Linda Villejo

              Telephone:                               210-220-4235
                / 4024

              Telecopier:                               210-220-4389

               

               

            


    

    


    


    
      	
              Capital
                One, National Association

            	
              Credit

               

              313
                Carondelet Street

              New
                Orleans, LA 70130

              Attention:                                Nancy
                Moragas

              Telephone:                               504-533-2863

              Telecopier:                               504-533-5434

              E-mail:                        
                              nancy.moragas@capitalonebank.com

                   

              Operations

               

              5718
                Westheimer Road, 6th
                Floor

              Houston,
                TX 77057

              Attention:                                Norma
                Platt

              Telephone:                              713-435-5233

              Telecopier:                              713-435-5106

              E-mail:                             
                        norma.platt@capitalonebank.com