FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This First Amendment to Third Amended and
Restated Revolving Credit Agreement (this “
Amendment ”), dated as of March 3, 2008, is
entered into by (1) FRONTIER OIL AND REFINING COMPANY, a Delaware
corporation (the “ Borrower ”), (2)
FRONTIER OIL CORPORATION, a Wyoming corporation (“
FOC ”), (3) each of the financial institutions
party to the Credit Agreement referred to below (the “
Lenders ”) and (4) UNION BANK OF CALIFORNIA,
N.A., a national banking association, as administrative agent (the
“ Administrative Agent ”) for the
Lenders.
Recitals
A. The
Borrower, FOC, the Lenders, the Administrative Agent and BNP
Paribas, a French banking corporation, as syndication agent, are
party to a Third Amended and Restated Revolving Credit Agreement
dated as of October 1, 2007 (the “ Credit
Agreement ”). Terms defined in the Credit Agreement
and not otherwise defined herein have the same respective meanings
when used herein, and the rules of interpretation set forth in
Section 1.3 of the Credit Agreement are incorporated herein by
reference.
B. The
Borrower, FOC, the Lenders and the Administrative Agent wish to
amend the Credit Agreement to, among other things, permit the
Borrower to incur indebtedness to Utexam Limited of up to
$300,000,000 (plus the amount of any related transportation costs
and expenses) at any time outstanding, in respect of crude oil
purchases and related transactions. Accordingly, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrower, FOC, the Lenders and the
Administrative Agent hereby agree as set forth below.
SECTION 1. Amendments to
Credit Agreement . Effective as of the date hereof but
subject to satisfaction of the conditions precedent set forth in
Section 2 of this Amendment, the Borrower, FOC and the Lenders
hereby agree that the Credit Agreement is amended as set forth
below.
(a) Section 7.3 of the
Credit Agreement is amended by (i) inserting the word
“and” after the semicolon at the end of clause (c)
thereof, (ii) deleting “; and” at the end of clause (d)
thereof and substituting a period and (iii) deleting clause (e)
thereof.
(b) Section 7.4(k) of
the Credit Agreement is amended in full to read as
follows:
“(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 $300,000,000 plus
the amount of any related transportation costs and
expenses;”
SECTION 2. Conditions
Precedent . This Amendment shall become effective as of
the date first set forth above when and if the Administrative Agent
receives all of the following, each dated the date hereof, in form
and substance satisfactory to the Administrative Agent and in the
number of originals requested thereby:
(a) this Amendment,
duly executed by the Borrower, FOC and the Lenders; and
(b) a consent to this
Amendment, duly executed by the Guarantors and by the Borrower, in
its capacity as guarantor under the Borrower Guaranty.
SECTION 3. Representations
and Warranties . Each of the Borrower and FOC represents
and warrants to the Lenders and the Administrative Agent as set
forth below.
(a) The execution,
delivery and performance by each of the Borrower and FOC of this
Amendment and the Credit Agreement, as amended hereby, 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 legal action and do not (i) contravene
such Credit Party’s charter documents or bylaws, (ii) violate
any Governmental Rule, (iii) 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 (iv)
result in or require the creation or imposition of any Lien upon or
with respect to any of the
