EXHIBIT 4.1 FRONTIER OIL CORPORATION 11 3/4% SENIOR NOTES DUE 2009, SERIES A AND SERIES BIndenture • November 19th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • New York
EXHIBIT 4.9 WAINOCO OIL CORPORATION 9 1/8% Senior Notes due 2006 REGISTRATION RIGHTS AGREEMENT Dated as of February 9, 1998 BEAR, STEARNS & CO. INC. This Registration Rights Agreement (this "Agreement") is made and entered into as of February 9, 1998...Registration Rights Agreement • March 11th, 1998 • Wainoco Oil Corp • Petroleum refining • New York
190,000,000 11 3/4% SENIOR NOTES DUE 2009Underwriting Agreement • November 19th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • New York
1. INTEREST. Wainoco Oil Corporation, a Wyoming corporation (the "Company"), promises to pay interest on the principal amount of this Note at 9 1/8% per annum from February 9, 1998, until maturity and shall pay the Liquidated Damages payable pursuant...Note • June 16th, 1998 • Frontier Oil Corp /New/ • Petroleum refining
AGREEMENT OF PURCHASE AND SALE DATED MAY 5, 1997 BETWEEN WAINOCO OIL CORPORATIONPurchase and Sale Agreement • June 30th, 1997 • Wainoco Oil Corp • Petroleum refining
FIRST AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED JANUARY 30, 1996 THIS AGREEMENT made effective as of the 30th day of September, 1996 AMONG: WAINOCO OIL CORPORATION, a body corporate having offices in the City of Houston, in the...Credit Agreement • November 15th, 1996 • Wainoco Oil Corp • Petroleum refining • Alberta
FRONTIER OIL CORPORATION AND THE GUARANTORS LISTED ON EXHIBIT A HERETO $150,000,000 6 5/8% Series A Senior Notes due 2011 REGISTRATION RIGHTS AGREEMENT Dated as of October 1, 2004 BEAR, STEARNS & CO. INC. BNP PARIBAS SECURITIES CORP. TD SECURITIES...Registration Rights Agreement • October 4th, 2004 • Frontier Oil Corp /New/ • Petroleum refining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2004 by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), the guarantors listed on Exhibit A hereto (the “Guarantors”) and Bear, Stearns & Co. Inc., BNP Paribas Securities Corp. and TD Securities (USA) Inc. (together, the “Initial Purchasers”), who have agreed to purchase $150,000,000 aggregate principal amount of the Company’s 6 5/8% Series A Senior Notes due 2011 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT executed as of the 2nd day of April, 1998, by and between Wainoco Oil Corporation, a Wyoming corporation (the "Company"), and Gerald B. Faudel (the "Executive"). W I T N E S S E T H: WHEREAS the Executive...Executive Employment Agreement • May 15th, 1998 • Frontier Oil Corp /New/ • Petroleum refining • Texas
Cdn. $18,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among Wainoco Oil Corporation as BorrowerCredit Agreement • March 14th, 1996 • Wainoco Oil Corp • Crude petroleum & natural gas • Alberta
EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENTExecutive Change in Control Severance Agreement • November 4th, 2010 • Frontier Oil Corp /New/ • Petroleum refining • Texas
THIS EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”), is effective as of June 1, 2010 (the “Effective Date”), by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), and Paige A. Kester (the “Executive”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • November 4th, 2010 • Frontier Oil Corp /New/ • Petroleum refining • Texas
THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”), effective as of June 1, 2010 (the Effective Date”), by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), and Paige A. Kester (the “Executive”).
EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENTSeverance Agreement • March 9th, 2006 • Frontier Oil Corp /New/ • Petroleum refining • Texas
THIS EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”), effective as of December 30th, 2005 (the “Effective Date”), by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), and Leo J. Hoonakker (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • Texas
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2002 • Frontier Oil Corp /New/ • Petroleum refining • Texas
THIS AGREEMENT executed as of the 18th day of December, 2000, by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), and James R. Gibbs (the “Executive”).
SIXTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT AGREEMENT This Sixth Amendment to Revolving Credit and Letter of Credit Agreement (this "Amendment"), dated as of July 1, 1996, is entered into by (1) FRONTIER OIL AND REFINING COMPANY, a...Revolving Credit and Letter of Credit Agreement • March 7th, 1997 • Wainoco Oil Corp • Petroleum refining • California
ASSET PURCHASE AND SALE AGREEMENT AMONG FRONTIER EL DORADO REFINING COMPANY, AS BUYER, FRONTIER OIL CORPORATION, AS GUARANTOR, AND EQUILON ENTERPRISES LLC, AS SELLER DATED AS OF October 19, 1999 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND...Asset Purchase Agreement • December 1st, 1999 • Frontier Oil Corp /New/ • Petroleum refining • Texas
FRONTIER OIL CORPORATION GUARANTORS Named Herein AND Trustee INDENTURE DATED AS OF __________________________, 200___ SUBORDINATED DEBT SECURITIESIndenture • December 13th, 2005 • Frontier Oil Corp /New/ • Petroleum refining • New York
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 20th, 2008 • Frontier Oil Corp /New/ • Petroleum refining • California
This Agreement, dated as of August 19, 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) 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”).
FRONTIER OIL CORPORATION GUARANTORS Named Herein AND Trustee INDENTURE DATED AS OF __________________________, 200___ SENIOR DEBT SECURITIESIndenture • December 13th, 2005 • Frontier Oil Corp /New/ • Petroleum refining • New York
FRONTIER OIL CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE dated as of May 26, 2011 to Indenture dated as of November 22, 2010 Providing for Issuance ofSecond Supplemental Indenture • May 27th, 2011 • Frontier Oil Corp /New/ • Petroleum refining • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of May 26, 2011, among FRONTIER OIL CORPORATION, a Wyoming corporation (the “Company”), the Guarantors and WELLS FARGO BANK, N.A., a national banking association, as Trustee (the “Trustee”), under the Indenture, dated as of November 22, 2010, as supplemented by the First Supplemental Indenture, dated as of November 22, 2010 (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT executed as of the 25th day of February, 1999, by and between Frontier Oil Corporation, a Wyoming corporation (the "Company"), and Gerald B. Faudel (the "Executive"). W I T N E S S E T H:Executive Employment Agreement • April 29th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2003 • Frontier Oil Corp /New/ • Petroleum refining • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2003, by and among Front Range Himalaya Corporation, a Wyoming corporation (the “Company”), and the parties hereto that have executed and delivered to the Company counterparts hereof that have been accepted by the Company as evidenced by the Company’s listing such parties on Exhibit A hereto (collectively, the “Initial Holders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • Texas
FORM OF WAINOCO OIL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 14th, 1997 • Wainoco Oil Corp • Petroleum refining • Texas
MASTER CRUDE OIL PURCHASE AND SALE CONTRACTMaster Crude Oil Purchase and Sale Contract • November 4th, 2010 • Frontier Oil Corp /New/ • Petroleum refining • New York
This MASTER CRUDE OIL PURCHASE AND SALE CONTRACT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) is entered into as of November 1, 2010 among BNP Paribas Energy Trading GP, a Delaware general partnership (“BNPP ET”), and BNP Paribas Energy Trading Canada Corp., an Alberta corporation (“BNPP ETC”), as applicable (BNPP ET and BNPP ETC collectively referred to herein as the “Seller”), Frontier Oil and Refining Company, a Delaware corporation (the “Purchaser”), and Frontier Oil Corporation, a Wyoming corporation (the “Guarantor”) (Seller, Purchaser and Guarantor sometimes collectively referred to as “the parties” and individually as a “party”).
THIRD AMENDMENT TO MASTER CRUDE OIL PURCHASE AND SALE CONTRACT Effective as of March 31, 2009 among UTEXAM LIMITED, AS SELLER, AND FRONTIER OIL AND REFINING COMPANY, AS PURCHASER, FRONTIER OIL CORPORATION, AS GUARANTORMaster Crude Oil Purchase and Sale Contract • July 1st, 2009 • Frontier Oil Corp /New/ • Petroleum refining • New York
THIS THIRD AMENDMENT TO MASTER CRUDE OIL PURCHASE AND SALE CONTRACT (this “Third Amendment”) dated as of July 1, 2009, to be effective as of March 31, 2009, is among Utexam Limited, a company incorporated under the laws of the Republic of Ireland (the “Seller”), Frontier Oil and Refining Company, a Delaware corporation (the “Purchaser”), and Frontier Oil Corporation, a Wyoming corporation (the “Guarantor”).
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED) DATED AS OF FEBRUARY 25, 2010 AMONG UTEXAM LIMITED, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETORevolving Credit Agreement (Uncommitted) • May 6th, 2010 • Frontier Oil Corp /New/ • Petroleum refining • New York
THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (UNCOMMITTED) (this “Eighth Amendment”) dated as of February 25, 2010, is among UTEXAM LIMITED, a company incorporated under the laws of Ireland (the “Borrower”); BNP PARIBAS, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.
Wells Fargo Bank, National Association Fort Worth, Texas 76102 Attention: Corporate Trust Services Re: Exchange Agent Agreement Ladies and Gentlemen:Exchange Agent Agreement • November 19th, 2004 • Frontier Oil Corp /New/ • Petroleum refining • Texas
Frontier Oil Corporation, a Wyoming corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $150,000,000 of its outstanding unregistered 6.625% Senior Notes due October 1, 2011 (the “Outstanding Notes”) for up to $150,000,000 of its registered 6.625% Senior Notes due October 1, 2011 (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (the “Prospectus”), proposed to be distributed to all record holders of the Outstanding Notes. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Prospectus.
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 25th, 2010 • Frontier Oil Corp /New/ • Petroleum refining • California
This Third Amendment to Fourth Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of February 22, 2010, 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, N.A. (formerly known as “Union Bank of California, N.A.”), a national banking association, as administrative agent (the “Administrative Agent”) for the Lenders.
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT executed as of the 2nd day of April, 1998, by and between Wainoco Oil Corporation, a Wyoming corporation (the "Company"), and J. Currie Bechtol (the "Executive"). W I T N E S S E T H: WHEREAS the Executive...Executive Employment Agreement • May 15th, 1998 • Frontier Oil Corp /New/ • Petroleum refining • Texas
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • May 31st, 2006 • Frontier Oil Corp /New/ • Petroleum refining • Texas
THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”), effective as of May 30, 2006 (the “Effective Date”), by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), and ____________ (the “Executive”).
FORM OF RESTRICTED STOCK AGREEMENT [DATE]Restricted Stock Agreement • May 6th, 2005 • Frontier Oil Corp /New/ • Petroleum refining
September 23, 2002Guaranty • October 30th, 2002 • Frontier Oil Corp /New/ • Petroleum refining
We refer to (1) the Revolving Credit Agreement dated as of November 16, 1999 among Frontier Oil and Refining Company (the “Borrower”), the lenders referred to therein (the “Lenders”), Union Bank of California, N.A., as Administrative Agent (the “Agent”), Documentation Agent and Lead Arranger, and BNP Paribas (successor to Paribas), as Syndication Agent and Lead Arranger, as amended by the First Amendment to Revolving Credit Agreement and First Amendment to Guaranty dated September 20, 2000, the Second Amendment to Revolving Credit Agreement and Second Amendment to Guaranty and First Amendment to Clawback Agreement dated as of June 20, 2001 and the Third Amendment to Revolving Credit Agreement and Notice Thereunder and Fifth Amendment to Guaranty dated January 30, 2002 (said Agreement, as so amended, herein called the “Credit Agreement”), and (2) the Guaranty dated as of November 16, 1999 made by Frontier Holdings, Inc., Frontier Refining & Marketing Inc., Frontier Refining Inc., Fronti
AGREEMENT AND PLAN OF MERGER BY AND AMONG HOLLY CORPORATION, NORTH ACQUISITION, INC. AND FRONTIER OIL CORPORATION DATED AS OF FEBRUARY 21, 2011Merger Agreement • February 22nd, 2011 • Frontier Oil Corp /New/ • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER (including the Exhibits hereto, this “Agreement”), dated as of February 21, 2011, is among HOLLY CORPORATION, a Delaware corporation (“Holly”), NORTH ACQUISITION, INC., a Wyoming corporation and direct wholly owned subsidiary of Holly (“Merger Sub”), and FRONTIER OIL CORPORATION, a Wyoming corporation (“Frontier”).
TO THE LENDERS PARTY TO THE REVOLVING CREDIT AGREEMENT REFERRED TO BELOWRevolving Credit Agreement • November 1st, 2000 • Frontier Oil Corp /New/ • Petroleum refining
We refer to (1) the Revolving Credit Agreement dated as of November 16, 1999 (the “Credit Agreement”) among Frontier Oil and Refining Company (the “Borrower”), the lenders referred to therein (the “Lenders”), Union Bank of California, N.A., as administrative agents for the Lenders (the “Agent”) and as documentation agent and lead arranger, and BNP Paribas (formerly known as “Paribas”), as syndication agent and lead arranger, and (2) the Guaranty dated as of November 16, 1999 (the “Guaranty”) made by Frontier Holdings Inc., Frontier Refining & Marketing Inc., Frontier Refining Inc., Frontier El Dorado Refining Company and Frontier Pipeline Inc. (the “Guarantors”) in favor of the Lenders and the Agent. 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 Sections 1.2 and 1.3 of the Credit Agreement are incorporated herein by reference.
