SUPPLEMENTAL AGREEMENT TO SUPPLY AND OFFTAKE AGREEMENT

This Supplemental Agreement (the “Supplemental Agreement”) to the Supply and Offtake Agreement (as defined below) is made as of October 14, 2011 (the “Effective Date”) between J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, Lion Oil Company (the “Company”), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027, and Lion Oil Trading & Transportation, Inc. (“LOTT”), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027 (each referred to individually as a “Party” or collectively as the “Parties”).

WHEREAS, the Company owns and operates a crude oil refinery located in El Dorado, Arkansas (the “Refinery”) for the processing and refining of crude oil and other feedstocks and the recovery therefrom of refined products;

WHEREAS, LOTT is in the business of buying, selling and transporting of crude oil and other petroleum feedstocks in connection with the processing and refining operations of the Company;

WHEREAS, Aron, the Company and LOTT are parties to that certain Master Supply and Offtake Agreement (as from time to time further amended, modified, supplemented and/or restated, the “Supply and Offtake Agreement”), dated as of April 29, 2011, pursuant to which Aron has agreed to deliver crude oil and other petroleum feedstocks to the Company for use at the Refinery and purchase all refined products produced by the Refinery (other than certain excluded products) and Aron and the Company are parties to the Marketing and Sales Agreement (as defined in the Supply and Offtake Agreement) (unless otherwise defined herein, any terms defined in the Supply and Offtake Agreement shall have the same meanings when used herein); and

WHEREAS, the Parties wish to agree to certain additional terms and conditions that shall supplement and amend the Supply and Offtake Agreement and the Marketing and Sales Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Aron, LOTT and the Company do hereby agree as follows:

“Estimated Gathering Tank Injections” will mean, for any day, the aggregate daily crude flow through meters R1, R2, and R3, plus the total change in daily inventory in the tanks listed on Schedule E (other than Tank 66) minus the sum of aggregate daily crude flow through meters M-4, M-5, FINNEY #4 and FINNEY #5, and any additional meters as mutually agreed upon by the Company and Aron.

Section 7.9. Certain Month-End Product Transactions. With respect to any bulk purchases and sales of Product between Aron and the Company or any Affiliate of the Company that would occur on or closely preceding the last day of a month and are to be shipped on the Enterprise Teppco Product Pipeline, but would not be reflected in Estimated Daily Net Product Sales until the following month, the parties agree that all such purchases and sales (regardless of the quantity thereof) shall be executed as bulk purchases and sales pursuant to Section 2.4(b) of the Marketing and Sales Agreement (collectively, “Month End Product Transactions”) and shall constitute Company Purchase Agreements.

2.Amendments to the Marketing and Sales Agreement. The Marketing and Sales Agreement is hereby amended, effective immediately, by deleting subsection (b) of Section 2.4 and inserting the following in its place:

(b) If, in Aron's judgment, any proposed sale to a Company Purchaser under Section 2.4(a) involves a bulk quantity or any proposed purchase from a Company Purchaser involves a bulk quantity, taking into account the quantities generally subject to transactions being entered into by Company Purchasers under Section 2.4(a), then Aron may require that such bulk quantity transaction be separately confirmed and settled between Aron and such Company Purchaser. Any such separately confirmed and settled transaction shall be a “Company Purchase Agreement” hereunder. Aron shall have the right to require that a Company Purchaser provide Aron with documentation and other diligence before entering into any such Company Purchase Agreement. Any Month End Product Transaction (as defined in the Supply and Offtake Agreement) shall constitute a Company Purchase Agreement.

(a)from the date hereof until the date on which the Monthly True-up Amount with respect to September 2011 is payable under the Supply and Offtake Agreement (the “September True-up Date”), $33,800,000;

(b)from and after the September True-up Date to the October True up Date, $53,800,000; and

(c)from and after the October True-up Date, zero.

4.Rights and Obligations under the Supply and Offtake Agreement. As supplemented and amended hereby, the Supply and Offtake Agreement and all other Transaction Documents in full force and effect. This Supplemental Agreement shall in no way limit or diminish the rights and obligations of the Parties under the Supply and Offtake Agreement.

5.Miscellaneous.

IN WITNESS WHEREOF, each Party hereto has caused this Supplemental Agreement to be executed by its duly authorized representative as of the date first above written.

                    

J. ARON & COMPANY

By: /s/ Colleen Foster___________

Title: Managing Director________

Date: October 14, 2011__________

LION OIL COMPANY

By: /s/ H. Pete Daily___/s/ Assi Ginzburg

Title: VP____________EVP__________

Date: 10/14/11_______10/14/11________

LION OIL TRADING & TRANSPORTATION, INC.

By: /s/ H. Pete Daily___/s/ Assi Ginzburg

Title: VP____________EVP__________

Date: 10/14/11_______10/14/11________

[Confidential Treatment has been requested with respect to the 17 pages of Schedule H pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Omitted portions have been filed separately with the Securities and Exchange Commission.]