Consent of Frontier Oil and Refining Company to the Second Amendment to the Revolving Credit Agreement (Uncommitted) dated as of March 8, 2007, among Utexam Limited, as borrower, BNP Paribas, as administrative agent and the lenders party thereto, and Consent of Frontier Oil and Refining Company to the Third Amendment to the Revolving Credit Agreement (Uncommitted) dated as of May 16, 2007, among Utexam Limited, as borrower, BNP Paribas, as administrative agent and the lenders party thereto, and Consent of Frontier Oil and Refining Company to the Sixth Amendment to the Revolving Credit Agreement (Uncommitted) dated as of January 20, 2009, among Utexam Limited, as borrower, BNP Paribas, as administrative agent and the lenders party thereto

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

 

 

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

 

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

 

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

 

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

 

Section 2. Amendments to Credit Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Section 5. Miscellaneous.

 

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

 

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

 

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

 

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

 

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

 

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

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

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

 

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

 

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

 

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

 

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

 

Section 2. Amendments to Security Agreement.

 

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

 

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

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

 

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

 

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

 

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

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

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Section 4. Miscellaneous.

 

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

 

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

 

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

 

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

 

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

 

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