Frontier Oil Corp /New/ Sample Contracts

EXHIBIT 4.1 FRONTIER OIL CORPORATION 11 3/4% SENIOR NOTES DUE 2009, SERIES A AND SERIES B
Frontier Oil Corp /New/ • November 19th, 1999 • Petroleum refining • New York
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190,000,000 11 3/4% SENIOR NOTES DUE 2009
Underwriting Agreement • November 19th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • New York
AGREEMENT OF PURCHASE AND SALE DATED MAY 5, 1997 BETWEEN WAINOCO OIL CORPORATION
Agreement of Purchase and Sale • June 30th, 1997 • Wainoco Oil Corp • Petroleum refining
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).

Cdn. $18,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among Wainoco Oil Corporation as Borrower
Credit Agreement • March 14th, 1996 • Wainoco Oil Corp • Crude petroleum & natural gas • Alberta
EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT
Executive Change in Control • 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 AGREEMENT
Executive 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 AGREEMENT (as Amended and Restated)
Severance Agreement • January 2nd, 2009 • Frontier Oil Corp /New/ • Petroleum refining • Texas

THIS EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT (as Amended and Restated) (“Agreement”), effective as of December 30, 2008 (the “Effective Date”), by and between Frontier Oil Corporation, a Wyoming corporation (the “Company”), and Doug S. Aron (the “Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 29th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • Texas
EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 29th, 1999 • Frontier Oil Corp /New/ • Petroleum refining • Texas
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 of
Second 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.

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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FORM OF WAINOCO OIL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 14th, 1997 • Wainoco Oil Corp • Petroleum refining • Texas
MASTER CRUDE OIL PURCHASE AND SALE CONTRACT
Master 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 GUARANTOR
Revolving Credit Agreement • 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 HERETO
Revolving Credit Agreement • 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:
Frontier Oil Corp /New/ • November 19th, 2004 • 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 AGREEMENT
Revolving 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 SEVERANCE AGREEMENT
Executive 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, 2002
Credit Agreement • 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, 2011
Agreement and Plan of Merger • 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 BELOW
Frontier Oil Corp /New/ • November 1st, 2000 • 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.

SECOND AMENDMENT TO MASTER CRUDE OIL PURCHASE AND SALE CONTRACT Dated Effective as of March 12, 2008 among UTEXAM LIMITED, AS SELLER, AND FRONTIER OIL AND REFINING COMPANY, AS PURCHASER, FRONTIER OIL CORPORATION, AS GUARANTOR
Master Crude Oil Purchase and Sale Contract • March 17th, 2008 • Frontier Oil Corp /New/ • Petroleum refining • New York

THIS SECOND AMENDMENT TO MASTER CRUDE OIL PURCHASE AND SALE CONTRACT (this “Second Amendment”) dated effective as of March 12, 2008, 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”).

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