exv10w22








Exhibit 10.22

          REAFFIRMATION AND ASSUMPTION AGREEMENT dated as of March 14, 2008 (as amended, supplemented or
otherwise modified from time to time, this “Agreement”), among, Holly Corporation, a
Delaware corporation (the “Company”), the subsidiaries identified on the signature pages
hereto as Reaffirming Subsidiaries (the “Reaffirming Subsidiaries” and, together with the
Company, the “Reaffirming Parties”), the Additional Grantors referred to below, and Bank of
America, N.A., as Administrative Agent (in such capacity and together with its successors, the
“Administrative Agent”) under the Guarantee and Collateral Agreement referred to below.



          WHEREAS, the Company, the Administrative Agent and the several banks and other financial
institutions or entities from time to time parties thereto (the “Lenders”) are parties to
that certain Credit Agreement, dated as of July 1, 2004, as amended prior to the date hereof (the
“Original Credit Agreement”);



          WHEREAS, pursuant to the Credit Agreement the Company and the Reaffirming Subsidiaries have
entered into that certain Guarantee and Collateral Agreement (the “Guarantee and Collateral
Agreement”), dated as of July 1, 2004, pursuant to which the Reaffirming Subsidiaries have
guaranteed the Obligations (as defined in the Guarantee and Collateral Agreement) and the
Reaffirming Parties have granted a security interest in favor of the Administrative Agent in their
respective Collateral (as defined in the Guarantee and Collateral Agreement);



          WHEREAS, the Original Credit Agreement is being amended and restated as of the date hereof (as
so amended and restated, the “Credit Agreement”) to, among other things, extend the term of
the Original Credit Agreement and modify certain other terms applicable to the extensions of credit
set forth therein;



          WHEREAS, the Company is designating each of Holly UNEV Pipeline Company, a Delaware
corporation, Holly Refining & Marketing Company, a Delaware corporation, Holly Payroll Services,
Inc., a Delaware corporation, Holly Western Asphalt Company, a Delaware corporation, and Lovington
- Artesia, L.L.C., a Delaware limited liability company (each, an “Additional Grantor”, and
collectively, the “Additional Grantors”) as a Restricted Subsidiary and in connection
therewith the Credit Agreement requires that each Additional Grantor become a party to the
Guarantee and Collateral Agreement; and



          WHEREAS, the Company, the Reaffirming Subsidiaries and the Additional Grantors expect to
realize, or have realized, substantial direct and indirect benefits as a result of each of the
amendment and restatement of the Original Credit Agreement becoming effective and the consummation
of the transactions contemplated thereby.



          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



ARTICLE I




 









 








Reaffirmation




          SECTION 1.01.  Reaffirmation. Each of the Reaffirming Parties hereby consents to the
amendment and restatement of the Original Credit Agreement and each of the transactions
contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security
interests and other obligations, as applicable, under and subject to the terms of each of the
Security Documents (as defined in the Credit Agreement) to which it is party, and agrees that,
notwithstanding the effectiveness of any of the transactions contemplated thereby, such guarantees,
pledges, grants of security interests and other obligations, and the terms of each of the Security
Documents (as defined in the Credit Agreement) to which it is a party, are not impaired or affected
in any manner whatsoever and shall continue to be in full force and effect and shall continue to
secure all the Obligations (as defined in the Guarantee and Collateral Agreement), as amended,
increased and/or extended pursuant to the Credit Agreement. All references in each Security
Document or other Loan Document to the Original Credit Agreement shall be deemed to be references
to the Credit Agreement as the same may be hereafter further amended, restated, supplemented or
modified from time to time.




          SECTION 1.02.  Assumption. By executing and delivering this Agreement, each of the
Additional Grantors, as provided in Section 8.14 of the Guarantee and Collateral Agreement,
hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the
same force and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor
thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in Schedules 1 through 4 and Schedule 7 to the Guarantee and Collateral
Agreement.




ARTICLE II




Miscellaneous




          SECTION 2.01. Notices. All notices hereunder shall be given in accordance with
Section 10.02 of the Credit Agreement.




          SECTION 2.02. Representations and Warranties. (a) Each of the undersigned
Reaffirming Parties hereby certifies that, as of the date hereof (both immediately before and
immediately after giving effect to the occurrence of the Closing Date (as defined in the Credit
Agreement)), the representations and warranties made by it contained in the Loan Documents (as
defined in the Credit Agreement) to which it is a party are true and correct in all material
respects with the same effect as if made on the date hereof, except to the extent any such
representation or warranty refers or pertains solely to a date prior to the date hereof (in which
case such representation and warranty was true and correct in all material respects as of such
earlier date). Each of the undersigned Reaffirming Parties further confirms that each Loan
Document to which it is a party is and shall continue to be in full force and effect and the same
are hereby ratified and confirmed in all respects.




2









 








          (b) Each of the Additional Grantors hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Collateral
Agreement is true and correct on and as the date hereof (after giving effect to this Agreement) as
if made on and as of such date.




          SECTION 2.03. Effectiveness; Counterparts. This Agreement shall become effective on
the date when copies hereof which, when taken together, bear the signatures of the Company, the
Reaffirming Subsidiaries and the Additional Grantors set forth on the signature pages hereto and
the Administrative Agent, and such signature pages shall have been received by the Administrative
Agent. This Agreement may not be amended nor may any provision hereof be waived except pursuant to
a writing signed by each of the parties hereto. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one contract. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this
Agreement.




          SECTION 2.05. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.




(signature pages follow)




3









 





          IN WITNESS WHEREOF, each Reaffirming Party and each Additional Grantor, for the benefit of the
Secured Parties (as defined in the Credit Agreement), have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	Company:




HOLLY CORPORATION

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Senior Vice President and Chief


Financial Officer 	 
	 
	 	Additional Grantors:




HOLLY UNEV PIPELINE COMPANY

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial


 Officer 	 
	 
	 	HOLLY REFINING & MARKETING 

COMPANY

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial


Officer 	 
	 
	 	HOLLY PAYROLL SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial


Officer 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	LOVINGTON — ARTESIA, L.L.C.	 	 
	 	 	By: Navajo Pipeline
Co., L.P., its sole member	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw

Vice President and Chief Financial
	 	 
	 

	 	 	 	 	 	Officer	 	 






	 	 	 	 	 
	 	 HOLLY WESTERN ASPHALT 

COMPANY

 	 
	 	 	 
	 	 	 
	 	 	 
	 








 









 











	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 


Officer 	 
	 
	 	Reaffirming Subsidiaries:




BLACK EAGLE, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 


Officer 	 
	 
	 	HOLLY PETROLEUM, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial


Officer 	 
	 
	 	HOLLY REFINING & MARKETING 

COMPANY – WOODS CROSS

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	HOLLY REFINING 

COMMUNICATIONS, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	HOLLY UTAH HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	LEA REFINING COMPANY

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial

Officer

 	 



5










 








	 	 	 	 	 
	 	LOREFCO, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	MONTANA RETAIL CORPORATION

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	NAVAJO CRUDE OIL PURCHASING,
INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	NAVAJO HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial

Officer 	 
	 
	 	NAVAJO NORTHERN, INC.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




6









 





	 	 	 	 	 
	 	NAVAJO PIPELINE CO., L.P.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
 Officer 	 
	 
	 	NAVAJO PIPELINE GP, L.L.C.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
 Officer 	 
	 
	 	NAVAJO REFINING COMPANY, L.L.C.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
 Officer 	 
	 
	 	NAVAJO REFINING GP, L.L.C.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	NAVAJO WESTERN ASPHALT
COMPANY

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 
	 	WOODS CROSS REFINING COMPANY, L.L.C.

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial 

Officer 	 
	 




7









 





	 	 	 	 	 	 	 	 	 
	 	 	MONTANA REFINING COMPANY, A	 	 
	 	 	PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Black Eagle, Inc., partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw
	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial

Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Navajo Northern,
Inc., partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw
	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial

Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NK ASPHALT PARTNERS D/B/A	 	 
	 	 	HOLLY ASPHALT COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Navajo Western Asphalt Company,	 	 
	 	 	 	 	partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw
	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial

Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Holly Western Asphalt Company,	 	 
	 	 	 	 	partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw
	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial
	 	 
	 

	 	 	 	 	 	Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NAVAJO REFINING, LP, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Holly Corporation, its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw
	 	 
	 

	 	 	 	 	 	Senior Vice President and Chief	 	 
	 

	 	 	 	 	 	Financial Officer	 	 






8









 





	 	 	 	 	 	 	 	 	 
	 	 	NAVAJO PIPELINE LP, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Navajo Holdings, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Bruce R. Shaw
	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial
	 	 
	 

	 	 	 	 	 	Officer	 	 







9









 







By executing below, each party acknowledges and agrees to this Agreement and further acknowledges
receipt of a copy of this Agreement executed by each of the Reaffirming Parties.




BANK OF AMERICA, N.A.,

as Administrative Agent




By:                                                            

     Name:

     Title:





 









 








ANNEX 1-A




TO REAFFIRMATION AND ASSUMPTION AGREEMENT




Schedule 1




NOTICE ADDRESSES OF GUARANTORS




	 	 	 
	Guarantor	 	Notice Address
	Holly UNEV Pipeline Company

	 	100 Crescent Court, Suite 1600
	 

	 	Dallas, Texas 75201-6927
	 

	 	Fax No.: 214-871-3850
	 
	 	 
	Holly Refining & Marketing Company

	 	100 Crescent Court, Suite 1600
	 

	 	Dallas, Texas 75201-6927
	 

	 	Fax No.: 214-871-3850
	 
	 	 
	Holly Payroll Services, Inc.

	 	100 Crescent Court, Suite 1600
	 

	 	Dallas, Texas 75201-6927
	 

	 	Fax No.: 214-871-3850
	 
	 	 
	Lovington – Artesia, L.L.C.

	 	100 Crescent Court, Suite 1600
	 

	 	Dallas, Texas 75201-6927
	 

	 	Fax No.: 214-871-3850
	 
	 	 
	Holly Western Asphalt Company

	 	100 Crescent Court, Suite 1600
	 

	 	Dallas, Texas 75201-6927
	 

	 	Fax No.: 214-871-3850







 1-1









 








Schedule 2




DEPOSIT ACCOUNTS




	 	 	 	 	 
	 	 	 	 	Name & Address of
	Borrower/Guarantor	 	Type of Account	 	Financial Institutions
	Holly Refining & Marketing
Company

	 	General account
442-632-5970
	 	Bank of America
	 
	 	 	 	 
	Holly Refining & Marketing
Company

	 	General account
442-632-7143
	 	Bank of America







 2-1









 








Schedule 3




FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS




Uniform Commercial Code Filings




	 	 	 
	Guarantor	 	Filing Office
	Holly UNEV Pipeline Company

	 	Delaware Secretary of State
	 
	Holly Refining & Marketing Company

	 	Delaware Secretary of State
	 
	Holly Payroll Services, Inc.

	 	Delaware Secretary of State
	 
	Lovington – Artesia, L.L.C.

	 	Delaware Secretary of State
	 
	Holly Western Asphalt Company

	 	Delaware Secretary of State






Other Actions




 3-1









 








     None.




 









 








Schedule 4




EXACT LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION AND

CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS




	 	 	 	 	 	 	 	 	 
	Exact Legal Name	 	Jurisdiction of Organization	 	Organizational I.D.	 	Location
	 

	 	Delaware
	 	 	4407728	 	 	Texas
	Holly UNEV Pipeline Company
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	Delaware
	 	 	3895432	 	 	Texas
	Holly Refining &
Marketing Company
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	Delaware
	 	 	4052098	 	 	Texas
	Holly Payroll Services, Inc.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	Delaware
	 	 	4469488	 	 	Texas
	Lovington – Artesia, L.L.C.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	Delaware
	 	 	3914058	 	 	Texas
	Holly Western Asphalt Company
	 	 	 	 	 	 	 	 







 4-1









 








Schedule 7




TRANSMITTING UTILITIES




     Lovington-Artesia, L.L.C.




6-2