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                                                                  EXHIBIT 10.14


                                 AMENDMENT NO.4

AMENDMENT NO. 4 dated as of September 26, 2001 (this AMENDMENT NO. 4) between:
HOLLY CORPORATION, NAVAJO REFINING COMPANY, BLACK EAGLE, INC., NAVAJO CORP.,
NAVAJO SOUTHERN, INC., NAVAJO NORTHERN. INC. LOREFCO, INC., NAVAJO CRUDE OIL
PURCHASING, INC., NAVAJO HOLDINGS, INC., HOLLY PETROLEUM, INC., NAVAJO PIPELINE
CO., LEA REFINING COMPANY NAVAJO WESTERN ASPHALT COMPANY, and MONTANA REFINING
COMPANY, A PARTNERSHIP, as Borrowers and Guarantors, the BANKS listed on the
signature pages hereof CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative
Agent, CIBC INC. as Collateral Agent, FLEET NATIONAL BANK (formerly known as
Bank Boston Corp.), as Documentation Agent, GUARANTY BUSINESS CREDIT
CORPORATION, as Collateral Monitor, and CIBC WORLD MARKETS CORP., as Sole Lead
Arranger and Bookrunner.

WHEREAS

(A)      The parties hereto are party to an Amended and Restated Credit and
         Reimbursement Agreement dated as of April 14, 2000, as amended by
         Amendment No. 1 dated as of July 7, 2000, Amendment No. 2 dated as of
         April 4, 2001 and Amendment No. 3 dated as of August 7, 2001 (as in
         effect on the date hereof, the CREDIT AGREEMENT), providing, subject to
         the terms and conditions thereof, for extensions of credit to be made
         by the Banks to the Borrowers in an aggregate principal or face amount
         not exceeding $100,000,000.

(B)      The Borrowers and the Guarantors wish to amend the Credit Agreement in
         order for Holly Corporation to be able to purchase additional shares of
         its common stock.

(C)      The Banks and Agents agree to amend the Credit Agreement in accordance
         with the provisions contained herein, and accordingly, the parties
         hereto hereby agree as follows:

DEFINITIONS

1. Except as otherwise defined in this Amendment No. 4. terms defined in the
Credit Agreement are used herein as defined therein.

AMENDMENTS

2. Subject to the satisfaction of the conditions precedent set forth in Section
4 below, the Credit Agreement shall be amended as follows effective on the date
hereof.

A.       Section 5.15 of the Credit Agreement is amended by adding the following
         at the end thereof.

         In addition to the Restricted Payments permitted by the preceding
         paragraph of this Section 5.15, the Company may make Restricted
         Payments in an amount not to exceed $20,000,000 for the purpose of
         purchasing the Company's common stock. Any such purchase pursuant to
         this paragraph shall not (i) otherwise affect







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         the amount of Restricted Payments that may be made pursuant to the
         preceding paragraph of this Section 5.15 or (ii) reduce the Applicable
         Annual Limit described in the preceding paragraph of this Section 5.15.

REPRESENTATIONS AND WARRANTIES

3. Each of the Borrowers and the Guarantors represents and warrants to the Banks
and the Agents that (unless specifically limited to an earlier date) the
representations and warranties set forth in Section 4 of the Credit Agreement
are true and complete on and as of the date hereof with the same force and
effect as if made on and as of such date, and as if each reference in said
Section 4 to "this Agreement" included reference to this Amendment No. 4.

CONDITIONS PRECEDENT

4. AS provided in Section 2, the amendments to the Credit Agreement set forth in
said Section 2 shall become effective, as of the date hereof, upon the receipt
of the Administrative Agent of this Amendment No. 4, executed by each Borrower
and Guarantor, each Agent and the Required Banks.

ACKNOWLEDGEMENT OF OBLIGORS

5. Each Obligor hereby (a) agrees that each reference to the Credit Agreement
and words of similar import in each Financing Document to which such Obligor is
party shall be a reference to the Credit Agreement as amended by this Amendment
No. 4 and (b) confirms that its obligations under each Financing Document to
which it is party remain in full force and effect after giving effect to the
amendment of the Credit Agreement by this Amendment No. 4.

MISCELLANEOUS

6. Except as herein provided, the Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 4 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 4 by signing any such counterpart. This Amendment No. 4 shall be governed
by, and construed in accordance with, the law of the State of New York.




                                                                          Page 2

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be
duly executed and delivered as of the day and year first above written.

HOLLY CORPORATION


By: /s/ STEPHEN J. McDONNELL
   ------------------------------------
Title:  Vice President Finance and Corporate Development

NAVAJO REFINING COMPANY
BLACK EAGLE, INC.
NAVAJO CORP.
NAVAJO SOUTHERN, INC.
NAVAJO NORTHERN, INC.
LOREFCO, INC.
NAVAJO CRUDE OIL PURCHASING, INC.
NAVAJO HOLDINGS, INC.
HOLLY PETROLEUM, INC.
NAVAJO PIPELINE CO.
LEA REFINING COMPANY
NAVAJO WESTERN ASPHALT COMPANY


By: /s/ STEPHEN J. McDONNELL
   ------------------------------------
Title:   Vice President Finance and Corporate Development


MONTANA REFINING COMPANY, A PARTNERSHIP

By Navajo Northern, Inc., its General Partner


By: /s/ STEPHEN J. McDONNELL
   ------------------------------------
Title: Vice President Finance and Corporate Development





                                                                         Page 3

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CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent

By: /s/ MARY BETH ROSS
   ------------------------------------
Title: Authorized Signatory


                                                                         Page 4

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CIBC INC., as Collateral Agent,


By: /s/ MARY BETH ROSS
   ------------------------------------
Title: Authorized Signatory


                                                                         Page 5

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FLEET NATIONAL BANK, as Documentation Agent


By: /s/ CHRISTOPHER C. HOLMGREN
   ------------------------------------
Title:  Christopher C. Holmgren
        Managing Director

                                                                         Page 6

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GUARANTY BUSINESS CREDIT CORPORATION, as Collateral Monitor


By: /s/ HAROLD J. KESSLER
   ------------------------------------
Title:   Vice President
         Harold J. Kessler

                                                                         Page 7

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CIBC WORLD MARKETS CORP., as sole lead arranger and bookrunner


By: /s/ MARY BETH ROSS
   ------------------------------------
Title:  Authorized Signatory

                                                                         Page 8

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BANKS


CANADIAN IMPERIAL BANK OF COMMERCE


By: /s/ MARY BETH ROSS
   ------------------------------------
Title:  Authorized Signatory





                                                                         Page 9

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FLEET NATIONAL BANK


BY  /s/ CHRISTOPHER D. HOLMGREN
   ------------------------------------
TITLE:  Christopher D. Holmgren
        Managing Director




                                                                        Page 10

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GUARANTY BUSINESS CREDIT CORPORATION


By: /s/ HAROLD J. KESSLER
   ------------------------------------
Title:   Vice President
         Harold J. Kessler

                                                                        Page 11

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THE BANK OF NOVA SCOTIA


By: /s/ [ILLEGIBLE]
   ------------------------------------
Title:






                                                                        Page 12

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NATIONAL BANK OF CANADA


By: /s/ RANDALL WILHOIT
   ------------------------------------
Title:  Vice President


By: /s/ [ILLEGIBLE]
   ------------------------------------
Title:  Vice President




                                                                        Page 13

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HIBERNIA NATIONAL BANK


By: /s/ NANCY G. MORAGAS
   ------------------------------------
Title:   Nancy G. Moragas
         Vice President





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