exv10w5






Exhibit 10.5




Execution Version




FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

AND REAFFIRMATION AND ASSUMPTION AGREEMENT




          This FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND REAFFIRMATION AND ASSUMPTION
AGREEMENT dated as of April 7, 2009 (as amended, supplemented or otherwise modified from time to
time, this “Agreement”), is made (a) by each of 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 the Additional
Guarantor referred to below, and (b) in favor of Bank of America, N.A., as Administrative Agent (in
such capacity and together with its successors, the “Administrative Agent”) for (i) the
banks and other financial institutions or entities (the “Lenders”) from time to time
parties to the Second Amended and Restated Credit Agreement (referred to below) and (ii) the other
Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below, as amended
hereby). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
to such terms in the Second Amended and Restated Credit Agreement or, if not defined therein, in
the Guarantee and Collateral Agreement.




W I T N E S S E T H:




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




          WHEREAS, pursuant to the Original Credit Agreement the Company, the Reaffirming Subsidiaries,
the Administrative Agent and other parties signatory thereto are parties to that certain Guarantee
and Collateral Agreement, dated as of July 1, 2004 (as amended, supplemented or otherwise modified
from time to time, the “Guarantee and Collateral Agreement”), 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 their
respective Collateral in favor of the Administrative Agent for the benefit of the Secured Parties;




          WHEREAS, the Company, the several banks and other financial institutions or entities from time
to time parties thereto (the “First Restatement Lenders”), the Administrative Agent, PNC
Bank, National Association and Guaranty Bank, as co-documentation agents, and Union Bank of
California, N.A. and Compass Bank, as co-syndication agents are parties to the Amended and Restated
Credit Agreement, dated as of March 14, 2008 (as amended, supplemented or otherwise modified from
time to time prior to the date hereof, the “Restated Credit Agreement”), pursuant to which
the First Restatement Lenders made available to the Company a $175,000,000 revolving credit
facility in accordance with the terms and conditions thereof (the “First Restatement
Loans”);




 









 





Execution Version




          WHEREAS, concurrently herewith, the Restated Credit Agreement is being amended and restated
(as amended, supplemented or otherwise modified from time to time, the “Second Amended and
Restated Credit Agreement”) in its entirety to, among other things, repay the First Restatement
Loans, increase the aggregate commitments in the Restated Credit Agreement, and modify certain
other terms applicable to the extensions of credit set forth therein;




          WHEREAS, in order to implement in the Guarantee and Collateral Agreement the relevant
amendments in the Second Amended and Restated Credit Agreement, the parties hereto desire to amend
the Guarantee and Collateral Agreement and make certain reaffirmations pursuant to the terms set
forth herein;




          WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of June 29, 2007,
Navajo Refining Company, L.P., a Delaware limited partnership (the “Partnership”) merged
with and into Navajo Refining Company, L.L.C., a Delaware limited liability company (the
“Surviving Entity”), and the Surviving Entity, as successor to the Partnership by operation
of law, acknowledges that it is bound by the Guarantee and Collateral Agreement pursuant to which
it has guaranteed the Obligations and granted a security interest in its respective Collateral in
favor of the Administrative Agent for the benefit of the Secured Parties, and the Surviving Entity
is a Reaffirming Subsidiary hereunder and for the avoidance of doubt does hereby expressly agree
that it is a Guarantor and Grantor for all purposes of the Guarantee and Collateral Agreement;




          WHEREAS, the Company is designating Roadrunner Pipeline, L.L.C., a Delaware limited liability
company and Holly Trucking, 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 Second Amended and Restated Credit Agreement requires that each
Additional Grantor become a party to the Guarantee and Collateral Agreement;




          WHEREAS, the Company is designating Holly Refining & Marketing — MidCon, L.L.C., a Delaware
limited liability company (the “Additional Guarantor”) as a Restricted Subsidiary and in
connection therewith the Additional Guarantor wishes to provide a Guarantee to the Administrative
Agent, for the ratable benefit of the Secured Parties, for the prompt and complete payment and
performance of the Borrower Obligations and such Guarantee by the Additional Guarantor will be
governed by the terms and conditions under Section 2 of the Guarantee and Collateral Agreement;




          WHEREAS, pursuant to Section 6.17 of the Second Amended and Restated Credit Agreement,
immediately upon the occurrence of the Release Event, the Additional Guarantor will become a
Grantor under the Guarantee and Collateral Agreement;




          WHEREAS, the Reaffirming Parties, the Additional Grantors, and the Additional Guarantor expect
to realize, or have realized, substantial direct and indirect
benefits as a result of the amendment and restatement of the Restated Credit Agreement
becoming effective and the consummation of the transactions contemplated thereby; and




 









 





Execution Version




          WHEREAS, it is a condition precedent to the effectiveness of the Second Amended and Restated
Credit Agreement that the parties hereto enter into this Amendment.




          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




Amendment and Reaffirmation




     SECTION 1.01. Amendments.



          (a) From and after the date hereof, all references to the “Credit Agreement” contained in the
Guarantee and Collateral Agreement shall be deemed to refer to the Second Amended and Restated
Credit Agreement.




          (b) Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by adding the
following new definition in proper alphabetical sequence:




          ‘“Attorney Costs” means all reasonable fees, charges and
disbursements of counsel.”




          (c) Section 6.1(d) of the Guarantee and Collateral Agreement is hereby
amended by deleting the words “Supermajority Lenders” in the proviso thereof and
replacing such words with “Required Lenders”.




          (d) Schedules 5 and 6 of the Guarantee and Collateral Agreement are hereby deleted in their
entirety and replaced with the Schedules 5 and 6 attached under Annex I-A hereto.




     SECTION 1.02. Reaffirmation. Each of the Reaffirming Parties hereby consents to the
amendment and restatement of the Restated 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 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 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 amended, increased and/or extended pursuant to
the Second Amended and Restated Credit Agreement.



     SECTION 1.03. Assumption.



          (a) By executing and delivering this Agreement, each of the Additional Grantors, as provided
in Section 8.14 of the Guarantee and Collateral Agreement, hereby




 









 





Execution Version



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, 3
and 4 to the Guarantee and Collateral Agreement.




          (b) By executing and delivering this Agreement, the Additional Guarantor (i) provides a
Guarantee to the Administrative Agent, for the ratable benefit of the Secured Parties, for the
prompt and complete payment and performance of the Borrower Obligations pursuant to the terms and
conditions set forth in Section 2 of the Guarantee and Collateral Agreement and, without limiting
the generality of the foregoing, the Additional Guarantor hereby expressly assumes all obligations
and liabilities of a guarantor thereunder; and (ii) agrees that immediately upon the occurrence of
the Release Date pursuant to the terms of Section 6.17(c) of the Second Amended and Restated Credit
Agreement, the Additional Guarantor shall become a party to the Guarantee and Collateral Agreement
as a Grantor thereunder as provided in Section 8.14 of the Guarantee and Collateral Agreement, with
the same force and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, the Additional Guarantor shall expressly assume at such time 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, 3 and 4 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 Second
Restatement Effective Date), the representations and warranties made by it contained in the Loan
Documents 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.




          (b) Each of the Additional Grantors, and the Additional Guarantor as applicable, 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.




 









 





Execution Version




     SECTION 2.03. Effectiveness; Counterparts. This Agreement shall become effective on
the later to occur of (a) due execution and delivery of this Agreement bearing the signatures of
the Reaffirming Parties, the Additional Grantors, and the Additional Guarantor set forth on the
signature pages hereto and the Administrative Agent (and such signature pages shall have been
received by the Administrative Agent) and (b) the effectiveness of the Second Amended and Restated
Credit Agreement. Upon the effectiveness of this Agreement, each reference to the Guarantee and
Collateral Agreement in any Loan Document and any document or certificate executed in connection
therewith shall be deemed to refer to the Guarantee and Collateral Agreement as amended by this
Agreement. 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 or PDF shall be effective as delivery of a manually executed
counterpart of this Agreement.



     SECTION 2.04. No Other Amendment or Waiver. Except as expressly set forth herein and
the Second Amended and Restated Credit Agreement, the Guarantee and Collateral Agreement is
unmodified and continues in full force and effect. Nothing herein shall constitute a waiver of any
rights and remedies that the Administrative Agent and the Lenders may have under the Guarantee and
Collateral Agreement and the other Loan Documents.



     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.



     SECTION 2.06. Severability. Any provision hereof which is held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without rendering the remaining
provisions hereof invalid, illegal or unenforceable in such jurisdiction and without affecting the
validity, legality or enforceability of any provision in any other jurisdiction.



(signature pages follow)





 











 





          IN WITNESS WHEREOF, each Reaffirming Party, each Additional Grantor, and the Additional
Guarantor for the benefit of the Secured Parties, 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:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Senior Vice President and Chief Financial
Officer 	 
	 
	 	Additional Grantors



HOLLY TRUCKING, L.L.C.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	ROADRUNNER PIPELINE, L.L.C.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	Additional Guarantor





HOLLY REFINING & MARKETING – MIDCON, L.L.C.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 




 









 





	 	 	 	 	 
	 	Reaffirming Subsidiaries:





BLACK EAGLE, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY PAYROLL SERVICES, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY PETROLEUM, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY REFINING & MARKETING COMPANY

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY REFINING & MARKETING COMPANY – WOODS CROSS

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY REFINING COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 




7









 





	 	 	 	 	 
	 	HOLLY UNEV PIPELINE COMPANY

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY UTAH HOLDINGS, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY WESTERN ASPHALT COMPANY

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	LEA REFINING COMPANY

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	LOREFCO, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	LOVINGTON — ARTESIA, L.L.C.

 	 
	 	By:  	Navajo Pipeline Co., L.P., its sole member
 	 




	 	 	 	 	 
	 	 	 
	 	By:  	                                                       /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
Officer 	 
	 




8









 





	 	 	 	 	 
	 	MONTANA REFINING COMPANY, A 
PARTNERSHIP

 	 
	 	By:  	Black Eagle, Inc., partner
 	 




	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       Navajo Northern, Inc., partner
 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	MONTANA RETAIL CORPORATION

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	NAVAJO CRUDE OIL PURCHASING, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	NAVAJO HOLDINGS, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	NAVAJO NORTHERN, INC.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 




9









 





	 	 	 	 	 
	 	NAVAJO PIPELINE CO., L.P.

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

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	NAVAJO PIPELINE LP, L.L.C.

 	 
	 	By:  	Navajo Holdings, Inc., its sole member
 	 




	 	 	 	 	 
	 	 	 
	 	By:  	                                                       /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	NAVAJO REFINING COMPANY, L.L.C. 

(Successor of merger with Navajo Refining Company, L.P.)

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

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	NAVAJO REFINING LP, L.L.C.

 	 
	 	By:  	                                             Holly Corporation, its sole member
 	 




	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Senior Vice President and Chief
Financial Officer 	 
	 




10









 





	 	 	 	 	 
	 	NAVAJO WESTERN ASPHALT COMPANY

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	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:  	                                                       /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                  Holly Western Asphalt Company, partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                       /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	WOODS CROSS REFINING COMPANY, L.L.C.

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 




11









 




The Administrative Agent hereby
executes this Agreement as of the
date first above written for the sole
purpose of accepting, for and on
behalf of the Secured Parties, the
covenants, undertakings and
agreements of the Reaffirming
Subsidiaries, Additional Grantors,
Additional Guarantor, and the
Administrative Agent provided herein.




BANK OF AMERICA, N.A.,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Ronald F. McKaig
 	 
	 	 	Name:  	Ronald F. McKaig 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





ANNEX 1-A




TO FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND

REAFFIRMATION AND ASSUMPTION AGREEMENT




Schedule 1




NOTICE ADDRESSES OF GUARANTORS




	 	 	 
	Grantor and Guarantor	 	Notice Address
	Holly Trucking, L.L.C.

	 	100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Fax No.: 214-871-3850

	 
	 	 
	Roadrunner Pipeline, L.L.C

	 	100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Fax No.: 214-871-3850
	 
	 	 
	Additional Guarantor
	 	 
	 
	 	 
	Holly Refining & Marketing – MidCon, L.L.C.

	 	100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Fax No.: 214-871-3850






1-1









 





Schedule 3




FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS




Uniform Commercial Code Filings




	 	 	 
	Grantors	 	Filing Office
	Holly Trucking, L.L.C.

	 	Delaware Secretary of State
	 
	 	 
	Roadrunner Pipeline, L.L.C.

	 	Delaware Secretary of State
	 
	 	 
	Additional Guarantor

	 	Filing Office
	 
	 	 
	Holly Refining & Marketing – MidCon, L.L.C.

	 	Delaware Secretary of State






Other Actions




None.




3-1









 





Schedule 4




EXACT LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION

AND CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS




	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Organizational	 	 
	Exact Legal Name	 	Organization	 	I.D.	 	Location
	 
	Holly Trucking, L.L.C.

	 	Delaware
	 	 	4618058	 	 	Texas
	 
	 
	 	 	 	 	 	 	 	 
	Holly Refining & Marketing
- MidCon, L.L.C.

	 	Delaware
	 	 	4660942	 	 	Texas
	 
	 
	 	 	 	 	 	 	 	 
	Roadrunner Pipeline, L.L.C.

	 	Delaware
	 	 	4558001	 	 	Texas






4-1









 





Schedule 5




LOCATION OF INVENTORY




	 	 	 
	Grantor	 	Location
	Navajo Refining Company, L.P.

	 	Artesia, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Lovington, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Conway, KS
	 
	 	 
	Navajo Refining Company, L.P.

	 	Conway, KS to Hobbs, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Moriarty, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Loco Hills, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Lovington, NM to Artesia, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Artesia, NM to El Paso, TX
	 
	 	 
	Navajo Refining Company, L.P.

	 	Artesia, NM to Orla, TX to El Paso, TX
	 
	 	 
	Navajo Refining Company, L.P.

	 	Artesia, NM to Bloomfield, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Roswell, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Artesia, NM to Roswell, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Bloomfield, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Albuquerque, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	El Paso, TX to Albuquerque, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	El Paso, TX
	 
	 	 
	Navajo Refining Company, L.P.

	 	El Paso, TX to Phoenix, AZ
	 
	 	 
	Navajo Refining Company, L.P.

	 	Tucson, AZ
	 
	 	 
	Navajo Refining Company, L.P.

	 	Phoenix, AZ
	 
	 	 
	Holly Refining & Marketing
Company

	 	Woods Cross, UT






5-1









 






	 	 	 
	Grantor	 	Location
	– Woods Cross
	 	 
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Woods Cross, UT to Spokane, WA
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Boise, ID
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Burley, ID
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Pocatello, ID
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Pasco, WA
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Spokane, WA
	 
	 	 
	Navajo Refining Company, L.P.

	 	Hobbs, NM
	 
	 	 
	Navajo Refining Company, L.P.

	 	Houston, TX
	 
	 	 
	Navajo Refining Company, L.P.

	 	Texas City, TX
	 
	 	 
	Holly Refining & Marketing Company

– Woods Cross

	 	Cedar City, UT
	 
	 	 
	NK Asphalt Partners d/b/a Holly 

Asphalt Company

	 	Glendale, AZ
	 
	 	 
	NK Asphalt Partners d/b/a Holly 

Asphalt Company

	 	Albuquerque, NM
	 
	 	 
	NK Asphalt Partners d/b/a Holly 

Asphalt Company

	 	Artesia, NM






5-2









 





Schedule 6




BAILEES AND WAREHOUSEMEN




	 	 	 	 	 
	Borrower/Guarantor	 	Bailee/Warehouseman	 	Location
	Navajo Refining
Company, L.P.

	 	Williams
	 	Conway, Kansas
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Enterprise Products
Partners, L.P.
	 	Conway, Kansas to
Hobbs, New Mexico
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Sacramento Energy
	 	Loco Hills, New Mexico
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Enterprise Products
Partners, L.P.
	 	Artesia, New Mexico
to Bloomfield, New
Mexico
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Kinder Morgan Energy
Partner, L.P.’s SFPP,
L.P.
	 	El Paso, Texas to
Phoenix, Arizona
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Kinder Morgan Energy
Partner, L.P.’s SFPP,
L.P.
	 	Tucson, Arizona
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Kinder Morgan Energy
Partner, L.P.’s SFPP,
L.P.
	 	Phoenix, Arizona
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Caljet
	 	Phoenix, Arizona
	 
	 	 	 	 
	Holly Refining &
Marketing

	 	Chevron Pipeline Company
	 	 Woods Cross, UT to






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	Borrower/Guarantor	 	Bailee/Warehouseman	 	Location
	Company –
Woods Cross

	 	 	 	Spokane, Washington
	 
	 	 	 	 
	Holly Refining &
Marketing Company –
Woods Cross

	 	HEP Woods Cross,
L.L.C., and Sinclair
each own a 50% interest
	 	Boise, Idaho
	 
	 	 	 	 
	Holly Refining &
Marketing Company –
Woods Cross

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Boise, Idaho
	 
	 	 	 	 
	Holly Refining &
Marketing Company –
Woods Cross

	 	HEP Woods Cross,
L.L.C., and Sinclair
each own a 50% interest
	 	Burley, Idaho
	 
	 	 	 	 
	Holly Refining &
Marketing Company –
Woods Cross

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Pocatello, Idaho
	 
	 	 	 	 
	Holly Refining &
Marketing Company –
Woods Cross

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Pasco, Washington
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Plains Pipeline Co.
	 	El Paso, Texas to
Albuquerque, NM
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Kinder Morgan
	 	Phoenix, Arizona
	 
	 	 	 	 
	Navajo Refining
Company, L.P.

	 	Pro Petroleum
	 	Phoenix, Arizona
	 
	 	 	 	 
	Holly Refining &
Marketing Company –
Woods Cross

	 	UNEV Pipeline, L.L.C.
	 	Cedar City, Utah







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