exv10w2






Exhibit 10.2




Execution Version




 





GUARANTEE AND COLLATERAL AGREEMENT




DATED AS OF JULY 1, 2011



AMONG



HOLLYFRONTIER CORPORATION,



AND EACH GRANTOR FROM TIME TO TIME PARTY HERETO



IN FAVOR OF



UNION BANK, N.A.,

AS ADMINISTRATIVE AGENT



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINED TERMS
	 	 	1	 
	1.1. Definitions
	 	 	1	 
	1.2. Other Definitional Provisions
	 	 	8	 
	SECTION 2. GUARANTEE
	 	 	8	 
	2.1. Guarantee
	 	 	8	 
	2.2. Rights of Reimbursement, Contribution and Subrogation
	 	 	9	 
	2.3. Amendments, etc. with respect to the Borrower Obligations
	 	 	11	 
	2.4. Guarantee Absolute and Unconditional
	 	 	11	 
	2.5. Reinstatement
	 	 	12	 
	2.6. Payments
	 	 	12	 
	SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL
	 	 	12	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES
	 	 	13	 
	4.1. Representations in Credit Agreement
	 	 	14	 
	4.2. Title; No Other Liens
	 	 	14	 
	4.3. Perfected First Priority Liens
	 	 	14	 
	4.4. Name; Jurisdiction of Organization, etc.
	 	 	14	 
	4.5. Negotiable Documents
	 	 	15	 
	4.6. Investment Accounts
	 	 	15	 
	4.7. Government Receivables
	 	 	15	 
	4.8. Transmitting Utilities
	 	 	15	 
	SECTION 5. COVENANTS
	 	 	15	 
	5.1. Covenants in Credit Agreement
	 	 	15	 
	5.2. Delivery and Control of Instruments, Chattel Paper, Negotiable
Documents and Deposit Accounts
	 	 	16	 
	5.3. Maintenance of Insurance
	 	 	16	 
	5.4. Payment of Obligations
	 	 	16	 
	5.5. Maintenance of Perfected Security Interest; Further Documentation
	 	 	17	 
	5.6. Changes in Locations, Name, Jurisdiction of Incorporation, etc.
	 	 	18	 
	5.7. Notices
	 	 	18	 
	5.8. Covenants regarding Collateral and Property
	 	 	19	 






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	 	 	Page	 
	5.9. Particular Covenants related to Receivables
	 	 	19	 
	5.10. Particular Covenants related to Inventory
	 	 	20	 
	5.11. Intellectual Property
	 	 	20	 
	SECTION 6. REMEDIAL PROVISIONS
	 	 	21	 
	6.1. Certain Matters Relating to Receivables and the Collateral Account
	 	 	21	 
	6.2. Communications with Obligors; Grantors Remain Liable
	 	 	22	 
	6.3. Proceeds to be Turned Over to Administrative Agent
	 	 	23	 
	6.4. Application of Proceeds
	 	 	23	 
	6.5. Code and Other Remedies
	 	 	23	 
	6.6. Waiver; Deficiency
	 	 	24	 
	SECTION 7. ADMINISTRATIVE AGENT
	 	 	24	 
	7.1. Administrative Agent’s Appointment as Attorney-in-Fact, etc.
	 	 	24	 
	7.2. Duty of Administrative Agent
	 	 	26	 
	7.3. Authorization of Financing Statements
	 	 	26	 
	7.4. Authority of Administrative Agent
	 	 	27	 
	7.5. Appointment of Co-Agents
	 	 	27	 
	SECTION 8. MISCELLANEOUS
	 	 	27	 
	8.1. Amendments in Writing
	 	 	27	 
	8.2. Notices
	 	 	27	 
	8.3. No Waiver by Course of Conduct; Cumulative Remedies
	 	 	27	 
	8.4. Enforcement Expenses; Indemnification
	 	 	28	 
	8.5. Successors and Assigns
	 	 	29	 
	8.6. Set-Off
	 	 	29	 
	8.7. Counterparts
	 	 	29	 
	8.8. Severability
	 	 	30	 
	8.9. Section Headings
	 	 	30	 
	8.10. Integration
	 	 	30	 
	8.11. GOVERNING LAW
	 	 	30	 
	8.12. Submission to Jurisdiction; Waivers
	 	 	30	 
	8.13. Acknowledgments
	 	 	30	 
	8.14. Additional Grantors
	 	 	31	 
	8.15. Releases
	 	 	31	 
	8.16. WAIVER OF JURY TRIAL
	 	 	32	 






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	SCHEDULES	 	 

	 	 	 	 	 

	Schedule 1	 	Notice Addresses of Guarantors

	Schedule 2	 	Investment Accounts

	Schedule 3	 	Filings and Other Actions Required to Perfect Security Interests

	Schedule 4	 	Exact Legal Name, Location of Jurisdiction of Organization and
Chief Executive Office

	Schedule 5	 	Location of Inventory

	Schedule 6	 	Bailees and Warehousemen

	Schedule 7	 	Transmitting Utilities

	Schedule 8	 	Mergers, Conversions and Name Changes

	 	 	 	 	 

	EXHIBITS	 	 

	 	 	 	 	 

	Exhibit A   	 	Joinder Agreement

	Exhibit B-1	 	Form of Assignment

	Exhibit B-2	 	Form of Notice of Assignment







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GUARANTEE AND COLLATERAL AGREEMENT




          GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 1, 2011, made by each of the signatories
hereto (together with any other entity that may become a party hereto as provided herein, the
“Grantors”), in favor of Union Bank, N.A., in its capacity as administrative agent and
collateral agent (in such capacity, “Administrative Agent”) for the benefit of (i) the
banks and other financial institutions or entities (the “Lenders”) from time to time party
to the Credit Agreement, dated as of July 1, 2011 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
HollyFrontier Corporation, a Delaware corporation formerly known as Holly Corporation (the
“Company”), certain Subsidiaries of the Company party thereto (together with the Company,
each a “Borrower” and collectively “Borrowers”), the Lenders and Administrative
Agent and (ii) the other Secured Parties.




W I T N E S S E T H:




          WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make
extensions of credit to Borrowers upon the terms and subject to the conditions set forth therein;




          WHEREAS, Borrowers are members of an affiliated group of companies that includes each other
Grantor;




          WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in
part to enable Borrowers to make valuable transfers to one or more of the other Grantors in
connection with the operation of their respective businesses;




          WHEREAS, Borrowers and the other Grantors are engaged in related businesses, and each Grantor
will derive substantial direct and indirect benefit from the making of the extensions of credit
under the Credit Agreement; and




          WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to Borrowers under the Credit Agreement that the Grantors shall have executed
and delivered this Agreement (as defined below) to Administrative Agent for the ratable benefit of
the Secured Parties;




          NOW, THEREFORE, in consideration of the premises and to induce Administrative Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to Borrowers thereunder, each Grantor hereby agrees with Administrative Agent,
for the ratable benefit of the Secured Parties, as follows:




SECTION 1. DEFINED TERMS




          1.1. Definitions.





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          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement. Any terms that are defined in the
UCC and used, but not specifically defined, in this Agreement shall be construed and defined in
accordance with the UCC.




          (b) The following terms shall have the meanings set forth below:





     “Agreement” means this Guarantee and Collateral Agreement, as the same may be
amended, restated, amended and restated, supplemented or otherwise modified from time to
time.




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




     “Books and Records” means all books, records, board minutes, contracts,
licenses, insurance policies, environmental audits, business plans, files, accounting books
and records, financial statements (actual and pro forma), and filings with Governmental
Authorities.




     “Borrower Obligations” means the collective reference to the Obligations (as
defined in the Credit Agreement) and the Bank Product Obligations.




     “Chattel Paper” means all “chattel paper,” as such term is defined in the UCC
and including both tangible and electronic chattel paper, now owned or hereafter acquired by
any Person, wherever located.




     “Collateral” has the meaning specified in Section 3.




     “Collateral Account” means (i) any collateral account established and
maintained as provided in Section 6.1 or (ii) any other cash collateral account
established and maintained as provided in the Credit Agreement, including for purposes of
designating cash or Cash Equivalents as “Pledged Cash” thereunder and, in each case, with
respect to both clauses (i) and (ii), over which Administrative Agent has at all times
exclusive control for withdrawal purposes.




     “Commodity Account Control Agreement” means an agreement, in form and substance
reasonably satisfactory to Administrative Agent, among any Loan Party, a commodity
intermediary holding such Loan Party’s assets, including funds and commodity contracts, and
Administrative Agent with respect to collection and control of all deposits, commodity
contracts and other balances held in a commodity account maintained by any Loan Party with
such commodity intermediary.




     “Commodity Accounts” shall have the meaning set forth in Article 9 of the UCC.




     “Control Agreement” means any Deposit Account Control Agreement, Securities
Account Control Agreement or Commodities Account Control Agreement.




     “Copyright Licenses” means any written agreement naming any Grantor as licensor
or licensee, granting any right under any Copyright, including, without



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limitation, the grant of rights to manufacture, print, publish, copy, import, export,
distribute, exploit and sell materials derived from any Copyright.




     “Copyrights” means (i) all domestic copyrights, whether or not the underlying
works of authorship have been published, including but not limited to copyrights in software
and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and
all works of authorship and other intellectual property rights therein, all copyrights of
works based on, incorporated in, derived from or relating to works covered by such
copyrights, all right, title and interest to make and exploit all derivative works based on
or adopted from works covered by such copyrights, and all copyright registrations and
copyright applications, mask works registrations, and mask works applications, and any
renewals or extensions thereof, (ii) the rights to print, publish and distribute any of the
foregoing, (iii) the right to sue or otherwise recover for any and all past, present and
future infringements and misappropriations thereof, (iv) all income, royalties, damages and
other payments now and hereafter due and/or payable with respect thereto (including, without
limitation, payments under all Copyright Licenses entered into in connection therewith,
payments arising out of any other sale, lease, license or other disposition thereof and
damages and payments for past, present or future infringements thereof), and (v) all other
rights of any kind whatsoever accruing thereunder or pertaining thereto.




     “Deposit Accounts” means all “deposit accounts” as such term is defined in the
UCC, now or hereafter held in the name of any Person.




     “Deposit Account Control Agreement” means an agreement, in form and substance
reasonably satisfactory to Administrative Agent, among any Loan Party, a financial
institution holding such Loan Party’s funds, and Administrative Agent with respect to
collection and control of all deposits and balances held in a Deposit Account maintained by
any Loan Party with such financial institution.




     “Excluded Collateral” means (i) any Trademark application filed on an
“intent-to-use” basis, prior to the filing and acceptance of a “Statement of Use” pursuant
to Section 1(d) of the Lanham Act with respect thereto, (ii) all Equity Interests of the
Loan Parties and their Subsidiaries, (iii) Excluded Deposit Accounts of the type described
in clause (ii) thereof, and (iv) any Loan Party’s right, title and interest in and to an
asset, whether now owned or hereafter acquired subject to any other contract or agreement or
Requirements of Law which prohibits creation of a Lien on such asset (other than to the
extent that any such prohibition would be rendered ineffective pursuant to the UCC of any
relevant jurisdiction or any other applicable law); provided that with respect to
the exclusions set forth in clauses (i) and (iv) above, such asset (x) will be Excluded
Collateral only to the extent and for so long as the consequences specified in clauses (i)
and (iv) above will result and (y) will cease to be Excluded Collateral and will become
subject to the Lien granted hereunder, immediately and automatically, at such time as such
consequences will no longer result.




     “Excluded Deposit Accounts” means (i) payroll, employee benefits and
withholding tax, (ii) accounts for which the funds on deposit therein pertain solely to



3









 






Liens permitted under clauses (c), (d) or (l) of Section 9.2 of the Credit Agreement
and (iii) other Deposit Accounts (the “Other Excluded Deposit Accounts”) so long as
the following conditions are satisfied: (1) all deposits into and balances maintained in the
Other Excluded Deposit Accounts shall be in the ordinary course of business and (2) the
aggregate balance in all Other Excluded Deposit Accounts does not at any time exceed
$7,500,000 for more than one (1) Business Day.




     “Excluded Securities Accounts” means Securities Account so long as the
following conditions are satisfied: (i) all deposits into and balances maintained in such
Securities Accounts shall be in the ordinary course of business and (ii) the aggregate
balances in all such Securities Accounts does not exceed (A) $5,000,000 at any time during a
Dominion Trigger Period and (B) at any time other than during the existence of a Dominion
Trigger Period, $500,000,000.




     “Foreign Subsidiary” means a Subsidiary that is organized under the laws of
any jurisdiction other than the United States of America, any State thereof or the District
of Columbia.




     “General Intangibles” means all “general intangibles,” as such term is defined
in the UCC, now owned or hereafter acquired by any Person, including all right, title and
interest which such Person may now or hereafter have in or under any Contract, all Payment
Intangibles, Licenses, Intellectual Property, interests in partnerships, joint ventures and
other business associations, permits, proprietary or confidential information, inventions
(whether or not patented or patentable), technical information, procedures, designs,
knowledge, know-how, software, data bases, data, skill, expertise, experience, processes,
models, drawings, materials, Books and Records, Goodwill (including Goodwill associated with
any Intellectual Property), all rights and claims in or under insurance policies (including
insurance for fire, damage, loss, and casualty, whether covering personal property, real
property, tangible rights or intangible rights, all liability, life, key-person, and
business interruption insurance, and all unearned premiums), uncertificated securities,
choses in action, deposit accounts, rights to receive tax refunds and other payments, rights
to receive dividends, distributions, cash, Instruments, and other Property in respect of or
in exchange for Equity Interests, and rights of indemnification.




     “Goods” means all “goods,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, wherever located, including embedded software to the
extent included in “goods” as defined in the UCC, manufactured homes, standing timber that
is cut and removed for sale and unborn young of animals.




     “Goodwill” means all goodwill, trade secrets, proprietary or confidential
information, technical information, procedures, formulae, quality control standards,
designs, operating and training manuals, customer lists, and distribution agreements now
owned or hereafter acquired by any Person.




     “Guarantor Obligations” means with respect to any Guarantor, all obligations
and liabilities of such Guarantor which may arise under or in connection with this Agreement



4









 






(including, without limitation, Section 2) or any other Loan Document or Bank
Product Agreement to which such Guarantor is a party, in each case whether on account of
guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all Attorney Costs to any Secured Party that are
required to be paid by such Guarantor pursuant to the terms of this Agreement, any other
Loan Document or any Bank Product Agreement).




     “Guarantors” means the collective reference to each Grantor including each
Borrower but only with respect to each other Borrower.




     “Indemnitees” has the meaning specified in Section 8.4(b).




     “Instruments” means all “instruments,” as such term is defined in the UCC, now owned
or hereafter acquired by any Person, wherever located, and, in any event, including all
certificated securities, all certificates of deposit, and all promissory notes and other evidences
of indebtedness, other than instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.




     “Intellectual Property” means the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without limitation, the
Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the
Trademark Licenses, the Trade Secrets and the Trade Secret Licenses, and all rights to sue
at law or in equity for any past, present and future infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.




     “Intercompany Note” means any promissory note evidencing Indebtedness between
two or more Loan Parties, as amended, restated, supplemented or otherwise modified from time
to time with the consent of Administrative Agent.




     “Inventory” means all “inventory,” as such term is defined in the UCC, now
owned or hereafter acquired by any Person, wherever located, including all goods,
merchandise and other personal property held for sale or lease by any Person, or which is
furnished by such Person under any contract of service or is held by such Person as raw
materials, work or goods in process, finished goods, returned goods or materials and
supplies of every nature used or consumed or to be used or consumed by such Person in the
Ordinary Course of Business including all embedded software, whether now owned or hereafter
acquired by such Person.




     “Investment Account” means any Deposit Account, Securities Account or
Commodities Account.




     “License” means any Copyright License, any Patent License, any Trademark
License and any Trade Secret License.




     “Negotiable Document” has the meaning specified in Section 4.5.



5









 






     “New York UCC” means the Uniform Commercial Code as from time to time in effect
in the State of New York.




     “Obligations” means (i) in the case of Borrowers, the Borrower Obligations, and
(ii) in the case of each Guarantor, its Guarantor Obligations.




     “Patent License” means all agreements, whether written or oral, providing for
the grant by or to any Grantor of any right to manufacture, use, import, export, distribute
or sell any invention covered in whole or in part by a Patent.




     “Patents” means (i) all domestic patents, patent applications and patentable
inventions, all certificates of invention or similar property rights, (ii) all inventions
and improvements described and claimed therein, (iii) the right to sue or otherwise recover
for any and all past, present and future infringements and misappropriations thereof, (iv)
all income, royalties, damages and other payments now and hereafter due and/or payable with
respect thereto (including, without limitation, payments under all Patent Licenses entered
into in connection therewith, payments arising out of any other sale, lease, license or
other disposition thereof and damages and payments for past, present or future infringement
thereof), and (v) all reissues, divisions, continuations, continuations-in-part,
substitutes, renewals, and extensions thereof, all improvements thereon and all other rights
of any kind whatsoever accruing thereunder or pertaining thereto.




     “Payment Intangibles” means all “payment intangibles” as such term is defined
in the UCC, now owned or hereafter acquired by any Person.




     “Perfection Certificate” means that certain Perfection Certificate dated as of
July 1, 2011, executed by Borrowers, as may be supplemented from time to time in accordance
with the terms hereof.




     “Pledged Cash Account” has the meaning specified in Section 6.1(c).




     “Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64)
of the New York UCC in effect as of the date hereof and, in any event, shall include,
without limitation, all other profits, rentals. accessions or receipts, in whatever form,
arising from the collection, sale, lease, exchange, assignment, licensing or other
disposition of, or realization upon, Collateral, including, without limitation, all claims
of any Grantor against third parties for loss of, damage to or destruction of, or for
proceeds payable under, or unearned premiums with respect to, policies of insurance in
respect of, any Collateral, rights to any returned or repossessed goods relating to any
Collateral, and any condemnation or requisition payments with respect to any Collateral, in
each case whether now existing or hereafter arising.




     “Responsible Officer” means the chief executive officer, president, any vice
president, chief financial officer, secretary, any assistant secretary, treasurer or any
assistant treasurer of any Person.




     “Securities Account” means all “securities accounts” as such term is defined in
the UCC, now or hereafter held in the name of any Person.



6









 






     “Securities Account Control Agreement” means an agreement, in form and
substance reasonably satisfactory to Administrative Agent, among any Loan Party, a
securities intermediary holding such Loan Party’s assets in a Securities Account, including
funds and securities, and Administrative Agent with respect to collection and control of all
deposits, securities and other balances held in a Securities Account maintained by any Loan
Party with such securities intermediary.




     “Supplement Date” has the meaning specified in Section 5.3(d).




     “Supporting Obligations” means all “supporting obligations” as such term is
defined in the UCC, now owned or hereafter acquired by any Person, including letters of
credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General
Intangibles, or Instruments.




     “Trademark License” means any agreement, whether written or oral, providing
for the grant by or to any Grantor of any right to use any Trademark.




     “Trademarks” means (i) all domestic trademarks, service marks, trade names,
corporate names, company names, business names, trade dress, trade styles, logos, or other
indicia of origin or source identification, Internet domain names, trademark and service
mark registrations, and applications for trademark or service mark registrations and any
renewals thereof, (ii) the right to sue or otherwise recover for any and all past, present
and future infringements and misappropriations thereof, (iii) all income, royalties, damages
and other payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all Trademark Licenses entered into in connection
therewith, and damages and payments for past, present or future infringements thereof), and
(iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto,
together in each case with the goodwill of the business connected with the use of, and
symbolized by, each of the above.




     “Trade Secret License” means any agreement, whether written or oral, providing
for the grant by or to any Grantor of any right to use any Trade Secret.




     “Trade Secrets” means (i) all trade secrets and all confidential and
proprietary information, including know-how, manufacturing and production processes and
techniques, inventions, research and development information, technical data, financial,
marketing and business data, pricing and cost information, business and marketing plans, and
customer and supplier lists and information, (ii) the right to sue or otherwise recover for
any and all past, present and future infringements and misappropriations thereof, (iii) all
income, royalties, damages and other payments now and hereafter due and/or payable with
respect thereto (including, without limitation, payments arising out of the sale, lease,
license, assignment or other disposition thereof, and damages and payments for past, present
or future infringements thereof), and (iv) all other rights of any kind whatsoever of any
Grantor accruing thereunder or pertaining thereto.




     “UCC” means the New York UCC; provided that if by reason of mandatory
provisions of law, the perfection or the effect of perfection or non-perfection of the



7









 






security interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection.



     1.2. Other Definitional Provisions.




          (a) Unless otherwise provided herein, the rules of interpretation set forth in Sections 1.2
and 1.6 of the Credit Agreement shall apply to this Agreement.




          (b) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part
thereof and not the Collateral of any other Grantor.




SECTION 2.GUARANTEE




          2.1. Guarantee.




          (a) To induce the Lenders to make the Loans, each Guarantor hereby, jointly and severally,
absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as a
surety, to Administrative Agent, for the ratable benefit of the Secured Parties and their
respective successors, indorsees, transferees and assigns, the prompt and complete payment and
performance by each of the other Loan Parties when due (whether at the stated maturity, by
acceleration, mandatory prepayment or otherwise in accordance with any Loan Documents) of the
Borrower Obligations. The guarantee of each Guarantor hereunder constitutes a guarantee of payment
and not of collection.




          (b) If and to the extent required in order for the Guarantor Obligations to be enforceable
under applicable federal, state and other Debtor Relief Laws, the maximum liability of such
Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by
such Guarantor under such Debtor Relief Laws after giving effect to any rights of contribution,
reimbursement and subrogation arising under Section 2.2. Each Guarantor acknowledges and
agrees that, to the extent not prohibited by Applicable Law, (i) such Guarantor as opposed to its
creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its
capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal
right under such laws to reduce, or request any judicial relief that has the effect of reducing,
the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors,
representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as
debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to
enforce the limitation set forth in this Section 2.1(b) or to reduce, or request judicial
relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set
forth in this Section 2.1(b) may be enforced only to the extent required under such laws in
order for the obligations of such Guarantor under this Agreement to be enforceable under such laws
and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of
such Guarantor or other Person entitled, under such laws, to enforce the provisions thereof.




          (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time
be incurred or permitted in an amount exceeding the maximum liability of






8









 







such Guarantor under Section 2.1(b) without impairing the guarantee contained in this
Section 2 or affecting the rights and remedies of any Secured Party hereunder.




          (d) The guarantee contained in this Section 2 shall remain in full force and effect
until Payment in Full of the Obligations and payment in full of all other Secured Obligations (or
other arrangements satisfactory to the provider of such other Secured Obligations in such
provider’s sole discretion), notwithstanding that from time to time during the term of the Credit
Agreement no Borrower Obligations may be outstanding.




          (e) No payment made by any Borrower, any of the Guarantors, any other guarantor or any other
Person or received or collected by any Secured Party from any Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or in payment of the
Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability
of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment received or collected
from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full of the
Borrower Obligations.




          2.2. Rights of Reimbursement, Contribution and Subrogation. In case any payment is
made on account of the Obligations by any Grantor or is received or collected on account of the
Obligations from any Grantor or its Property:




          (a) If such payment is made by any Borrower or from its Property, then, if and to the extent
such payment is made on account of Obligations arising from or relating to a Loan made to Borrowers
or a Letter of Credit issued for the account of any Borrower, such Borrower shall not be entitled
(i) to demand or enforce reimbursement or contribution in respect of such payment from any other
Grantor or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party
against any other Person, including any other Grantor or its Property.




          (b) If such payment is made by a Guarantor or from its Property, such Guarantor shall be
entitled, subject to and upon Payment in Full of the Obligations, (i) to demand and enforce
reimbursement for the full amount of such payment from Borrowers and (ii) to demand and enforce
contribution in respect of such payment from each other Guarantor which has not paid its fair share
of such payment, as necessary to ensure that (after giving effect to any enforcement of
reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed
portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed
payment shall be determined based on an equitable apportionment of such unreimbursed payment among
all Guarantors based on the relative value of their assets and any other equitable considerations
deemed appropriate by a court of competent jurisdiction.




          (c) If and whenever (after Payment in Full of the Obligations) any right of reimbursement or
contribution becomes enforceable by any Guarantor against any other Grantor under Section
2.2(b), such Grantor shall be entitled, subject to and upon Payment in Full of the Obligations,
to be subrogated (equally and ratably with all other Grantors entitled to reimbursement or
contribution from any other Grantor as set forth in this Section 2.2) to any






9









 







security interest that may then be held by Administrative Agent, for the ratable benefit of
the Secured Parties, upon any Collateral granted to it in this Agreement. Such right of
subrogation shall be enforceable solely against the Grantors, and not against the Secured Parties,
and neither Administrative Agent nor any other Secured Party shall have any duty whatsoever to
warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold,
enforce or retain any Collateral for any purpose related to any such right of subrogation. If
subrogation is demanded by any Grantor, then (after Payment in Full of the Obligations)
Administrative Agent shall deliver to the Grantors making such demand, or to a representative of
such Grantors or of the Grantors generally, an instrument satisfactory to Administrative Agent
transferring, on a quitclaim basis without any recourse, representation, warranty or obligation
whatsoever, whatever security interest Administrative Agent then may hold in whatever Collateral
may then exist that was not previously released or disposed of by Administrative Agent.




          (d) All rights and claims arising under this Section 2.2 or based upon or relating to
any other right of reimbursement, indemnification, contribution or subrogation that may at any time
arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it
or received or collected from its Property shall be fully subordinated in all respects to the prior
Payment in Full of all of the Obligations. Until Payment in Full of the Obligations, no Grantor
shall demand or receive any collateral security, payment or distribution whatsoever (whether in
cash, Property or securities or otherwise) on account of any such right or claim. If any such
payment or distribution is made or becomes available to any Grantor in any bankruptcy case or
receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered
by the Person making such payment or distribution directly to Administrative Agent, for application
to the payment of the Obligations. If any such payment or distribution is received by any Grantor,
it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the
Secured Parties, and shall forthwith be transferred and delivered by such Grantor to Administrative
Agent, in the exact form received and, if necessary, duly endorsed.




          (e) The obligations of the Grantors under the Loan Documents, including their liability for
the Obligations and the enforceability of the security interests granted thereby, are not
contingent upon the validity, legality, enforceability, collectability or sufficiency of any right
of reimbursement, contribution or subrogation arising under this Section 2.2. The
invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any
respect diminish, affect or impair any such obligation or any other claim, interest, right or
remedy at any time held by any Secured Party against any Guarantor or its Property. The Secured
Parties make no representations or warranties in respect of any such right and shall have no duty
to assure, protect, enforce or ensure any such right or otherwise relating to any such right.




          (f) Each Grantor reserves any and all other rights of reimbursement, contribution or
subrogation at any time available to it as against any other Grantor, but (i) the exercise and
enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither
Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever
in respect of any such right, except as provided in Section 2.2(c).




          2.3. Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall
remain obligated hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand for payment






10









 







of any of the Borrower Obligations made by any Secured Party may be rescinded by such Secured
Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,
increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released
by any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, restated, amended and restated,
modified, supplemented or terminated (to the extent provided by the terms of the Credit Agreement
and the other Loan Documents), in whole or in part, as Administrative Agent (or the requisite
Lenders under the Credit Agreement or all affected Lenders, as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at any time held by
any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived,
surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Borrower Obligations or for the
Guarantee contained in this Section 2 or any Property subject thereto.




          2.4. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice
of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or
proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or
acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this Section 2;
and all dealings between Borrowers and any of the Guarantors, on the one hand, and the Secured
Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated
in reliance upon the guarantee contained in this Section 2. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon
any of the Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each
Guarantor understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guarantee of payment and performance without
regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document,
any of the Borrower Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by any Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which
may at any time be available to or be asserted by any Borrower or any other Person against any
Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of
Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable
or legal discharge of Borrowers for the Borrower Obligations, or of such Guarantor under the
guarantee contained in this Section 2, in any Insolvency Proceeding or in any other
instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar
demand on or otherwise pursue such rights and remedies as it may have against Borrowers, any other
Guarantor or any other Person or against any collateral security or guarantee for the Borrower
Obligations or any right of offset with respect thereto, and any failure by any Secured Party to
make any such demand, to pursue such other rights or remedies or to collect any payments from any
Borrower, any other Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of any Borrower, any other
Guarantor or any other Person or any such collateral security, guarantee or right of offset,






11









 







shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a matter of law, of any
Secured Party against any Guarantor. For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings.




          2.5. Reinstatement. The guarantee contained in this Section 2 shall continue
to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any
Secured Party as a result of or in connection with an Insolvency Proceeding of any Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its
Property, or otherwise, all as though such payments had not been made.




          2.6. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid
in Dollars to Administrative Agent for the account of the applicable Secured Parties without
set-off, deduction, counterclaim or defense of any kind, free of (and without deduction for) any
Taxes in immediately available funds at Administrative Agent’s office in Los Angeles, California or
such other location as Administrative Agent may from time to time designate.




SECTION 3. GRANT OF SECURITY INTEREST;

CONTINUING LIABILITY UNDER COLLATERAL




          (a) Each Grantor hereby assigns and transfers to Administrative Agent, and hereby grants to
Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the
following Property, in each case, wherever located and now owned or at any time hereafter acquired
by such Grantor or in which such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the “Collateral”), as collateral security for the
prompt and complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor’s Obligations:





          (i) all Receivables;




          (ii) all Chattel Paper;




          (iii) all Investment Accounts;




          (iv) all Inventory;




          (v) all Documents;




          (vi) all Payment Intangibles;




          (vii) all Instruments relating to assets of the type described in clauses (i) through
(vi) above and clause (viii) below;




          (viii) all General Intangibles relating to assets of the type described in clauses (i)
through (vii) above, including, without limitation, all rights against the owners



12









 






or operators of any pipeline or storage facility with respect to any Inventory or other
Collateral;




          (ix) all Books and Records, ledger cards, files, correspondence, customer lists,
blueprints, technical specifications, manuals, computer software, computer printouts, tapes,
disks and other electronic storage media and related data processing software and similar
items that at any time evidence or contain information relating to any of the Collateral
relating to assets of the type described in clauses (i) through (viii) above or are
otherwise necessary in the collection thereof or realization thereupon; and




          (x) to the extent not otherwise included, all Proceeds and products of any and all of
the foregoing and all collateral security, Supporting Obligations and Guarantee Obligations
given by any Person with respect to any of the foregoing.



          (b) Notwithstanding anything herein to the contrary, the Collateral shall not include Excluded
Collateral.




          (c) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for
all obligations under the Collateral and nothing contained herein is intended or shall be a
delegation of duties to Administrative Agent or any other Secured Party, (ii) each Grantor shall
remain liable under each of the agreements included in the Collateral, and shall use commercially
reasonable efforts to perform the obligations undertaken by it thereunder, and neither
Administrative Agent nor any other Secured Party shall have any obligation or liability under any
of such agreements by reason of or arising out of this Agreement or any other document related
thereto nor shall Administrative Agent nor any other Secured Party have any obligation to make any
inquiry as to the nature or sufficiency of any payment received by it or have any obligation to
take any action to collect or enforce any rights under any agreement included in the Collateral,
and (iii) the exercise by Administrative Agent of any of its rights hereunder shall not release any
Grantor from any of its duties or obligations under the contracts and agreements included in the
Collateral.




SECTION 4. REPRESENTATIONS AND WARRANTIES




          To induce Administrative Agent, the Issuing Banks and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of credit to Borrowers
thereunder, each Grantor hereby represents and warrants to the Secured Parties that:




          4.1. Representations in Credit Agreement. In the case of each Guarantor, such
Guarantor hereby makes each representation and warranty made in any Loan Document by any Borrower
with respect to such Guarantor and further represents and warrants that such representations and
warranties as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a
party, each of which is hereby incorporated herein by reference, are true and correct, and the
Secured Parties shall be entitled to rely on each of them as if they were fully set forth herein,
provided that each reference in each such representation and warranty to any Borrower’s
knowledge shall, for the purposes of this Section 4.l, be deemed to be a reference to such
Guarantor’s knowledge. Each Grantor (a) is the record and beneficial






13









 







owner of the Collateral pledged by it hereunder and (b) has rights in or the power to transfer
each other item of Collateral in which a Lien is granted by it hereunder, free and clear any other
Lien.




          4.2. Title; No Other Liens. Such Grantor owns its respective items of the Collateral
free and clear of any and all Liens or claims of others, including, without limitation, Liens
arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as a
grantor under a security agreement entered into by another Person, except for Liens permitted by
Section 9.2 of the Credit Agreement. No financing statement, fixture filing, mortgage or other
public notice with respect to all or any part of the Collateral is on file or of record in any
filing or recording office, except those (a) that have been filed in favor of Administrative Agent,
for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by
the Credit Agreement, (b) that have been filed in connection with Liens expressly permitted by
Section 9.2 of the Credit Agreement, or (c) financing statements which remain on file or of record
in a filing or recording office notwithstanding the effective termination, release or expiration
thereof.




          4.3. Perfected First Priority Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified on Schedule 3
(which, in the case of all filings referred to on said Schedule, have been delivered to
Administrative Agent in completed and, as applicable, duly executed form, and may be filed by
Administrative Agent at any time) and payment of all filing fees, will constitute valid
perfected security interests in all of the Collateral in favor of Administrative Agent, for the
ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations,
enforceable in accordance with the terms hereof and (b) are prior to all other Liens on the
Collateral except for Liens expressly permitted by Section 9.2 of the Credit Agreement. Without
limiting the foregoing, each Grantor has taken all actions necessary or desirable, including
without limitation those specified in Section 5.2 to establish Administrative Agent’s “control”
(within the meaning of Section 9-104 of the UCC) over all Investment Accounts to the extent
required hereunder.




          4.4. Name; Jurisdiction of Organization, etc. On the date hereof, such Grantor’s
exact legal name (as indicated on the public record of such Grantor’s jurisdiction of formation or
organization), jurisdiction of organization, organizational identification number, if any, and the
location of such Grantor’s chief executive office or sole place of business are specified on
Schedule 4. Such Grantor is organized solely under the law of the jurisdiction so
specified and has not filed any certificates of domestication, transfer or continuance in any other
jurisdiction. Except as otherwise indicated on Schedule 4, on the date hereof the
jurisdiction of each such Grantor’s organization of formation is required to maintain a public
record showing such Grantor to have been organized or formed. Except as specified on Schedule
4, on the date hereof, it has not changed its name, jurisdiction of organization, chief
executive office or sole place of business or its business structure in any way (e.g. by merger,
consolidation, change in corporate form or otherwise) within the five years preceding the date
hereof and has not within such five-year period become bound (whether as a result of merger or
otherwise) as a grantor under a security agreement entered into by another Person, which has not
heretofore been (or which is concurrently herewith being) terminated.




          4.5. Negotiable Documents. Except as set forth on Schedule 6, no portion of
the Petroleum Inventory that has a fair market value greater than $500,000 is in the possession of






14









 







an issuer of a warehouse receipt, bill of lading or other document of title which is a
negotiable document under Section 7-104 of the New York UCC (each such document, a “Negotiable
Document”) therefor or otherwise in the possession of any bailee or warehouseman.




          4.6. Investment Accounts. Schedule 2 hereto (as such schedule may be amended
or supplemented from time to time in accordance herewith) sets forth all of the Investment Accounts
in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of
each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person
(other than Administrative Agent pursuant hereto) having “control” (within the meanings of Sections
8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Investment Account or
any securities, commodities or other Property credited thereto.




          4.7. Government Receivables. Upon the delivery to Administrative Agent of assignments
and notices of assignment substantially in the forms of Exhibits B-1 and B-2, or
such other form as may be required by the applicable Governmental Authority, and the filing of each
such notice with the Governmental Authority or agency or other office described therein, the
security interests granted hereunder shall constitute valid assignments of the Receivables due
under Eligible Government Contracts to the extent that such assignment is governed by the
Assignment of Claims Act of 1940 (31 U.S.C. 3727, 41 U.S.C 15) (the “Assignment of Claims
Act”).




          4.8. Transmitting Utilities. Except as set forth on Schedule 7 hereto, no
Grantor is a “Transmitting Utility” as defined in Article 9 of the UCC.




SECTION 5. COVENANTS




          Each Grantor covenants and agrees with the Secured Parties that, from and after the date of
this Agreement until Payment in Full of the Obligations:




          5.1. Covenants in Credit Agreement. Each Guarantor (a) covenants and agrees that such
Guarantor will perform and observe, and cause each of its Restricted Subsidiaries to perform and
observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their
part to be performed or observed or that any Borrower has agreed to cause such Guarantor or such
Restricted Subsidiaries to perform or observe and (b) shall take, or shall refrain from taking, as
the case may be, each action that is necessary to be taken or not taken, as the case may be, so
that no Default or Event of Default is caused by the failure to take such action or to refrain from
taking such action by such Guarantor or any of its Subsidiaries.




          5.2. Delivery and Control of Instruments, Chattel Paper, Negotiable Documents and Deposit
Accounts.




          (a) At all times during the existence of an Event of Default and upon Administrative Agent’s
request during the existence of a Default, if any of the Collateral is or shall become evidenced or
represented by any Instrument, Negotiable Document or tangible Chattel Paper, with a face value of
less than $500,000 individually or in the aggregate, such Instrument (other than Payment Items
received in the Ordinary Course of Business), Negotiable Document or tangible Chattel Paper shall
be promptly delivered to Administrative Agent, duly






15









 







endorsed in a manner reasonably satisfactory to Administrative Agent, to be held as Collateral
pursuant to this Agreement; provided that, so long as no Default has occurred and is continuing,
Grantors shall not be required to deliver to Administrative Agent Negotiable Documents or tangible
Chattel Paper with a face value of less than $500,000 individually or in the aggregate.




          (b) At all times during the existence of an Event of Default and upon Administrative Agent’s
request during the existence of a Default, if any of the Collateral is or shall become electronic
Chattel Paper in an amount in excess of $500,000 individually or in the aggregate, such Grantor
shall ensure that (i) a single authoritative copy exists which is unique, identifiable, unalterable
(except as provided in clauses (iii), (iv) and (v) of this paragraph), (ii) that such authoritative
copy identifies Administrative Agent as the assignee and is communicated to and maintained by
Administrative Agent or its designee, (iii) that copies or revisions that add or change the
assignee of the authoritative copy can only be made with the participation of Administrative Agent,
(iv) that each copy of the authoritative copy and any copy of a copy is readily identifiable as a
copy and not the authoritative copy and (v) any revision of the authoritative copy is readily
identifiable as an authorized or unauthorized revision.




          (c) Each Grantor shall maintain each Investment Account that is a Collateral Account only with
financial institutions that have agreed to comply with instructions issued or originated by
Administrative Agent without further consent of such Grantor, such agreement to be substantially in
a form reasonably acceptable to Administrative Agent.




          (d) Each Grantor shall ensure that at all times during any Dominion Trigger Period all amounts
received in respect of Receivables shall be deposited into a Dominion Account and at all other
times be deposited into a Deposit Account that is a Controlled Account prior to distribution to any
other account.




          5.3. Maintenance of Insurance. Each Grantor will maintain with financially sound and
reputable insurance companies, not Affiliates of Grantors, insurance, to the extent required by
Section 8.6 of the Credit Agreement. Each such policy shall include satisfactory endorsements (x)
showing Administrative as loss payee or additional insured and (y) requiring not less than 30 days’
(or 10 days’ in the case of cancellation due to nonpayment) prior notice, to Administrative Agent
of termination, lapse or cancellation of such insurance.




          5.4. Payment of Obligations. For each Investment Account that exists on the Closing
Date (other than any Excluded Deposit Account and any Excluded Securities Account), each Grantor
will either close such Investment Account or provide to Administrative Agent (i) on the Closing
Date with respect to Deposit Accounts maintained at Bank of America, N.A. or any of its Affiliates
and (ii) within sixty (60) days of the Closing Date (or such later date as Administrative Agent may
agree in writing), (x) a Commodity Account Control Agreement duly executed on behalf of each
commodities intermediary holding a Commodity Account of such Grantor, (y) a Securities Account
Control Agreement duly executed on behalf of each securities intermediary holding a Securities
Account (other than an Excluded Securities Account) of such Grantor and (z) a Deposit Account
Control Agreement duly executed on behalf of each financial institution holding a Deposit Account
(other than an Excluded Deposit Account) of such Grantor. So long as no Default has occurred and
is continuing, each Grantor may add or replace an Investment Account if such Grantor and the
financial institution at which such Investment






16









 







Account (other than an Excluded Deposit Account or an Excluded Securities Account) is to be
maintained have duly executed and delivered to Administrative Agent a Control Agreement within
sixty (60) days (or such later date as Administrative Agent may agree in writing) after the opening
of (or acquisition) of any such Investment Account (other than an Excluded Deposit Account or an
Excluded Securities Account). Administrative Agent shall not deliver a notice of exclusive control
under any Control Agreement unless a Dominion Trigger Period is in effect.




          5.5. Maintenance of Perfected Security Interest; Further Documentation.




          (a) Each Grantor shall maintain the security interest created by this Agreement as a perfected
security interest having at least the priority described in Section 4.3 and shall defend
such security interest against the claims and demands of all Persons whomsoever.




          (b) Each Grantor will furnish to Administrative Agent from time to time promptly upon request
at any time an Enhanced Reporting Trigger Period is in effect but otherwise no more than once per
Fiscal Year, statements and schedules further identifying and describing the Collateral and such
other reports in connection with the assets and Property of such Grantor as Administrative Agent
may reasonably request, all in reasonable detail.




          (c) At any time and from time to time, upon the written request of Administrative Agent, and
at the sole expense of such Grantor, each Grantor will promptly and duly authorize, execute and
deliver, and have recorded, such further instruments and documents and take such further actions as
Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including, without
limitation, (i) the filing of any financing or continuation statements under the UCC (or other
similar laws) in effect in any jurisdiction with respect to the security interests created hereby
(including, without limitation, any such document or action in respect of the Assignment of Claims
Act; provided that any Borrower shall not be required at any time to file any document or
take any action in respect of the Assignment of Claims Act if at such time no Receivables arising
under a U.S. Government Contract are included in the Borrowing Base) and (ii) in the case of each
Investment Account, taking any actions reasonably necessary to enable Administrative Agent to
obtain “control” (within the meaning of the applicable UCC) with respect thereto, including,
without limitation, executing and delivering and causing the relevant depositary bank to execute
and deliver a Control Agreement in a form reasonably acceptable to Administrative Agent to the
extent required under this Agreement.




          (d) Upon the request of Administrative Agent, Borrowers shall (i) execute and deliver to
Administrative Agent a Perfection Certificate with then current information which shall be in form
and substance satisfactory to Administrative Agent and (ii) supplement Schedules
2,3,4,5,6 and 7 (each such date the foregoing schedules
are supplemented, a “Supplement Date”), with respect to any matter hereafter arising that,
if existing or occurring at the Closing Date, would have been required to be set forth or described
in such Schedule or as an exception to such representation or that is necessary to correct
any information in such Schedule or representation which has been rendered inaccurate
thereby, and, in each case such Perfection Certificate or Schedule shall be appropriately marked to
show the changes made therein; provided that neither such Perfection Certificate nor such
supplement to any Schedule or representation or warranty shall amend, supplement, or otherwise
modify such Perfection






17









 







Certificate or any such Schedule or representation or warranty, or be deemed a waiver of any
Default or Event of Default resulting from the matters disclosed therein, except as consented to by
Administrative Agent and the Majority Lenders or Lenders, as applicable in accordance with Section
12.1 of the Credit Agreement.




          5.6. Changes in Locations, Name, Jurisdiction of Incorporation, etc.




          (a) Such Grantor will not permit a material portion of the Inventory to be kept at a location
other than those listed on Schedule 5 and Schedule 6 hereto, as such schedules may
be amended, amended and restated, supplemented or modified from time to time in accordance
herewith, except upon fifteen (15) Business Days’ prior written notice to Administrative Agent and
delivery to Administrative Agent of duly authorized and, where required, executed copies of (i) all
additional financing statements and other documents reasonably requested by Administrative Agent to
maintain the validity, perfection and priority of the security interests provided for herein and
(ii) if applicable, a written supplement to Schedule 5 or Schedule 6 showing any
additional location at which Inventory shall be kept.




          (b) Without limiting the prohibitions on mergers involving the Grantors contained in the
Credit Agreement and except for the mergers, conversions, and name changes described on
Schedule 8 occurring on the Closing Date and within thirty (30) days after the Closing
Date, no Grantor will change its name, organizational identification number, if any, reincorporate,
reform, merge or otherwise reorganize, or change its jurisdiction of organization without having
given Administrative Agent not less than fifteen (15) Business Days’ (or such shorter period as
Administrative Agent may agree) prior written notice thereof and after having executed and
delivered to Administrative Agent such further instruments and documents in connection therewith as
may be reasonably required by Administrative Agent; provided that each applicable Grantor
shall provide Administrative Agent at least five (5) Business Days’ (or such shorter period as
Administrative Agent may agree) prior written notice of any merger, conversion or name change
described on Schedule 8 occurring after the Closing Date.




          5.7. Notices. Promptly, but in any event within five (5) Business Days of the date on
which any Responsible Officer of any Grantor obtains knowledge thereof, give notice to
Administrative Agent and each Lender of:




          (a) any Lien (other than any Liens permitted by Section 9.2 of the Credit Agreement) on any of
the Collateral which would reasonably be expected to materially and adversely affect the ability of
Administrative Agent to exercise any of its remedies hereunder; and




          (b) the occurrence of any other event which would reasonably be expected to have a material
adverse effect on the aggregate value of the Collateral or on the security interests created
hereby.




          5.8. Covenants regarding Collateral and Property. Each Grantor shall:




          (a) Defend its title to Collateral and Administrative Agent’s Liens thereon against all
Persons, claims, and demands whatsoever, except Liens expressly permitted under Section 9.2 of the
Credit Agreement.







18









 








          (b) If such Person’s records or reports of the Collateral are prepared or maintained by any
other Person, irrevocably authorize such Person (and such Person is hereby irrevocably authorized)
to deliver, at Administrative Agent’s request from time to time during the existence and
continuance of an Event of Default , such records, reports, and related documents to Administrative
Agent and to discuss the same and all information therein with Administrative Agent.




          5.9. Particular Covenants related to Receivables.




          (a) Each Grantor hereby authorizes Administrative Agent to, in its discretion, if a Receivable
of any Grantor includes a charge for any Taxes, pay the amount thereof to the proper taxing
authority for the account of such Borrower (unless the same is being Properly Contested) and to
charge Borrowers therefor; provided, however, that neither Administrative Agent, Issuing Banks, nor
Lenders shall be liable for any Taxes that may be due from Grantors with respect to any Collateral.




          (b) If so requested by Administrative Agent from time to time during the existence and
continuance of an Event of Default, each Grantor shall (i) cooperate fully with Administrative
Agent in facilitating Administrative Agent’s verification of the validity, amount, or any other
matter relating to any Accounts of Grantors (and each Grantor, for itself and on behalf of each of
its Subsidiaries, grant Administrative Agent the right, at any time and in the name of
Administrative Agent, any designee of Administrative Agent, or such Grantor or Subsidiary, to
complete such verification by mail, telephone or otherwise), and (ii) promptly execute and deliver
to Administrative Agent formal, written assignments of all of such Grantor’s Receivables which have
not, as of such date been included in any such formal, written assignment; provided that
Administrative Agent shall assign such Receivable back to such Grantor after such Event of Default
has been waived.




          (c) Each Grantor shall notify Administrative Agent promptly (which notice may include
disclosure in a Borrowing Base Certificate if delivery thereof would constitute prompt notice
pursuant to this clause (c)) of (i) the assertion of any claims, offsets, defenses, or
counterclaims by any Account Debtor, or any disputes with Account Debtors, or any settlement,
adjustment, or compromise thereof, in each case, where the amount in controversy is greater than
$500,000; (ii) all material adverse information known to any Loan Party relating to the financial
condition of any Account Debtor obligated in respect of Receivables having an aggregate value
greater than $500,000; and (iii) any event or circumstance which, to the knowledge of any
Responsible Officer of any Loan Party, would cause Administrative Agent to consider any then
existing Receivables having a value greater than $500,000 as no longer constituting Eligible
Receivables.




          (d) Other than in the Ordinary Course of Business and so long as no Event of Default shall
have occurred and be continuing, no Grantor will (i) grant any extension of the time of payment of
any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof,
(iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow
any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any
Receivable if such amendment, supplement or modification would reasonably be expected to materially
and adversely affect the value thereof.







19









 








          (e) Each Grantor shall use commercially reasonable efforts to perform and comply in all
material respects with all of its obligations with respect to the Receivables.




          (f) Each Grantor will take all steps necessary to comply with the Assignment of Claims Act for
all Eligible Government Receivables, including, without limitation, obtaining assignments and
notices of assignment substantially in the forms of Exhibits B-1 and B-2, or such
other form as may be required by the applicable Governmental Authority, and filing each such notice
with the Governmental Authority or agency or other office described therein.




          5.10. Particular Covenants related to Inventory.




          (a) Each Grantor shall keep accurate and complete records in all material respects of its
Petroleum Inventory, including costs and daily withdrawals and additions.




          (b) Each Grantor shall conduct a physical inventory at least once per calendar year (and,
during the existence of an Event of Default, at such other times as may be requested by
Administrative Agent).




          (c) No Grantor shall return any Petroleum Inventory to a supplier, vendor, or other Person,
whether for cash, credit, or otherwise, unless (i) such return is in the Ordinary Course of
Business; or (ii) no Default, Event of Default, or Overadvance (calculated by giving pro forma
effect to the removal of such Inventory from the Borrowing Base) exists or would result therefrom.




          5.11. Intellectual Property. Each Grantor hereby gives a nonexclusive license and
further agrees to execute such documents and take such actions as may be reasonably requested by
Administrative Agent in order to ensure that the Secured Parties may use, without any charge or
expense, any item of Intellectual Property useful or necessary in connection with the exercise of
any rights or remedies in respect of the Collateral.




SECTION 6. REMEDIAL PROVISIONS




          6.1. Certain Matters Relating to Receivables and the Collateral Account.




          (a) Administrative Agent shall have the right to make test verifications of the Receivables in
accordance with, and to the extent permitted by, the Credit Agreement, and each applicable Grantor
shall furnish all such assistance and information as Administrative Agent may reasonably require in
connection with such test verifications.




          (b) Upon the occurrence and continuation of a Dominion Trigger Period, each Grantor shall
(without limiting the obligations of the Grantors under Section 5.2(d)) instruct all
Account Debtors to make all payments in respect of Receivables either (i) directly to
Administrative Agent (by instructing that such payments be remitted to a post office box which
shall be in the name and under the control of Administrative Agent) or (ii) to one or more other
banks in any state in the United States (by instructing that such payments be remitted to a post
office box which shall be in the name and under the control of such bank) under a Control Agreement
substantially in form reasonably acceptable to Administrative Agent duly executed by each Grantor
and such bank or under other arrangements, in form and substance reasonably






20









 







satisfactory to Administrative Agent, pursuant to which each Grantor shall have irrevocably
instructed such other bank (and such other bank shall have agreed) to remit all Proceeds of such
payments directly to Administrative Agent for deposit into the Dominion Account designated by
Administrative Agent or as Administrative Agent may otherwise instruct such bank. All such
payments made to Administrative Agent shall be deposited in such Dominion Account. In addition to
the foregoing, each Grantor agrees that if the Proceeds of any Collateral hereunder (including the
payments made in respect of Receivables) shall be received by it upon or after the occurrence and
during the continuation of a Dominion Trigger Period, each Grantor shall as promptly as possible
deposit such Proceeds into the Dominion Account designated by Administrative Agent. Until so
deposited, all such Proceeds shall be held in trust by such Grantor for Administrative Agent and
the other Secured Parties and shall not be commingled with any other funds or Property of any
Grantor.




          (c) Any Borrower may from time to time at its discretion, deposit cash into a Collateral
Account designated by Administrative Agent as the Collateral Account for the amount deposited
therein to constitute Pledged Cash (the “Pledged Cash Account”). Subject to the terms and
conditions set forth in the Credit Agreement, Administrative Agent shall disburse the amount
requested by Borrowers to be withdrawn from any Pledged Cash Account, provided that such
disbursement would not result in the amount of Pledged Cash being less than the amount specified on
the most recent Borrowing Base Certificate received by the Administrative Agent.




          (d) Any income received by Administrative Agent with respect to the balance from time to time
standing to the credit of any Collateral Account, including any interest or capital gains on Cash
Equivalents, shall remain, or be deposited, in such Collateral Account. The cash amounts on
deposit from time to time in any Collateral Account shall constitute part of the Collateral
hereunder and shall not constitute payment of the Obligations until applied thereto as hereinafter
provided.




          (e) Amounts on deposit in any Collateral Account shall be invested and re-invested from time
to time in such Cash Equivalents as Borrowers shall determine, which Cash Equivalents shall be
under the control of Administrative Agent, provided that, if a Dominion Trigger Period has
occurred and is continuing, Administrative Agent shall, if instructed by the Majority Lenders,
liquidate any such Cash Equivalents and deposit or cause the proceeds thereof to be deposited in
the Dominion Account.




          (f) At Administrative Agent’s request in its Credit Judgment, each Grantor shall deliver to
Administrative Agent copies of all original and other documents evidencing, and relating to, the
agreements and transactions which gave rise to the Receivables to the extent such documents are in
the possession of such Grantor or are otherwise reasonably capable of being obtained by such
Grantor, including, without limitation, copies of all original orders, invoices and shipping
receipts.




          6.2. Communications with Obligors; Grantors Remain Liable.




          (a) Administrative Agent in its own name or in the name of others may at any time after the
occurrence and during the continuance of an Event of Default communicate with obligors under the
Receivables and parties to any contract or other agreement to verify with them






21









 







to Administrative Agent’s reasonable satisfaction the existence, amount and terms of any
Receivables.




          (b) Administrative Agent may at any time notify, or require any Grantor to so notify, the
Account Debtor or counterparty in respect of any Receivable of the security interest of
Administrative Agent therein. In addition, after the occurrence and during the continuance of an
Event of Default, Administrative Agent may (i) upon written notice to the applicable Grantor,
notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments
under the Receivables directly to Administrative Agent, or (ii) in the case of any Collateral in
the possession or control of any warehouseman, bailee or any of the Grantor’s agents or processors,
promptly upon request of Administrative Agent at the request of the Majority Lenders, the Borrower
Agent shall notify such warehouseman, bailee, agent or processor of the security interests created
hereby and to hold all such Collateral for Administrative Agent’s account subject to Administrative
Agent’s instructions.




          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Receivables to observe and perform all the conditions and obligations to be observed
and performed by it thereunder, all in accordance with the terms of any agreement giving rise
thereto. No Secured Party shall have any obligation or liability under any Receivable (or any
agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any
Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any
manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any
agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.




          6.3. Proceeds to be Turned Over to Administrative Agent. In addition to the rights of
the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an
Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of
cash, Cash Equivalents, checks and other Payment Items shall be held by such Grantor in trust for
the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to Administrative Agent in the exact form received by such Grantor
(duly endorsed by such Grantor to Administrative Agent, if required). All Proceeds while held by
Administrative Agent (or by such Grantor in trust for the Secured Parties) shall continue to be
held as collateral security for all the Obligations and shall not constitute payment thereof until
applied as provided in Section 6.4.




          6.4. Application of Proceeds. If an Event of Default shall have occurred and be
continuing, Administrative Agent may, at any time, apply all or any part of the net Proceeds
constituting Collateral realized through the exercise by Administrative Agent of its remedies
hereunder or under any other Loan Document, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the
manner provided by Section 5.7 of the Credit Agreement.




          6.5. Code and Other Remedies.







22









 








          (a) If an Event of Default shall occur and be continuing, Administrative Agent, on behalf of
the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in
this Agreement and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the
New York UCC applies to the affected Collateral) or its rights under any other Applicable Law or in
equity. Without limiting the generality of the foregoing, Administrative Agent, while an Event of
Default has occurred and is continuing, without demand, performance, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred to below) to or
upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license,
assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or
any part thereof (or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk. Each Secured Party
shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free
of any right or equity of redemption in any Grantor, which right or equity is hereby waived and
released. Each purchaser at any such sale shall hold the Property sold absolutely free from any
claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted
by Applicable Law) all rights of redemption, stay and/or appraisal which it now has or may at any
time in the future have under any rule of law or statute now existing or hereafter enacted. Each
Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days
notice to such Grantor of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification. Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given.
Administrative Agent may adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. Administrative Agent may sell the Collateral without
giving any warranties as to the Collateral. Administrative Agent may specifically disclaim or
modify any warranties of title or the like. To the extent permitted by Applicable Law, each
Grantor hereby waives any claims against Administrative Agent arising by reason of the fact that
the price at which any Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Administrative Agent accepts the first
offer received and does not offer such Collateral to more than one offeree. Each Grantor further
agrees, at Administrative Agent’s request, to assemble its Collateral and make it available to
Administrative Agent at places which Administrative Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere. Administrative Agent shall have the right to enter onto the
Property where any Collateral is located and take possession thereof with or without judicial
process and shall be entitled to use or employ
, without charge, all items of Intellectual Property
used or employed by any Grantor.




          (b) Administrative Agent shall apply the net proceeds of any action taken by it pursuant to
Section 5.7 of the Credit Agreement. If Administrative Agent sells any of the Collateral
upon credit, the applicable Grantor will be credited only with payments actually made by the
purchaser and received by Administrative Agent. In the event the purchaser fails to pay






23









 







for the Collateral, Administrative Agent may resell the Collateral and the applicable Grantor
shall be credited with proceeds of the sale. To the extent permitted by Applicable Law, each
Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out
of the exercise by them of any rights hereunder.




          6.6. Waiver; Deficiency. Subject to the terms of Section 2.1(b), each Grantor
shall remain liable for any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay its Obligations and any Attorney Costs incurred by any Secured
Party to collect such deficiency.




SECTION 7. ADMINISTRATIVE AGENT




          7.1. Administrative Agent’s Appointment as Attorney-in-Fact, etc.




          (a) Each Grantor hereby irrevocably constitutes and appoints Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to
take any and all appropriate action and to execute any and all documents and instruments which may
be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without
limiting the generality of the foregoing, each Grantor hereby gives Administrative Agent the power
and right, on behalf of such Grantor, without notice to or assent by such Grantor and in its or a
Grantor’s name, but at the cost and expense of Borrowers, to do any or all of the following:





          (i) Indorse a Grantor’s name on any Payment Item or other Proceeds of Collateral
(including proceeds of insurance) that come into Administrative Agent’s possession or
control;




          (ii) File any financing statements (and other similar filings or public records or
notices relating to the perfection of Liens), fixture filings, and amendments thereto
relating to the Collateral which Administrative Agent deems appropriate, each in form and
substance required by Administrative Agent, and to (i) describe the Collateral thereon by
specific collateral category and (ii) include therein all other information which is
required by Article 9 of the UCC or other Applicable Law with respect to the preparation or
filing of a financing statement (or other similar filings or public records or notices
relating to the perfection of Liens), fixture filing, or amendment thereto;




          (iii) During the existence of an Event of Default, (i) transfer any of the Collateral
into the name of Administrative Agent or the name of Administrative Agent’s nominee; (ii)
notify any Account Debtors of the assignment of Accounts owed by such Account Debtors,
demand and enforce payment of Accounts by legal proceedings or otherwise, and generally
exercise any rights and remedies with respect to Accounts; (iii) settle, adjust, modify,
compromise, discharge, or release any Accounts or other Collateral or any legal proceedings
brought to collect Accounts or Collateral; (iv) sell or assign any Accounts and other
Collateral upon such terms, for such amounts, and at such times as Administrative Agent
deems advisable; (v) collect, liquidate, and receive



24









 






balances in Investment Accounts and take control, in any manner, of Proceeds of Collateral; (vi)
prepare, file, and sign a Grantor’s name to a proof of claim or other document in any
bankruptcy or similar proceeding of or relating to any Account Debtor or to any notice,
assignment, or satisfaction of Lien or similar document; (vii) receive, open, and dispose of
mail addressed to any Grantor and notify postal authorities to deliver any such mail to an
address designated by Administrative Agent; (viii) indorse any Chattel Paper, Document,
Instrument, or other document or agreement relating to any Accounts, Inventory, or other
Collateral; (ix) use Grantors’ stationery and sign its name to verifications of Accounts and
notices to Account Debtors; (x) use information contained in any data processing,
electronic, or information systems relating to Collateral; (xi) make and adjust claims under
insurance policies; (xii) take any action as may be necessary or appropriate to obtain
payment under any letter of credit, banker’s acceptance, or other instrument for which any
Grantor is a beneficiary; and (xiii) take all other actions as Administrative Agent
reasonably deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.
Each Grantor grants Administrative Agent a non-exclusive license and right to use, without
royalty or other charge, such Grantor’s intellectual and other property (including, without
limitation, any licensed intellectual property, unless prohibited by the enforceable terms
of such license) after the occurrence and during the continuance of an Event of Default for
purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or
liquidating any Collateral, settling claims, or otherwise exercising any of its rights and
remedies under the Loan Documents (including, without limitation, labels, patents,
copyrights, trade secrets, trade names, trademarks, service marks, product line names,
advertising materials, and any other property of a similar nature). Each Grantor’s rights
under all licenses and all franchise agreements shall inure to Administrative Agent’s
benefit. Each Borrower shall be liable for any and all documented out-of-pocket expense
incurred in connection with Administrative Agent’s exercising its rights under this Section
7.1(a).



          (b) If any Grantor fails to perform or comply with any of its covenants contained herein,
Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with this Agreement; provided, however,
that unless an Event of Default has occurred and is continuing, Administrative Agent shall not
exercise this power without first making demand on the Grantor and the Grantor failing to promptly
comply therewith.




          (c) The expenses of Administrative Agent incurred in connection with actions undertaken as
provided in this Section 7.1, together with interest thereon at a rate per annum equal to
the rate per annum at which interest would then be payable on past due Base Rate Loans under the
Credit Agreement, from the date of payment by Administrative Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to Administrative Agent not later than ten (10)
Business Days after written demand therefor.




          (d) Each Grantor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to
be done in accordance herewith. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and
the security interests created hereby are released.







25









 








          7.2. Duty of Administrative Agent. Administrative Agent’s sole duty with respect to
the custody, safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as
Administrative Agent deals with similar Property for its own account. To the extent permitted
under Applicable Law, neither Administrative Agent, nor any other Secured Party nor any of their
respective officers, directors, partners, employees, agents, attorneys and other advisors,
attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Secured Parties hereunder are solely to protect the Secured Parties’ interests in
the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers.
The Secured Parties shall be accountable only for amounts that they actually receive as a result of
the exercise of such powers, and neither they nor any of their officers, directors, partners,
employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be
responsible to any Grantor for any act or failure to act hereunder, except to the extent that any
such act or failure to act is found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from their own gross negligence, bad faith or willful misconduct.




          7.3. Authorization of Financing Statements. Each Grantor acknowledges that pursuant
to Section 9-509(b) of the New York UCC and any other Applicable Law, Administrative Agent is
authorized to file or record financing or continuation statements, and amendments thereto, and
other filing or recording documents or instruments with respect to the Collateral in such form and
in such offices as Administrative Agent reasonably determines appropriate to perfect or maintain
the perfection of the security interests of Administrative Agent under this Agreement. Each
Grantor agrees that such financing statements may describe the collateral in the same manner as
described herein, or such other description as Administrative Agent, in its sole judgment,
determines is necessary or advisable. A photographic or other reproduction of this Agreement shall
be sufficient as a financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.




          7.4. Authority of Administrative Agent. Each Grantor acknowledges that the rights and
responsibilities of Administrative Agent under this Agreement with respect to any action taken by
Administrative Agent or the exercise or non-exercise by Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or resulting or arising out
of this Agreement shall, as between Administrative Agent and the other Secured Parties, be governed
by the Credit Agreement and by such other agreements with respect thereto as may exist from time to
time among them, but, as between Administrative Agent and the Grantors, Administrative Agent shall
be conclusively presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.




          7.5. Appointment of Co-Agents. At any time or from time to time, in order to comply
with any requirement of law, Administrative Agent may appoint another Secured Party, either to act
as co-agent or agents on behalf of the Secured Parties with such power and authority as may be
necessary for the effectual operation of the provisions hereof and which may be






26









 







specified in the instrument of appointment (which may, in the discretion of Administrative
Agent, include provisions for indemnification and similar protections of such co-agent or separate
agent).




SECTION 8. MISCELLANEOUS




          8.1. Amendments in Writing. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except in accordance with Section 12.1 of the
Credit Agreement.




          8.2. Notices. All notices, requests and demands to or upon Administrative Agent or
any Grantor hereunder shall be effected in the manner provided for in Section 12.2 of the Credit
Agreement; provided that any such notice, request or demand to or upon any Grantor shall be
addressed to such Grantor at its notice address set forth on Schedule 1.




          8.3. No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by
any act (except by a written instrument pursuant to Section 8.1), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced
in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the
part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. A
waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which such Secured Party would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided by law.




          8.4. Enforcement Expenses; Indemnification.




          (a) Each Grantor agrees (i) to pay or reimburse Administrative Agent for all reasonable and
documented out-of-pocket expenses incurred by Administrative Agent in connection with the
development, preparation, negotiation and execution of this Agreement and the other Loan Documents
and any amendment, waiver, consent or other modification of the provisions hereof and thereof, and
the consummation and administration of the transactions contemplated hereby and thereby, including
all reasonable Attorney Costs for Administrative Agent, and (ii) to pay or reimburse Administrative
Agent and each Lender for all out-of-pocket expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this Agreement or the other
Loan Documents (including all such costs and expenses incurred during any “workout” or
restructuring in respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs and the allocated cost of
internal counsel. The foregoing costs and expenses shall include all search, filing, recording and
appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by
Administrative Agent and the cost of independent public accountants and other outside experts
retained by Administrative Agent in its Permitted Discretion. All amounts due under this
Section 8.4 shall be payable within ten (10)






27









 







Business Days after written demand therefor. The agreements in this Section shall survive the
termination of this Agreement.




          (b) Each Grantor shall indemnify each Agent-Related Person (and any sub-agent thereof), each
Lender, and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all Claims, incurred by any Indemnitee or asserted against any Indemnitee by any third party or
by any Grantor or any other Loan Party arising out of, in connection with, or as a result of (i)
the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or
thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan, or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or Release of Hazardous Materials on or from any Subject Property,
or any Environmental Liabilities and Costs related in any way to any Grantor or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by any Group Member or any other Loan Party, and regardless of whether
any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or
in part, out of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by
any Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if such Grantor or such Loan
Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction or (z) arise out of Claims solely among Indemnitees (other than (i)
any Claim against Administrative Agent or any Agent-Related Person in its capacity as such and (ii)
Claims which result from the action or inaction of any Grantor). All amounts due under this
Section shall be payable not later than ten (10) Business Days after demand therefor.




          (c) To the fullest extent permitted by Applicable Law, each Grantor shall not assert, and each
Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby.







28









 








          8.5. Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each Grantor and shall inure to the benefit of the Secured Parties and their successors
and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of Administrative Agent.




          8.6. Set-Off. In addition to any rights and remedies of the Secured Parties provided
by law, upon the occurrence and during the continuance of any Event of Default, each Secured Party
and each of their respective Affiliates is authorized at any time and from time to time, without
prior notice to each Grantor, any such notice being expressly waived by each Grantor and each other
Loan Party to the fullest extent permitted by Applicable Law, to set off and appropriate and apply
against such amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing
by such Secured Party or any branch or agency thereof to or for the credit or the account of each
Grantor or any other Loan Party, as the case may be. Each Secured Party agrees promptly to notify
Grantors and Administrative Agent after any such set-off and application made by such Secured
Party; provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.




          8.7. Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an executed signature page
of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with Grantors and Administrative Agent.




          8.8. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and the
parties shall endeavor in good faith negotiations to replace such prohibited or unenforceable
provision with a valid provision the economic effect of which comes as close as possible to that of
the prohibited or unenforceable provision. Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.




          8.9. Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.




          8.10. Integration. This Agreement and the other Loan Documents represent the
agreement of the Grantors, Administrative Agent and the other Secured Parties with respect to the
subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by any Secured Party relative to subject matter hereof and thereof not expressly set
forth or referred to herein or in the other Loan Documents. THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF






29









 







PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




          8.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF; PROVIDED THAT EACH
SECURED PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.




          8.12. Submission to Jurisdiction; Waivers. Any legal action or proceeding with
respect to this Agreement or any other Loan Document may be brought in the courts of the State of
New York sitting in the County of New York or of the United States for the Southern District of New
York, and by execution and delivery of this Agreement, Administrative Agent and each Grantor
consents, for itself and in respect of its Property, to the non-exclusive jurisdiction of those
courts. Administrative Agent and each Grantor irrevocably waives any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, which it may now
or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of
any Loan Document or other document related thereto. Each Grantor and each Secured Party waives
personal service of any summons, complaint or other process, which may be made by any other means
permitted by the Applicable Law of such state.




          8.13. Acknowledgments. Each Grantor hereby acknowledges that:




          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;




          (b) no Secured Party has any fiduciary relationship with or duty to any Grantor arising out of
or in connection with this Agreement or any of the other Loan Documents, and the relationship
between the Grantors, on the one hand, and the Secured Parties, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and




          (c) no partnership or joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or
among the Grantors and the Secured Parties.




          8.14. Additional Grantors. Each Subsidiary of any Borrower that is required to become
a party to this Agreement pursuant to Section 8.11 of the Credit Agreement shall become a Grantor
for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Joinder
Agreement in the form of Exhibit A hereto.




          8.15. Releases.




          (a) Pursuant to Section 12.14(a) of the Credit Agreement, Administrative Agent is authorized
by the Lenders (without requirement of notice to or consent of any Secured Party except as
expressly required by Section 12.1 of the Credit Agreement) to take any action






30









 







requested by any Grantor having the effect of releasing any Collateral or Guarantee
Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by
any Loan Document or that has been consented to in accordance with Section 12.1 of the Credit
Agreement or (ii) to release Collateral to the extent provided in Section 12.14(b) of the Credit
Agreement or (iii) to release any Guarantor (other than the Company) from this Agreement upon its
designation as an Unrestricted Subsidiary or if such Guarantor ceases to be a Subsidiary as a
result of a transaction permitted under the Loan Documents or (iv) upon Payment in Full of all of
the Obligations and payment in full of any other Secured Obligations (or other arrangements
satisfactory to the provider of such other Secured Obligations in such provider’s sole discretion),
termination of the Revolving Commitments and at such time as no Letters of Credit shall be
outstanding. In connection with the releases of Collateral and Guarantee Obligations under Section
12.14(a)(iii), the Collateral shall be released from the Liens created by this Agreement, and this
Agreement and all obligations (other than those expressly stated to survive such termination) of
Administrative Agent and each Loan Party under this Agreement shall terminate, all without delivery
of any instrument or performance of any act by any Person, and all rights to the Collateral shall
revert to the Grantors. At the request and sole expense of any Grantor following any such
termination, Administrative Agent shall promptly deliver to such Grantor any Collateral held by
Administrative Agent hereunder, and shall promptly execute and deliver to such Grantor all releases
or other documents reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral to evidence such termination.




          (b) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement originally filed in
connection herewith without the prior written consent of Administrative Agent subject to such
Grantor’s rights under Section 9-509(d)(2) of the New York UCC.




          8.16. WAIVER OF JURY TRIAL. EACH GRANTOR AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.




[SIGNATURE PAGES FOLLOW]




31











 





     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral
Agreement to be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	 	HOLLYFRONTIER CORPORATION (f/k/a Holly Corporation)

BLACK EAGLE, INC.   

EAGLE CONSOLIDATION LLC         

ETHANOL MANAGEMENT COMPANY LLC

FRONTIER EL DORADO REFINING LLC         

FRONTIER HOLDINGS LLC

FRONTIER OIL AND REFINING COMPANY LLC

FRONTIER OIL CORPORATION

FRONTIER PIPELINE LLC

FRONTIER REFINING & MARKETING LLC

FRONTIER REFINING LLC

HOLLY BIOFUELS LLC

HOLLY PAYROLL SERVICES, INC.

HOLLY PETROLEUM, INC.

HOLLY REALTY, LLC

HOLLY REFINING & MARKETING COMPANY LLC

HOLLY REFINING & MARKETING — TULSA LLC

HOLLY REFINING & MARKETING COMPANY —

WOODS CROSS LLC

HOLLY REFINING COMMUNICATIONS, INC.

HOLLY TRANSPORTATION LLC

HOLLY UNEV PIPELINE COMPANY

HOLLY WESTERN ASPHALT COMPANY

HOLLYMARKS, LLC

HRM REALTY, LLC

LEA REFINING COMPANY

NAVAJO HOLDINGS, INC.

NAVAJO PIPELINE GP, L.L.C.

NAVAJO PIPELINE LP, L.L.C.

NAVAJO REFINING COMPANY, L.L.C.

NAVAJO REFINING GP, L.L.C.

NAVAJO WESTERN ASPHALT COMPANY

 	 
	 	By:  	/s/ Michael C. Jennings       	 
	 	 	Name:  	Michael C. Jennings        	 
	 	 	Title:  	Chief Executive Officer and President	 
	 



SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT



 









 





	 	 	 	 	 
	 	NAVAJO PIPELINE CO., L.P.


By: Navajo Pipeline GP, L.L.C., its general partner

 	 
	 	By:  	/s/ Michael C. Jennings	 
	 	 	Name:  	Michael C. Jennings	 
	 	 	Title:  	Chief Executive Officer and President	 
	 
	 	

NK ASPHALT PARTNERS, DBA HOLLY ASPHALT COMPANY


By: Holly Western Asphalt Company, its general partner 

By: Navajo Western Asphalt Company, its general partner


 	 
	 	By:  	/s/ Michael C. Jennings	 
	 	 	Name:  	Michael C. Jennings	 
	 	 	Title:  	Chief Executive Officer and President	 
	 
	 	

HRM MONTANA LLC


MONTANA RETAIL COMPANY LLC


NAVAJO NORTHERN, INC.


 	 
	 	By:  	/s/ Stephen D. Wise 	 
	 	 	Name:  	Stephen D. Wise	 
	 	 	Title:  	Vice President and Treasurer	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ John McNamara	 
	 	 	Name:  	John McNamara	 
	 	 	Title:  	Sr. Vice President	 
	 



SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT





 









 





Schedule 1




NOTICE ADDRESSES OF GUARANTORS




	 	 	 
	Grantor and Guarantor	 	Notice Address
	All Grantors and Guarantors

	 	2828 N. Harwood, Suite 1300
	 

	 	Dallas, TX 75201
	 

	 	Attn: Doug Aron and Steve Wise
	 

	 	Telephone: (214) 871-3877
	 

	 	Facsimile: (214) 237-3051
	 

	 	Email: steve.wise@hollycorp.com






SCHEDULE 1 - 1









 






Schedule 2




INVESTMENT ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Bank	 	Account Name	 	Account Number	 	Purpose
	Bank of America

	 	HollyFrontier Corporation
	 	 	 	 	 	Master concentration
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Holly Refining & Marketing

Company LLC
	 	 	 	 	 	Wire / Lockbox / ACH receipts
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Holly Refining & Marketing

Company LLC
	 	 	 	 	 	Outgoing wire / ACH payments
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Holly Refining & Marketing

Company LLC
	 	 	 	 	 	EFT settlement (direct debit

customers)
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Holly Refining & Marketing

Company LLC
	 	 	 	 	 	Accounts payable controlled

disbursement
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Holly Refining & Marketing

Company LLC
	 	 	 	 	 	Special purpose / right of way
check payments
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Holly Refining & Marketing

Company LLC
	 	 	 	 	 	Lease crude payments (wires,

checks, & ACH)
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	Navajo Refining Co., L.L.C
	 	 	 	 	 	Old lease crude payments (to be

closed)
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	HollyPayroll Services, Inc.
	 	 	 	 	 	Payroll settlement
	 
	 	 	 	 	 	 	 	 
	Bank of America

	 	HollyFrontier Corporation
	 	 	 	 	 	Flex spending controlled

disbursement, ACH settlement
	 
	 	 	 	 	 	 	 	 
	BBVA Compass

	 	HollyFrontier Corporation
	 	 	 	 	 	Compensating balance account
	 
	 	 	 	 	 	 	 	 
	UMB Arizona

	 	HollyFrontier Corporation
	 	 	 	 	 	Compensating balance account






SCHEDULE 2 - 1









 






	 	 	 	 	 	 	 	 	 
	Bank	 	Account Name	 	Account Number	 	Purpose
	Fidelity Investments

	 	HollyFrontier Corporation
	 	 	 	 	 	Investment account
	 
	 	 	 	 	 	 	 	 
	Brown Brothers 

Harriman

	 	HollyFrontier Corporation
	 	 	 	 	 	Investment account
	 
	 	 	 	 	 	 	 	 
	Union Bank

	 	HollyFrontier Corporation
	 	 	 	 	 	Master concentration account for

legacy FTO
	 
	 	 	 	 	 	 	 	 
	Union Bank

	 	Frontier Oil and Refining
Company LLC
	 	 	 	 	 	Revenue distribution account —
legacy FTO
	 
	 	 	 	 	 	 	 	 
	Union Bank

	 	Frontier Oil and Refining
Company LLC
	 	 	 	 	 	General accounts payable —
legacy FTO
	 
	 	 	 	 	 	 	 	 
	Union Bank

	 	HollyFrontier Corporation
	 	 	 	 	 	Investment account
	 
	 	 	 	 	 	 	 	 
	Union Bank

	 	Frontier Refining LLC
	 	 	 	 	 	Miscellaneous account — legacy
FTO
	 
	 	 	 	 	 	 	 	 
	Frost Bank

	 	HollyFrontier Corporation
	 	 	 	 	 	Legacy FTO corporate payments
and related sweep account
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	Frontier Oil and Refining
Company LLC
	 	 	 	 	 	Lockbox and EFT settlement
account — legacy FTO
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	Holly Payroll Services, Inc.
	 	 	 	 	 	Payroll account — legacy FTO
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	HollyFrontier Corporation
	 	 	 	 	 	Section 125 account — legacy FTO
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	HollyFrontier Corporation
	 	 	 	 	 	Medical payments account —
legacy FTO
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	Frontier El Dorado Refining

LLC
	 	 	 	 	 	Petty cash account — El Dorado
refinery
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	Frontier Refining LLC
	 	 	 	 	 	Petty cash account — Cheyenne
refinery






SCHEDULE 2 - 2









 






	 	 	 	 	 	 	 	 	 
	Bank	 	Account Name	 	Account Number	 	Purpose
	Wells Fargo Bank

	 	HollyFrontier Corporation
	 	 	 	 	 	Investment account — legacy FTO
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank

	 	Frontier Oil Corporation
	 	 	 	 	 	Investment account — legacy FTO
	 
	 	 	 	 	 	 	 	 
	Reich & Tang

	 	Frontier Oil Corporation
	 	 	 	 	 	Investment account — legacy FTO
	 
	 	 	 	 	 	 	 	 
	US Bank

	 	Frontier Oil and Refining
Company LLC
	 	 	 	 	 	Investment account — legacy FTO






	 	 	 	 	 
		 	Name and Address of Depository	 	
	Loan Party	 	Institution	 	Account Number
	HollyRefining &

Marketing Company 

LLC

	 	Bank of America
Global Treasury Services
901 Main Street, 10th Floor
Dallas, TX 75202
	 	 
	 
	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Wells Fargo Bank

1700 Lincoln, 6th Floor

Denver, CO 80203
	 	 







SCHEDULE 2 - 3











 





Schedule 3




FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS




Uniform Commercial Code Filings



	 	 	 
	Grantors	 	Filing Office
	Black Eagle, Inc.

	 	Delaware Secretary of State
	 
	 	 
	Eagle Consolidation LLC

	 	Delaware Secretary of State
	 
	 	 
	Ethanol Management Company LLC

	 	Delaware Secretary of State
	 
	 	 
	Frontier El Dorado Refining LLC

	 	Delaware Secretary of State
	 
	 	 
	Frontier Holdings LLC

	 	Delaware Secretary of State
	 
	 	 
	Frontier Oil and Refining Company LLC

	 	Delaware Secretary of State
	 
	 	 
	Frontier Oil Corporation

	 	Wyoming Secretary of State
	 
	 	 
	Frontier Pipeline LLC

	 	Delaware Secretary of State
	 
	 	 
	Frontier Refining & Marketing LLC

	 	Delaware Secretary of State
	 
	 	 
	Frontier Refining LLC

	 	Delaware Secretary of State
	 
	 	 
	Holly Biofuels LLC

	 	Delaware Secretary of State
	 
	 	 
	HollyFrontier Corporation

	 	Delaware Secretary of State
	 
	 	 
	Holly Payroll Services, Inc.

	 	Delaware Secretary of State
	 
	 	 
	Holly Petroleum, Inc.

	 	Delaware Secretary of State
	 
	 	 
	Holly Realty, LLC

	 	Delaware Secretary of State
	 
	 	 
	Holly Refining & Marketing Company LLC

	 	Delaware Secretary of State
	 
	 	 
	Holly Refining & Marketing — Tulsa LLC

	 	Delaware Secretary of State
	 
	 	 
	Holly Refining & Marketing Company — Woods
Cross LLC

	 	Delaware Secretary of State
	 
	 	 
	Holly Refining Communications, Inc.

	 	Delaware Secretary of State
	 
	 	 
	Holly Transportation LLC

	 	Delaware Secretary of State
	 
	 	 
	Holly UNEV Pipeline Company

	 	Delaware Secretary of State
	 
	 	 
	Holly Western Asphalt Company

	 	Delaware Secretary of State
	 
	 	 
	Hollymarks, LLC

	 	Delaware Secretary of State
	 
	 	 
	HRM Montana LLC

	 	Montana Secretary of State
	 
	 	 
	HRM Realty, LLC

	 	Delaware Secretary of State
	 
	 	 
	LEA Refining Company

	 	Delaware Secretary of State
	 
	 	 
	Montana Retail Company LLC

	 	Delaware Secretary of State
	 
	 	 
	Navajo Holdings, Inc.

	 	New Mexico Secretary of State
	 
	 	 
	Navajo Northern, Inc.

	 	Nevada Secretary of State
	 
	 	 
	Navajo Pipeline Co., L.P.

	 	Delaware Secretary of State
	 
	 	 
	Navajo Pipeline GP, L.L.C.

	 	Delaware Secretary of State
	 
	 	 
	Navajo Pipeline LP, L.L.C.

	 	Delaware Secretary of State
	 
	 	 
	Navajo Refining Company, L.L.C.

	 	Delaware Secretary of State
	 
	 	 
	Navajo Refining GP, L.L.C.

	 	Delaware Secretary of State
	 
	 	 
	Navajo Western Asphalt Company

	 	New Mexico Secretary of State
	 
	 	 
	NK Asphalt Partners d/b/a Holly Asphalt Company

	 	New Mexico Secretary of State






SCHEDULE 3 - 1









 






Other Actions




None.



SCHEDULE 3 - 2









 





Schedule 4




EXACT LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Federal Tax	 	Organization
	 	 	Jurisdiction of	 	 	 	Identification	 	Identification
	Legal Name	 	Organization	 	Type of Entity	 	Number	 	Number
	Black Eagle, Inc.

	 	Delaware
	 	Corporation
	 	86-0418920
	 	 	0923277	 
	 
	 	 	 	 	 	 	 	 	 	 
	Eagle Consolidation LLC

	 	Delaware
	 	Limited Liability

Company
	 	45-2464286
	 	 	4988402	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ethanol Management Company LLC

	 	Delaware
	 	Limited Liability

Company
	 	84-0933639
	 	 	5004637	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier El Dorado Refining LLC

	 	Delaware
	 	Limited Liability

Company
	 	91-2002334
	 	 	3098810	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier Holdings LLC

	 	Delaware
	 	Limited Liability

Company
	 	13-3504072
	 	 	4236542	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier Oil and Refining
Company LLC

	 	Delaware
	 	Limited Liability

Company
	 	84-1018461
	 	 	2079482	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier Oil Corporation

	 	Wyoming
	 	Corporation
	 	74-1895085
	 	 	1980-000139666	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier Pipeline LLC

	 	Delaware
	 	Limited Liability

Company
	 	93-1023412
	 	 	2202550	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier Refining & Marketing 

LLC

	 	Delaware
	 	Limited Liability

Company
	 	22-2899938
	 	 	2163960	 
	 
	 	 	 	 	 	 	 	 	 	 
	Frontier Refining LLC

	 	Delaware
	 	Limited Liability

Company
	 	22-2899378
	 	 	2163962	 






SCHEDULE 4 - 1









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Federal Tax	 	Organization
	 	 	Jurisdiction of	 	 	 	Identification	 	Identification
	Legal Name	 	Organization	 	Type of Entity	 	Number	 	Number
	Holly Biofuels LLC

	 	Delaware
	 	Limited Liability

Company
	 	90-0708910
	 	 	4973339	 
	 
	 	 	 	 	 	 	 	 	 	 
	HollyFrontier Corporation

	 	Delaware
	 	Corporation
	 	75-1056913
	 	 	0410607	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Payroll Services, Inc.

	 	Delaware
	 	Corporation
	 	20-3697326
	 	 	4052098	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Petroleum, Inc.

	 	Delaware
	 	Corporation
	 	75-2278460
	 	 	2179734	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Realty, LLC

	 	Delaware
	 	Limited Liability

Company
	 	27-0324981
	 	 	4684449	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Refining & Marketing 

Company LLC

	 	Delaware
	 	Limited Liability

Company
	 	20-2008139
	 	 	3895432	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Refining & Marketing —
Tulsa LLC

	 	Delaware
	 	Limited Liability

Company
	 	26-4397673
	 	 	4660942	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Refining & Marketing
Company — Woods Cross LLC

	 	Delaware
	 	Limited Liability

Company
	 	61-1443519
	 	 	3626422	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Refining Communications,
Inc.

	 	Delaware
	 	Corporation
	 	30-0153958
	 	 	3630484	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Transportation LLC

	 	Delaware
	 	Limited Liability

Company
	 	26-3857253
	 	 	4618058	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly UNEV Pipeline Company

	 	Delaware
	 	Corporation
	 	26-1123552
	 	 	4407728	 
	 
	 	 	 	 	 	 	 	 	 	 
	Holly Western Asphalt Company

	 	Delaware
	 	Corporation
	 	20-2247613
	 	 	3914058	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hollymarks, LLC

	 	Delaware
	 	Limited Liability

Company
	 	27-0325040
	 	 	4684446	 
	 
	 	 	 	 	 	 	 	 	 	 
	HRM Montana LLC

	 	Montana
	 	Limited Liability

Company
	 	74-2319946
	 	 	A16922	 
	 
	 	 	 	 	 	 	 	 	 	 
	HRM Realty, LLC

	 	Delaware
	 	Limited Liability

Company
	 	27-0325063
	 	 	4684448	 
	 
	 	 	 	 	 	 	 	 	 	 
	LEA Refining Company

	 	Delaware
	 	Corporation
	 	75-1520093
	 	 	827851	 






SCHEDULE 4 - 2









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Federal Tax	 	Organization
	 	 	Jurisdiction of	 	 	 	Identification	 	Identification
	Legal Name	 	Organization	 	Type of Entity	 	Number	 	Number
	Montana Retail Company LLC

	 	Delaware
	 	Limited Liability

Company
	 	75-2755370
	 	 	2850166	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Holdings, Inc.

	 	New Mexico
	 	Corporation
	 	85-0284908
	 	 	1060094	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Northern, Inc.

	 	Nevada
	 	Corporation
	 	75-1590700
	 	 	C1148-1978	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Pipeline Co., L.P.

	 	Delaware
	 	Limited Partnership
	 	75-1611333
	 	 	855544	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Pipeline GP, L.L.C.

	 	Delaware
	 	Limited Liability

Company
	 	52-2364943
	 	 	3418355	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Pipeline LP, L.L.C.

	 	Delaware
	 	Limited Liability

Company
	 	85-0484420
	 	 	3418494	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Delaware
	 	Limited Liability

Company
	 	85-0301920
	 	 	4380177	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Refining GP, L.L.C.

	 	Delaware
	 	Limited Liability

Company
	 	75-2967465
	 	 	3418360	 
	 
	 	 	 	 	 	 	 	 	 	 
	Navajo Western Asphalt Company

	 	New Mexico
	 	Corporation
	 	85-0228825
	 	 	786129	 
	 
	 	 	 	 	 	 	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	New Mexico
	 	General Partnership
	 	85-0471346
	 	GPD2000071301







(b) Prior names of each Grantor over the past five (5) years:




	 	 	 	 	 
	Legal Name of Grantor	 	Date of Change	 	Description of Name Change
	Navajo Refining Company, L.L.C.

	 	June 29, 2007
	 	Navajo Refining Company,
L.P., a Delaware limited
partnership, merged into
Navajo Refining Company,
L.L.C.,
	 
	 	 	 	 
	 

	 	 	 	a Delaware
limited liability
company.






SCHEDULE 4 - 3









 






	 	 	 	 	 
	Legal Name of Grantor	 	Date of Change	 	Description of Name Change
	HRM Montana LLC

	 	July 17, 2009
	 	Montana Refining
Corporation, a
Partnership, a Montana
general partnership,
changed its name to HRM
Montana, a Montana
general partnership.
	 
	 	 	 	 
	 

	 	June 30, 2011
	 	HRM Montana, a Montana
general partnership
converted to a Montana
limited liability company
and changed its name to
HRM Montana LLC.
	 
	 	 	 	 
	Holly Refining & Marketing —
Tulsa LLC

	 	May 19, 2009
	 	Holly Refining &
Marketing — MidCon,
L.L.C., a Delaware
limited liability company
changed its name to Holly
Refining & Marketing
Company — Tulsa LLC, a
Delaware limited
liability company.
	 
	 	 	 	 
	Holly Transportation LLC

	 	October 28, 2010
	 	Holly Trucking, L.L.C., a
Delaware limited
liability company changed
its name to Holly
Transportation LLC, a
Delaware limited
liability company.
	 
	 	 	 	 
	Holly Refining & Marketing 

Company LLC

	 	December 31, 2010
	 	Holly Refining &
Marketing Company, a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Holly Refining &
Marketing Company LLC.
	 
	 	 	 	 
	Holly Refining & Marketing
Company — Woods Cross LLC

	 	December 31, 2010
	 	Holly Refining &
Marketing Company —
Woods Cross, a Delaware
corporation converted to
a Delaware limited
liability company and
changed its name to Holly
Refining & Marketing
Company — Woods Cross
LLC.
	 
	 	 	 	 
	 

	 	May 31, 2011
	 	Woods Cross Refining
Company, L.L.C., a
Delaware limited
liability company, merged
into Holly Refining &
Marketing Company —
Woods Cross LLC.
	 
	 	 	 	 
	Montana Retail Company LLC

	 	May 29, 2011
	 	Montana Retail
Corporation, a Delaware
corporation converted to
a Delaware limited
liability company and
changed its name to
Montana Retail Company
LLC.






SCHEDULE 4 - 4









 






	 	 	 	 	 
	Legal Name of Grantor	 	Date of Change	 	Description of Name Change
	 
	 	 	 	 
	Eagle Consolidation LLC

	 	May 31, 2011
	 	Holly Utah Holdings,
Inc., a Delaware
corporation, N148H
	 

	 	 	 	Exchange, LLC, a Delaware
limited liability
company, and N560B
Exchanges, LLC, a
Delaware limited
liability company, each
merged into Eagle
Consolidation LLC.
	 
	 	 	 	 
	 

	 	June 30, 2011
	 	Navajo Crude Oil
Purchasing, Inc., a
Delaware corporation,
merged into Eagle
Consolidation LLC.
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	May 31, 2011
	 	Lorefco, Inc., a Delaware
corporation, merged into
Navajo Refining Company,
L.L.C.
	 
	 	 	 	 
	HollyFrontier Corporation

	 	May 31, 2011
	 	Navajo Refining L.P.,
L.L.C., a Delaware
limited liability
company, merged into
HollyFrontier
Corporation, formerly
known as Holly
Corporation,.
	 
	 	 	 	 
	Navajo Pipeline Co., L.P.

	 	May 31, 2011
	 	Porcupine Ridge Pipeline,
LLC, a Delaware limited
liability company, merged
into Navajo Pipeline Co.,
L.P.
	 
	 	 	 	 
	Ethanol Management Company LLC

	 	June 30, 2011
	 	Ethanol Management
Company, a Colorado
corporation converted to
a Delaware limited
liability company and
changed its name to
Ethanol Management
Company LLC.
	 
	 	 	 	 
	Frontier El Dorado Refining LLC

	 	June 30, 2011
	 	Frontier El Dorado
Refining Company, a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier El Dorado
Refining LLC.
	 
	 	 	 	 
	Frontier Holdings LLC

	 	June 30, 2011
	 	Frontier Holdings Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Holdings LLC.
	 
	 	 	 	 
	Frontier Oil and Refining
Company LLC

	 	June 30, 2011
	 	Frontier Oil and Refining
Company, a Delaware
corporation converted to
a Delaware limited
liability company and
changed its name to
Frontier Oil and Refining
Company LLC.
	 
	 	 	 	 
	Frontier Pipeline LLC

	 	June 30, 2011
	 	Frontier Pipeline Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
	 
	 	 	 	 
	 

	 	 	 	Frontier Pipeline LLC.






SCHEDULE 4 - 5









 






	 	 	 	 	 
	Legal Name of Grantor	 	Date of Change	 	Description of Name Change
	Frontier Refining & Marketing 

LLC

	 	June 30, 2011
	 	Frontier Refining &
Marketing Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Refining &
Marketing LLC.
	 
	 	 	 	 
	Frontier Refining LLC

	 	June 30, 2011
	 	Frontier Refining Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Refining LLC.
	 
	 	 	 	 
	HollyFrontier Corporation

	 	July 1, 2011
	 	Holly Corporation, a
Delaware corporation,
changed its name to
HollyFrontier
Corporation.






(c) Chief executive office of each Grantor:




	 	 	 
	Grantor	 	Address of Chief Executive Office
	All Grantors except those listed below:

	 	2828 N. Harwood
	 

	 	Suite 1300
	 

	 	Dallas, TX 75201
	 
	 	 
	Navajo Pipeline LP, L.L.C.

	 	501 East Main
	NK Asphalt Partners d/b/a/ Holly

	 	Artesia, NM 88210
	Asphalt Company
	 	 







SCHEDULE 4 - 6











 





Schedule 5




LOCATION OF INVENTORY




Parcels of Real Property owned by a Group Member:




	 	 	 	 	 
	Name of Group Member	 	Location	 	Description of Assets
	Navajo Refining Company, L.L.C.

	 	501 E. Main St.


Artesia, NM 88210


Eddy County, NM
	 	Inventory

Artesia refinery
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	501 E. Main St.


Artesia, NM 88210


Eddy County, NM
	 	Inventory
Diesel storage — Trucking
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	7406 South Main St.


Lovington, NM 88260


Lea County, NM
	 	Inventory

Lovington refinery
	 
	 	 	 	 
	Holly Refining & Marketing
Company — Woods Cross LLC

	 	393 South 800 West

Woods Cross, UT 84087

Davis County, UT
	 	Inventory — Refinery
	 
	 	 	 	 
	NK Asphalt Partners d/b/a
Holly Asphalt Company

	 	7110 W. Northern Avenue


Glendale, AZ 85303


Maricopa County, AZ
	 	Inventory Terminal
	 
	 	 	 	 
	NK Asphalt Partners d/b/a
Holly Asphalt Company

	 	4949 Edith Blvd. NE


Albuquerque, NM 87107


Bernalillo County, NM
	 	Inventory Terminal
	 
	 	 	 	 
	NK Asphalt Partners d/b/a
Holly Asphalt Company

	 	2411 N. Freeman


Artesia, NM 88210


Eddy County, NM
	 	Inventory Terminal






SCHEDULE 5 - 1









 






	 	 	 	 	 
	Name of Group Member	 	Location	 	Description of Assets
	NK Asphalt Partners d/b/a
Holly Asphalt Company

	 	131 S. 57th Avenue


Phoenix, AZ 85043


Maricopa County, AZ
	 	Inventory Terminal
	 
	 	 	 	 
	NK Asphalt Partners d/b/a
Holly Asphalt Company

	 	1611 Marshall St.


Lubbock, TX 79403


Lubbock County, TX
	 	Inventory Terminal
	 
	 	 	 	 
	Holly Refining & Marketing —
Tulsa LLC

	 	1700 S. Union Ave


Tulsa, OK 74107


Tulsa County, OK
	 	Inventory

Tulsa Refinery
	 
	 	 	 	 
	Holly Refining & Marketing —
Tulsa LLC

	 	902 West 25th Street

Tulsa, OK 74101



Tulsa County, OK
	 	Inventory

Tulsa Refinery
	 
	 	 	 	 
	Frontier El Dorado Refining LLC

	 	1401 Douglas Road

El Dorado, KS 67042

Butler County, KS
	 	Inventory

El Dorado Refinery
	 
	 	 	 	 
	Frontier Refining LLC

	 	2700 E. 5th Street


Cheyenne, WY 82007


Laramie County, WY
	 	Inventory

Cheyenne Refinery
	 
	 	 	 	 
	Ethanol Management Company LLC

	 	8501 East 96th Avenue

Henderson, CO 80640
	 	Inventory Terminal






Parcels of Real Property leased by a Group Member:




	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Williams
	 	Conway, KS
	 	Inventory

Off-Site Storage
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	Enterprise Products
Partners, L.P.
	 	Hobbs, NM
	 	Inventory Terminal






SCHEDULE 5 - 2









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &
Marketing Company LLC

	 	Enterprise Products
Partners, L.P.
	 	Conway, KS, to Hobbs, NM
	 	Inventory

In transit
	 
	 	 	 	 	 	 
	Navajo Refining Company,
L.L.C.

	 	HEP Refining, L.L.C.
	 	Moriarty, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Navajo Refining Company,
L.L.C.

	 	Sacramento Energy
	 	Loco Hills, NM
	 	Inventory

Off-Site Storage
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM, to Artesia,
NM
	 	Inventory
8” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM, to Artesia,
NM
	 	Inventory
10” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Pipeline Assets,

Limited Partnership
	 	Artesia, NM, to El Paso, TX
	 	Inventory
6” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Pipeline Assets,

Limited Partnership
	 	Artesia, NM,
to Orla, TX,
to El Paso, TX
	 	Inventory
8/12/8” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	Enterprise Products


Partners, L.P. (1)
	 	Artesia, NM, to
Bloomfield, NM
	 	Inventory
12/8” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	Leased by HEP
Pipeline, L.L.C., from
City of Roswell, NM
	 	Roswell, NM
	 	Inventory

Terminal
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM, to Roswell, NM
	 	Inventory
4” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Refining, L.L.C.
	 	Bloomfield, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	Plains Pipeline Company
	 	El Paso, TX, to
Albuquerque, NM
	 	Inventory

Plains Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &
Marketing Company LLC

	 	HEP Refining Assets,
L.P.
	 	El Paso, TX

El Paso County, TX
	 	Inventory Terminal






SCHEDULE 5 - 3









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan Energy
Partners, L.P.’s SFPP,
L.P.
	 	El Paso, TX, to Phoenix, AZ
	 	Inventory

Kinder Morgan Pipeline

Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Refining, L.L.C.
	 	Tucson, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Chevron Pipeline Co.
	 	Albuquerque, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Western Refining
	 	Albuquerque, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Western Refining
	 	El Paso, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan Energy
Partners, L.P.’s SFPP,
L.P.
	 	Tucson, AZ
	 	Inventory

Community Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan Energy
Partners, L.P.’s SFPP,
L.P.
	 	Phoenix, AZ
	 	Inventory

Community Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Arizona Petroleum
	 	Tucson, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Caljet
	 	Phoenix, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan
	 	Phoenix, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Pro Petroleum
	 	Phoenix, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Chevron Pipeline

Company
	 	Woods Cross, UT, to
Spokane, WA
	 	Inventory

Chevron Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Woods Cross,
L.L.C., and Sinclair
each own a 50%
interest
	 	Boise, ID

Ada County, ID
	 	Inventory Terminal





 SCHEDULE 5 - 4









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Boise, ID

Ada County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Woods Cross,
L.L.C., and Sinclair
each own a 50%
interest
	 	Burley, ID

Cassion County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Pocatello, ID Bannock

County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Pasco, WA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Woods Cross, L.L.C.
	 	Spokane, WA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	UNEV Pipeline, L.L.C.
	 	Cedar City, UT
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Teppco
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Sunoco Logistics
	 	Tulsa, OK
	 	Inventory Terminal
and Pipeline
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Magellan
	 	Tulsa, OK
Pleasant Hill, IA
Ft. Smith, AR
Kansas City, KS
St. Paul, MN
Oklahoma City, OK
Omaha, NE
Sioux City, IA
Sioux Falls, SD
and certain other
immaterial locations
throughout the
mid-continent region in
the Magellan mid-continent
pipeline.
	 	Inventory Terminals
and Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kansas City

International Airport
	 	Kansas City, MO
	 	Inventory Terminal






SCHEDULE 5 - 5









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Omaha Airport Authority
	 	Omaha, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Transflo
	 	Atlanta, GA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Alon USA
	 	Big Spring, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	PetroSource
	 	Catoosa, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Sunoco Logistics
	 	Cleveland, OH
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Truck Rail Handling
	 	Fremont, CA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Southeast Fleet Service
	 	Lexington, NC
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Transflo
	 	North Haven, CT
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM
	 	Line Fill
8” Lovington — Beeson
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Roadrunner Pipeline
L.L.C. (owned by HEP)
	 	Artesia, NM
	 	Line Fill

Roadrunner PL
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington/Artesia, NM
	 	Line Fill
16” Beeson — Lovington PL






SCHEDULE 5 - 6









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan
	 	Tucson, AZ
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Keystone
	 	Hardisty, AB
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Plains Pipeline
	 	Tulsa, OK
	 	Inventory

Tank Farm
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Coffeyville Resources
	 	Phillipsburg, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	OneOK
	 	Conway, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	York Rail
	 	York, PA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Stolthaven
	 	Houston, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Centurion Pipeline
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Centurion Pipeline
	 	Slaughter, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enbridge
	 	Flanagan, IL
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Husky PL
	 	Hardisty, AB
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enbridge Pipeline
	 	Cushing, OK
	 	Inventory Terminal






SCHEDULE 5 - 7









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Plains Pipeline
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enterprise PL
	 	Midland, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Ventura
	 	Wilmington, CA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Transflo
	 	Cleveland, OH
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Texas City Oil Tanking
	 	Texas City, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Coralville, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Waterloo, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Columbia, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Palmyra, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Clear Lake, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Watertown, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	West Fargo, ND
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Grand Forks, ND
	 	Inventory Terminal
	 
	 	 	 	 	 	 





SCHEDULE 5 - 8









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Doniphan, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Topeka, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Dubuque, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Carthage, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Brookline, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Milford, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Great Bend, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Scott City, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Aurora, CO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Wathena, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Valley Center, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Roca, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Riverdale, IA
	 	Inventory Terminal






SCHEDULE 5 - 9









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Oklahoma City, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Salina, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Concordia, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Geneva, NB
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Osceola, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Norfolk, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Yankton, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Mitchell, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Wolsey, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Aberdeen, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Jamestown, ND
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Le Mars, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Milford, IA
	 	Inventory Terminal






SCHEDULE 5 - 10









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Hutchinson, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Columbus, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Sioux Falls, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	North Platte, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Hutchinson, KS, to
Jamestown, ND
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Sidney
	 	Sidney, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Sidney
	 	Sidney, NE
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Rocky Mountain
	 	Rapid City, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Rocky Mountain
	 	Cheyenne, WY
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Rocky Mountain
	 	DuPont, CO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Rocky Mountain
	 	Fountain, CO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Rocky Mountain
	 	Cheyenne, WY
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Sinclair Pipeline
	 	Denver, CO
	 	Line Fill






SCHEDULE 5 - 11









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Frontier Pipeline
	 	Denver, CO
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	True Oil
	 	Baker, MT
	 	Crude Inventory

Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains
	 	Casper, WY
	 	Crude Inventory

Big Horn PL System
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Kinder Morgan
	 	Hardisty, AB, to
Casper, WY
	 	Crude Inventory

Express Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Kinder Morgan
	 	Buffalo, MT
	 	Crude Inventory

Station on Express PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Centennial Pipeline
	 	Guernsey to Cheyenne, WY
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	BP
	 	Illinois
	 	Crude Inventory

ChiCap Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Enbridge
	 	Cushing, OK
	 	Crude Inventory

Spearhead PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan
	 	Cushing, OK
	 	Crude Inventory

Magellan/BP Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan
	 	Cushing, OK
	 	Crude Inventory

Magellan Osage Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Enterprise
	 	Cushing, OK
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains
	 	Cushing, OK
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Sem Group
	 	Cushing, OK
	 	Crude Inventory

Terminal






SCHEDULE 5 - 12








 







	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Inter Pipeline Fund
	 	Edmonton, AB
	 	Crude Inventory

Inter Cold Lake West PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Enbridge
	 	El Dorado, KS
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Enterprise
	 	Freeport, TX
	 	Crude Inventory

Seaway PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	True Oil
	 	Fryburg, ND
	 	Crude Inventory

Four Bears Pipeline

(fka Little Missouri Line)
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains
	 	Ft. Laramie, WY
	 	Crude Inventory

Plains Cheyenne PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains
	 	Ft. Laramie, WY
	 	Crude Inventory

Plains Salt Lake System
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	True Oil
	 	Guernsey, WY
	 	Crude Inventory

Belle Fourche PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	True Oil
	 	Guernsey, WY
	 	Crude Inventory

Guernsey Station
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Eighty Eight Oil

Storage
	 	Guernsey, WY
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Kinder Morgan
	 	Guernsey, WY
	 	Crude Inventory

Platte Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Inter Fund Pipeline
	 	Hardisty, AB
	 	Crude Inventory

Inter Cold Lake South PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Husky Pipeline
	 	Hardisty, AB
	 	Crude Inventory
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Jayhawk Pipeline
	 	McPherson, KS
	 	Crude Inventory






SCHEDULE 5 - 13









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Plains
	 	Midland, TX
	 	Crude Inventory

Plains Basin PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Enterprise
	 	Midland, TX
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	True Oil
	 	Poplar, MT
	 	Crude Inventory

Bridger PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Suncor Pipeline
	 	Denver, CO
	 	Crude Inventory
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Sunoco Pipeline
	 	Texas
	 	Crude Inventory

Sun PL Central Texas








 




			
	(1)	 	A Subsidiary of HEP owns the Artesia to White Lakes Junction segment of the Artesia to
Moriarty pipeline. The White Lakes Junction to Moriarty segment and the Moriarty to Bloomfield
Pipeline is leased from Enterprise Products Partners, L.P. under a long-term lease agreement.






SCHEDULE 5 - 14












 





Schedule 6




BAILEES AND WAREHOUSEMEN




Parcels of Real Property leased by a Group Member:




	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Williams
	 	Conway, KS
	 	Inventory

Off-Site Storage
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enterprise Products
Partners, L.P.
	 	Hobbs, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enterprise Products
Partners, L.P.
	 	Conway, KS, to Hobbs, NM
	 	Inventory

In transit
	 
	 	 	 	 	 	 
	Navajo Refining Company,
L.L.C.

	 	HEP Refining, L.L.C.
	 	Moriarty, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Navajo Refining Company,
L.L.C.

	 	Sacramento Energy
	 	Loco Hills, NM
	 	Inventory

Off-Site Storage
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM, to Artesia,
NM
	 	Inventory
8” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM, to Artesia,
NM
	 	Inventory
10” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline Assets,

Limited Partnership
	 	Artesia, NM, to El Paso, TX
	 	Inventory
6” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline Assets,

Limited Partnership
	 	Artesia, NM,
to Orla, TX,
to El Paso, TX
	 	Inventory
8/12/8” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enterprise Products
Partners, L.P. (1)
	 	Artesia, NM, to
Bloomfield, NM
	 	Inventory
12/8” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Leased by HEP
Pipeline, L.L.C., from
City of Roswell, NM
	 	Roswell, NM
	 	Inventory

Terminal






SCHEDULE 6 - 1 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM, to Roswell, NM
	 	Inventory
4” Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Refining, L.L.C.
	 	Bloomfield, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Plains Pipeline Company
	 	El Paso, TX, to
Albuquerque, NM
	 	Inventory

Plains Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Refining Assets,
L.P.
	 	El Paso, TX

El Paso County, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan Energy
Partners, L.P.’s SFPP,
L.P.
	 	El Paso, TX, to Phoenix, AZ
	 	Inventory

Kinder Morgan Pipeline

Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Refining, L.L.C.
	 	Tucson, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Chevron Pipeline Co.
	 	Albuquerque, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Western Refining
	 	Albuquerque, NM
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Western Refining
	 	El Paso, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan Energy
Partners, L.P.’s SFPP,
L.P.
	 	Tucson, AZ
	 	Inventory

Community Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan Energy
Partners, L.P.’s SFPP,
L.P.
	 	Phoenix, AZ
	 	Inventory

Community Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Arizona Petroleum
	 	Tucson, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Caljet
	 	Phoenix, AZ
	 	Inventory Terminal






SCHEDULE 6 - 2 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan
	 	Phoenix, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Pro Petroleum
	 	Phoenix, AZ
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Chevron Pipeline

Company
	 	Woods Cross, UT, to
Spokane, WA
	 	Inventory

Chevron Pipeline Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Woods Cross,
L.L.C., and Sinclair
each own a 50%
interest
	 	Boise, ID

Ada County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Boise, ID

Ada County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Woods Cross,
L.L.C., and Sinclair
each own a 50%
interest
	 	Burley, ID

Cassion County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Pocatello, ID Bannock

County, ID
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Northwest Terminalling
Company (subsidiary of
Chevron)
	 	Pasco, WA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Woods Cross, L.L.C.
	 	Spokane, WA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	UNEV Pipeline, L.L.C.
	 	Cedar City, UT
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Teppco
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Sunoco Logistics
	 	Tulsa, OK
	 	Inventory Terminal
and Pipeline
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Magellan
	 	Tulsa, OK
Pleasant Hill, IA
Ft. Smith, AR
Kansas City, KS
St. Paul, MN
Oklahoma City, OK
Omaha, NE
Sioux City, IA
Sioux Falls, SD
and certain other
immaterial locations
throughout the
mid-continent region in
the Magellan mid-continent
pipeline.
	 	Inventory Terminals
and Line Fill






SCHEDULE 6 - 3 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Kansas City

International Airport
	 	Kansas City, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Omaha Airport Authority
	 	Omaha, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Transflo
	 	Atlanta, GA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Alon USA
	 	Big Spring, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	PetroSource
	 	Catoosa, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Sunoco Logistics
	 	Cleveland, OH
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Truck Rail Handling
	 	Fremont, CA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Southeast Fleet Service
	 	Lexington, NC
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Transflo
	 	North Haven, CT
	 	Inventory Terminal






SCHEDULE 6 - 4 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington, NM
	 	Line Fill
8” Lovington — Beeson
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Roadrunner Pipeline
L.L.C. (owned by HEP)
	 	Artesia, NM
	 	Line Fill

Roadrunner PL
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Lovington/Artesia, NM
	 	Line Fill
16” Beeson — Lovington PL
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Kinder Morgan
	 	Tucson, AZ
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Keystone
	 	Hardisty, AB
	 	Line Fill
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Plains Pipeline
	 	Tulsa, OK
	 	Inventory Tank Farm
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Coffeyville Resources
	 	Phillipsburg, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	OneOK
	 	Conway, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	York Rail
	 	York, PA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Stolthaven
	 	Houston, TX
	 	Inventory Terminal






SCHEDULE 6 - 5 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Holly Refining &

Marketing Company LLC

	 	Centurion Pipeline
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Centurion Pipeline
	 	Slaughter, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enbridge
	 	Flanagan, IL
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Husky PL
	 	Hardisty, AB
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enbridge Pipeline
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Plains Pipeline
	 	Cushing, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Enterprise PL
	 	Midland, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Ventura
	 	Wilmington, CA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Transflo
	 	Cleveland, OH
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Holly Refining &

Marketing Company LLC

	 	Texas City Oil Tanking
	 	Texas City, TX
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Coralville, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Waterloo, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Columbia, MO
	 	Inventory Terminal







SCHEDULE 6 - 6 











 





	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Palmyra, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Clear Lake, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Watertown, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	West Fargo, ND
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Grand Forks, ND
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Doniphan, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Topeka, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Dubuque, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Carthage, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Brookline, MO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Milford, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Great Bend, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Scott City, KS
	 	Inventory Terminal






SCHEDULE 6 - 7









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Aurora, CO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Wathena, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Valley Center, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Roca, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Riverdale, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Magellan Pipeline
	 	Oklahoma City, OK
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Salina, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Concordia, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Geneva, NB
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Osceola, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Norfolk, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Yankton, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Mitchell, SD
	 	Inventory Terminal






SCHEDULE 6 - 8









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Wolsey, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Aberdeen, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Jamestown, ND
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Le Mars, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Milford, IA
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Hutchinson, KS
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Columbus, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Sioux Falls, SD
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	North Platte, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Nustar
	 	Hutchinson, KS, to 

 Jamestown, ND
	 	 Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Sidney
	 	Sidney, NE
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Sidney
	 	Sidney, NE
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company LLC

	 	Plains Rocky Mountain
	 	Rapid City, SD
	 	Inventory Terminal







SCHEDULE 6 - 9











 





	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company
LLC

	 	Plains Rocky Mountain
	 	Cheyenne, WY
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains Rocky Mountain
	 	DuPont, CO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains Rocky Mountain
	 	Fountain, CO
	 	Inventory Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains Rocky Mountain
	 	Cheyenne, WY
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Sinclair Pipeline
	 	Denver, CO
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Frontier Pipeline
	 	Denver, CO
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	True Oil
	 	Baker, MT
	 	Crude Inventory

Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains
	 	Casper, WY
	 	Crude Inventory

Big Horn PL System
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Kinder Morgan
	 	Hardisty, AB, to
Casper, WY
	 	Crude Inventory

Express Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Kinder Morgan
	 	Buffalo, MT
	 	Crude Inventory

Station on Express PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Centennial Pipeline
	 	Guernsey to Cheyenne, WY
	 	Line Fill
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	BP
	 	Illinois
	 	Crude Inventory

ChiCap Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Enbridge
	 	Cushing, OK
	 	Crude Inventory

Spearhead PL





SCHEDULE 6 — 10




 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company
LLC

	 	Magellan
	 	Cushing, OK
	 	Crude Inventory

Magellan/BP Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Magellan
	 	Cushing, OK
	 	Crude Inventory

Magellan Osage Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Enterprise
	 	Cushing, OK
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains
	 	Cushing, OK
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Sem Group
	 	Cushing, OK
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Inter Pipeline Fund
	 	Edmonton, AB
	 	Crude Inventory

Inter Cold Lake West PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Enbridge
	 	El Dorado, KS
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Enterprise
	 	Freeport, TX
	 	Crude Inventory

Seaway PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	True Oil
	 	Fryburg, ND
	 	Crude Inventory

Four Bears Pipeline

(fka Little Missouri Line)
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains
	 	Ft. Laramie, WY
	 	Crude Inventory

Plains Cheyenne PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains
	 	Ft. Laramie, WY
	 	Crude Inventory

Plains Salt Lake System
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	True Oil
	 	Guernsey, WY
	 	Crude Inventory

Belle Fourche PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	True Oil
	 	Guernsey, WY
	 	Crude Inventory

Guernsey Station







SCHEDULE 6 — 11




 









 






	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	Frontier Oil and
Refining Company
LLC

	 	Eighty Eight Oil

Storage
	 	Guernsey, WY
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Kinder Morgan
	 	Guernsey, WY
	 	Crude Inventory

Platte Pipeline
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Inter Fund Pipeline
	 	Hardisty, AB
	 	Crude Inventory

Inter Cold Lake South PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Husky Pipeline
	 	Hardisty, AB
	 	Crude Inventory
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Jayhawk Pipeline
	 	McPherson, KS
	 	Crude Inventory
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Plains
	 	Midland, TX
	 	Crude Inventory

Plains Basin PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Enterprise
	 	Midland, TX
	 	Crude Inventory

Terminal
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	True Oil
	 	Poplar, MT
	 	Crude Inventory

Bridger PL
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Suncor Pipeline
	 	Denver, CO
	 	Crude Inventory
	 
	 	 	 	 	 	 
	Frontier Oil and
Refining Company
LLC

	 	Sunoco Pipeline
	 	Texas
	 	Crude Inventory

Sun PL Central Texas








 




			
	(1)	 	A Subsidiary of HEP owns the Artesia to White Lakes Junction segment of the Artesia to
Moriarty pipeline. The White Lakes Junction to Moriarty segment and the Moriarty to Bloomfield
Pipeline is leased from Enterprise Products Partners, L.P. under a long-term lease agreement.





SCHEDULE 6 — 12



 









 





Schedule 7




TRANSMITTING UTILITIES





	1.	 	Navajo Pipeline Co., L.P.
	 
	2.	 	Navajo Pipeline GP, L.L.C.
	 
	3.	 	Navajo Refining Company, L.L.C.
	 
	4.	 	Frontier Pipeline LLC
	 
	5.	 	Holly Refining & Marketing — Tulsa LLC
	 
	6.	 	Holly Refining & Marketing Company — Woods Cross LLC







SCHEDULE 7 — 1




 









 





Schedule 8




MERGERS, CONVERSIONS AND NAME CHANGES




	 	 	 
	Name of Grantor	 	Changes by close of business (July 1, 2011)
	Black Eagle, Inc.

	 	Black Eagle Inc. converts to a single
member Delaware limited liability company.
	 
	 	 
	Eagle Consolidation LLC

	 	This is the surviving entity from the
merger between Frontier Refining LLC and
Eagle Consolidation LLC.
	 
	 	 
	Frontier Holdings LLC

	 	Frontier Holdings LLC distributes its
equity interests in Frontier Refining &
Marketing LLC to HollyFrontier Corporation
and then merges into Eagle Consolidation
LLC with Eagle Consolidation LLC as the
surviving entity.
	 
	 	 
	Frontier Oil and Refining Company LLC

	 	Frontier Oil and Refining Oil Company LLC
distributes its equity interests in
Ethanol Management Company LLC to
HollyFrontier Corporation and then merges
into Holly Refining & Marketing Company
LLC.
	 
	 	 
	Frontier Oil Corporation

	 	Frontier Oil Corporation merges into
HollyFrontier Corporation and
HollyFrontier Corporation is the surviving
entity.
	 
	 	 
	Frontier Refining & Marketing LLC

	 	Frontier Refining & Marketing LLC
distributes its equity interests in
Frontier Refining LLC, Frontier Oil and
Refining Company LLC, Frontier Pipeline
LLC and Frontier El Dorado Refining LLC to
HollyFrontier Corporation.
	 
	 	 
	Holly Payroll Services, Inc.

	 	Holly Payroll Services, Inc. changes its
name to HollyFrontier Payroll Services,
Inc.
	 
	 	 
	Holly Refining & Marketing Company LLC

	 	Holly Refining & Marketing Company LLC
changes its name to HollyFrontier Refining
& Marketing LLC
	 
	 	 
	HRM Montana LLC

	 	HRM Montana LLC merges into Black Eagle,
Inc. with Black Eagle, Inc. as the
surviving entity.
	 
	 	 
	Montana Retail Company LLC

	 	Montana Retail Company LLC merges into
Eagle Consolidation LLC with Eagle
Consolidation LLC as the surviving entity.
	 
	 	 
	Navajo Northern, Inc.

	 	Navajo Northern, Inc. merges into Black
Eagle, Inc. with Black Eagle, Inc. as the
surviving entity.






SCHEDULE 8 — 1





 











 





EXHIBIT A




FORM OF JOINDER AGREEMENT




     This JOINDER AGREEMENT (this “Agreement”) dated as of [______] is executed by the
undersigned for the benefit of Union Bank, N.A., in its capacity as administrative agent and
collateral agent for the Lenders and the Issuing Banks (“Administrative Agent”), in
connection with that certain Guarantee and Collateral Agreement dated as of July 1, 2011 among the
Grantors party thereto and Administrative Agent (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Guarantee and Collateral
Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined
in the Guarantee and Collateral Agreement.



     Each Person signatory hereto is required to execute this Agreement pursuant to Section
8.14 of the Guarantee and Collateral Agreement and Section 8.11 of the Credit Agreement.



     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each signatory hereby agrees as follows:



     1. Each such Person assumes all the obligations of a Grantor and a Guarantor under the
Guarantee and Collateral Agreement and agrees that such Person is a Grantor and a Guarantor and
bound as a Grantor and a Guarantor under the terms of the Guarantee and Collateral Agreement, as if
it had been an original signatory to the Guarantee and Collateral Agreement. In furtherance of the
foregoing, such Person hereby (i) assigns, pledges and grants to Administrative Agent for the
benefit of the Secured Parties a security interest in all of its right, title and interest in and
to the Collateral now owned or hereafter acquired by it, wherever located as collateral security
for the prompt and complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations and (ii) unconditionally and irrevocably guarantees,
as primary obligor and not merely as surety, to Administrative Agent, for the ratable benefit of
the Secured Parties and their respective successors, indorsees, transferees, and assigns, the
prompt and complete payment and performance by each of the Loan Parties when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations.



     2. Schedules 1, 2, 3, 4, 5, 6 and 7 of the Guarantee and Collateral Agreement are hereby
amended to add the information relating to each such Person set out on Schedules 1, 2, 3, 4, 5, 6
and 7 respectively, hereof. Each such Person hereby makes to Administrative Agent the
representations and warranties set forth in the Guarantee and Collateral Agreement applicable to
such Person and the applicable Collateral and confirms that such representations and warranties are
true and correct after giving effect to such amendment to such Schedules.



     3. In furtherance of its obligations under Section 5.5 of the Guarantee and Collateral
Agreement, each such Person agrees to execute and deliver to Administrative Agent appropriately
complete UCC financing statements naming such person or entity as debtor and Administrative Agent
as secured party, and describing its Collateral and shall promptly and duly authorize, execute and
deliver, and have recorded, such other instruments and documents as



 









 




Administrative Agent may reasonably request for the purpose of obtaining or preserving the
full benefits of the Guarantee and Collateral Agreement, as modified hereby and the rights and
powers therein granted.




     4. Each such Person’s address and fax number for notices under the Guarantee and Collateral
Agreement shall be the address and fax number as set forth on Schedule 1 attached hereto.



     5. This Agreement shall be deemed to be part of, and a modification to, the Guarantee and
Collateral Agreement and shall be governed by all the terms and provisions of the Guarantee and
Collateral Agreement, with respect to the modifications intended to be made to such agreement,
which terms are incorporated herein by reference, are ratified and confirmed and shall continue in
full force and effect as valid and binding agreements of each such person or entity enforceable
against such person or entity. Each such person or entity hereby waives notice of Administrative
Agent’s acceptance of this Agreement. Each such person or entity will deliver an executed original
of this Agreement to Administrative Agent.



[SIGNATURE PAGE FOLLOWS]






 









 







     IN WITNESS WHEREOF, [each of] the undersigned has caused this Agreement to be duly executed
and delivered as of the date first above written.




	 	 	 	 	 	 	 

	 	 	[_____________________________],	 	 
	 	 	a [___________________________]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 











 









 








EXHIBIT B-1




FORM OF ASSIGNMENT



ASSIGNMENT OF MONIES DUE AND TO BECOME DUE



     Know all men by these presents that [___________], a [___________] [___________], with its
principal place of business at [___________] (hereinafter referred to as “Assignor”) for good
valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns and
transfers (under the “Assignment of Claims Act,” 31 U.S.C, § 3727, as amended, and 41 U.S.C, § 15,
as amended) to Union Bank, N.A., with a place of business at [___________] and its successors and
assigns, as administrative agent for certain lenders and institutions providing financial
accommodations to Assignor (hereinafter referred to as “Assignee”), all monies due and to become
due from the United States of America or any agency or department thereof, together with all rights
to receive the same, under a certain Contract No. [___________] dated [___________] between the
[___________] acting through the [___________], under any letter of intent, letter of award, letter
of acceptance of bid or proposal, informal or incomplete contract, order, task order, purchase
order, authorization to commence, performance or other similar instrument or communication made or
received by Assignor in anticipation of or in connection with said contract and under any and all
amendments thereof and supplements thereto.



     Assignor hereby authorizes and directs [___________] to make all payments due under said
formal contract and any and all amendments thereof and supplements thereto direct to the Assignee
by checks or other orders, payable to the order of the Assignee, and constitutes and appoints
Assignee its true and lawful attorney, irrevocably with full power of substitution for it and in
its name or in the name of Assignor or otherwise, to collect, ask, require, demand and receive and
give acquittance for any and all said monies due or to become due, and to endorse the name of
Assignor to any checks, drafts or other orders for the payment of money payable to Assignor in
payment thereof.



     Assignor warrants that it is the lawful owner of all rights under formal and/or informal
contract and any and all amendments thereof and supplements thereto; that it has good right to
assign same; that its said rights are free from all liens and encumbrances and that it will
warrant and defend the same against the lawful claims and demands of all persons. Assignor agrees
(1) that, if any payments under said formal and/or informal contract or any amendment thereof or
supplement thereto shall be made to Assignor, it will receive and hold the same in trust for
Assignee and will forthwith upon receipt deliver the same to Assignee in the identical form of
payment received by Assignor; and (2) that it will execute and deliver all such further
instruments and do all such further acts and things as Assignee may reasonably request or as shall
be necessary or desirable to further and more perfectly assure to Assignee its rights under said
formal and/or informal contract or any amendments thereof or supplements thereto.








 









 






     IN WITNESS WHEREOF, Assignor has caused this instrument to be signed, sealed and delivered by
its proper officer thereunto duly authorized this ______ day of _________, 20[__].




	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	[___________]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	[Corporate Seal]
	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 	 	 
	 	 	 	 	[___________]	 	 
	 	 	 	 	[___________]	 	 











 









 











STATE OF TEXAS




COUNTY OF ____________




     Before me personally appeared _________________ to me known, who being by me duly sworn, did
say that he or she is the _________________of [______________] named in and which executed the
foregoing Assignment; that he or she knows the seal of said corporation; that the seal affixed to
the foregoing Assignment of Monies Due and to Become Due (the “Assignment”) is the corporate seal
of said corporation; that it was so affixed by order of the Board of Directors of the corporation;
and that he or she signed his or her name thereto by like order and by his or her free act and deed
and acknowledged the Assignment to be the free act and deed of the corporation.


Notary Public in and for

the State of __________________

Printed Name:
 ___________________________

Commission Expires:
 _____________________









 









 








EXHIBIT B-2




FORM OF NOTICE OF ASSIGNMENT



NOTICE OF ASSIGNMENT OF UNITED STATES

GOVERNMENT CONTRACT



(Contracting Officer)




			
	TO:	 	[______________]

[______________]

[______________]





CONTRACT: [______________]




CONTRACTING PARTIES:





	 	 	[______________]
	 
	 	 	[______________]
	 
	 	 	[______________]
	 	 






	 	 	[______________]
	 
	 	 	[______________]
	 
	 	 	[______________]





     PLEASE TAKE NOTICE that all monies due or to become due under the contract described above and
all amendments and supplements thereto (the “Contract”) have been assigned to the undersigned under
the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. §3727, 41 U.S.C. §15.
A true copy of the instrument of assignment executed by contractor under the Contract on
[_____________], is attached hereto as Exhibit A.



     Payment due or to become due under the Contract should be made payable solely to the
undersigned and sent to the undersigned at the location and for the account specified below:




	 	 	[______________]






	 	 	[______________]






	 	 	[______________]





 









 










     Please return to the undersigned the three enclosed copies of this notice with appropriate
notations showing the date and hour of receipt, and signed by the person acknowledging receipt on
behalf of the addressee.



	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK, N.A.	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[______________]	 	 
	 	 	[______________]	 	 
	 	 	Attn: [______________]	 	 
	 	 	Telephone: [______________]	 	 
	 
	 	 	Federal Tax Identification No. [______________]	 	 






ACKNOWLEDGMENT



     Receipt is acknowledged of the above notice and of a copy of the instrument of
assignment. They were received at _______ (AM.) (P.M.) on _________, 20[___], on behalf of
[______________].



	 	 	 	 	 	 	 

	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






On behalf of




[name of addressee of this notice]









 









 








EXHIBIT A




TO

NOTICE OF ASSIGNMENT



Assignment of Monies Due and To Become Due