exv10w1






Exhibit 10.1




Execution Version




 





CREDIT AGREEMENT



among



HOLLYFRONTIER CORPORATION



and



CERTAIN OF ITS SUBSIDIARIES,



as Borrowers,



UNION BANK, N.A.,

as Administrative Agent,



BNP PARIBAS,

as Syndication Agent,



and



BANK OF AMERICA, N.A.



and



WELLS FARGO CAPITAL FINANCE, LLC,

as Co-Documentation Agents



and



The Lenders from Time to Time Parties Hereto,



Dated as of July 1, 2011



UNION BANK, N.A. and BNP PARIBAS SECURITIES CORP.,

as Joint Lead Arrangers and Joint Book Managers



 




HollyFrontier Credit Agreement




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1. DEFINITIONS; RULES OF CONSTRUCTION
	 	 	1	 
	Section 1.1. Defined Terms
	 	 	1	 
	Section 1.2. Other Definitional and Interpretive Provisions
	 	 	47	 
	Section 1.3. Classification of Loans and Borrowings
	 	 	47	 
	Section 1.4. Time of Day
	 	 	48	 
	Section 1.5. Letter of Credit Amounts
	 	 	48	 
	Section 1.6. Accounting Terms and Accounting Changes
	 	 	48	 
	Section 1.7. Uniform Commercial Code
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 2. THE CREDIT FACILITIES
	 	 	49	 
	Section 2.1. Revolving Commitments
	 	 	49	 
	Section 2.2. Termination or Reduction of Revolving Commitments
	 	 	49	 
	Section 2.3. Optional Increase in Commitments
	 	 	50	 
	Section 2.4. Protective Advances and Overadvance Loans
	 	 	52	 
	Section 2.5. Swingline Loans
	 	 	53	 
	Section 2.6. Letters of Credit
	 	 	54	 
	Section 2.7. Requesting Letters of Credit
	 	 	55	 
	Section 2.8. Reimbursement and Participations
	 	 	56	 
	Section 2.9. No Duty to Inquire
	 	 	58	 
	Section 2.10. Cash Collateral
	 	 	59	 
	Section 2.11. Obligations of Lenders Several
	 	 	60	 
	 
	 	 	 	 
	ARTICLE 3. INTEREST, FEES AND CHARGES
	 	 	60	 
	Section 3.1. Interest
	 	 	60	 
	Section 3.2. Alternative Rate of Interest
	 	 	61	 
	Section 3.3. Fees
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 4. LOAN ADMINISTRATION
	 	 	62	 
	Section 4.1. Requests for New Loans
	 	 	62	 
	Section 4.2. Continuations and Conversions of Existing Loans
	 	 	64	 
	Section 4.3. Defaulting Lenders
	 	 	65	 
	Section 4.4. Borrower Agent
	 	 	66	 
	Section 4.5. One Obligation
	 	 	67	 
	 
	 	 	 	 
	ARTICLE 5. PAYMENTS
	 	 	67	 
	Section 5.1. General Payment Provisions
	 	 	67	 
	Section 5.2. Certain Payments
	 	 	67	 
	Section 5.3. Repayment of Loans
	 	 	67	 
	Section 5.4. Payment of Other Obligations
	 	 	68	 
	Section 5.5. Optional Prepayments
	 	 	68	 
	Section 5.6. Marshaling; Payments Set Aside
	 	 	68	 
	Section 5.7. Post-Default Allocation of Payments
	 	 	68	 
	Section 5.8. Sharing of Payments by Lenders
	 	 	69	 






HollyFrontier Credit Agreement — Page i





 









 








	 	 	 	 	 
	 	 	Page	 
	Section 5.9. Application of Payments
	 	 	70	 
	Section 5.10. Loan Account; Account Stated
	 	 	70	 
	Section 5.11. Increased Costs
	 	 	71	 
	Section 5.12. Illegality
	 	 	72	 
	Section 5.13. Funding Losses
	 	 	72	 
	Section 5.14. Taxes
	 	 	73	 
	Section 5.15. Mitigation Obligations; Replacement of Lenders
	 	 	75	 
	Section 5.16. Payments by Borrowers; Presumptions by Administrative Agent
	 	 	76	 
	Section 5.17. Nature and Extent of Each Borrower’s Liability
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 6. REPRESENTATIONS AND WARRANTIES
	 	 	80	 
	Section 6.1. Existence; Compliance with Law
	 	 	80	 
	Section 6.2. Legal Name; Jurisdiction of Organization; Location of Chief Executive
Office and Collateral Locations; Prior Names and Fictitious Business Names
	 	 	80	 
	Section 6.3. Power; Authorization; Enforceable Obligations; Liens
	 	 	81	 
	Section 6.4. Financial Statements and Projections
	 	 	81	 
	Section 6.5. Absence of Default
	 	 	82	 
	Section 6.6. Owned and Leased Real Property
	 	 	82	 
	Section 6.7. Labor Matters
	 	 	82	 
	Section 6.8. Subsidiaries, Joint Ventures and Affiliates; Outstanding Equity
Interests
	 	 	82	 
	Section 6.9. Government Regulation
	 	 	83	 
	Section 6.10. Taxes
	 	 	83	 
	Section 6.11. ERISA
	 	 	83	 
	Section 6.12. Litigation
	 	 	84	 
	Section 6.13. Intellectual Property
	 	 	84	 
	Section 6.14. Full Disclosure
	 	 	85	 
	Section 6.15. Environmental Matters
	 	 	85	 
	Section 6.16. Insurance
	 	 	86	 
	Section 6.17. Receivables
	 	 	86	 
	Section 6.18. Petroleum Inventory
	 	 	86	 
	Section 6.19. Investment Company Act; Other Regulations
	 	 	87	 
	Section 6.20. Solvency
	 	 	87	 
	Section 6.21. Deposit Accounts
	 	 	87	 
	Section 6.22. OFAC
	 	 	87	 
	Section 6.23. Anti-Terrorism Laws
	 	 	87	 
	Section 6.24. Prior Indemnification Agreements
	 	 	88	 
	 
	 	 	 	 
	ARTICLE 7. CONDITIONS PRECEDENT
	 	 	88	 
	Section 7.1. Conditions to Initial Extension of Credit
	 	 	88	 
	Section 7.2. Conditions to Each Extension of Credit
	 	 	92	 
	 
	 	 	 	 
	ARTICLE 8. AFFIRMATIVE COVENANTS
	 	 	92	 
	Section 8.1. Borrowing Base Certificate and Related Reports
	 	 	93	 
	Section 8.2. Financial Statements
	 	 	94	 






HollyFrontier Credit Agreement — Page ii


 









 








	 	 	 	 	 
	 	 	Page	 
	Section 8.3. Certificates; Other Information
	 	 	95	 
	Section 8.4. Payment of Obligations
	 	 	97	 
	Section 8.5. Maintenance of Existence; Compliance
	 	 	97	 
	Section 8.6. Maintenance of Property; Insurance
	 	 	97	 
	Section 8.7. Inspection of Property; Books and Records; Discussions
	 	 	98	 
	Section 8.8. Notices
	 	 	98	 
	Section 8.9. Environmental Laws
	 	 	99	 
	Section 8.10. Use of Proceeds
	 	 	100	 
	Section 8.11. Additional Subsidiary Guarantors
	 	 	100	 
	Section 8.12. Borrowing Base Verification
	 	 	100	 
	Section 8.13. Further Assurances
	 	 	101	 
	Section 8.14. Designation and Conversion of Unrestricted Subsidiaries
	 	 	101	 
	Section 8.15. Maintenance of Dominion Account
	 	 	102	 
	Section 8.16. Post-Closing Undertakings
	 	 	102	 
	 
	 	 	 	 
	ARTICLE 9. NEGATIVE COVENANTS
	 	 	102	 
	Section 9.1. Indebtedness
	 	 	102	 
	Section 9.2. Liens
	 	 	104	 
	Section 9.3. Fundamental Changes
	 	 	106	 
	Section 9.4. Changes in Fiscal Periods
	 	 	106	 
	Section 9.5. Restricted Payments
	 	 	106	 
	Section 9.6. Investments
	 	 	107	 
	Section 9.7. Optional Payments and Modifications of Certain Debt Instruments

	 	 	108	 
	
Section 9.8. Transactions with Affiliates
	 	 	109	 
	Section 9.9. Burdensome Agreements
	 	 	109	 
	Section 9.10. Dispositions
	 	 	109	 
	Section 9.11. Lines of Business
	 	 	111	 
	Section 9.12. Fixed Charge Coverage Ratio
	 	 	111	 
	 
	 	 	 	 
	ARTICLE 10. EVENTS OF DEFAULT
	 	 	111	 
	 
	 	 	 	 
	ARTICLE 11. ADMINISTRATIVE AGENT
	 	 	114	 
	Section 11.1. Appointment and Authority
	 	 	114	 
	Section 11.2. Rights as a Lender
	 	 	114	 
	Section 11.3. Exculpatory Provisions
	 	 	114	 
	Section 11.4. Reliance by Administrative Agent
	 	 	115	 
	Section 11.5. Delegation of Duties
	 	 	116	 
	Section 11.6. Resignation of Administrative Agent
	 	 	116	 
	Section 11.7. Non-Reliance on Administrative Agent and Other Lenders
	 	 	117	 
	Section 11.8. No Other Duties, Etc
	 	 	117	 
	Section 11.9. Administrative Agent May File Proofs of Claim
	 	 	117	 
	 
	 	 	 	 
	ARTICLE 12. MISCELLANEOUS
	 	 	118	 
	Section 12.1. Amendments; Consents and Waivers
	 	 	118	 
	Section 12.2. Notices; Effectiveness; Electronic Communication
	 	 	120	 
	Section 12.3. No Waiver; Cumulative Remedies
	 	 	122	 






HollyFrontier Credit Agreement — Page iii





 









 








	 	 	 	 	 
	 	 	Page	 
	Section 12.4. Survival of Representations and Warranties
	 	 	123	 
	Section 12.5. Expenses; Indemnification; Damage Waiver
	 	 	123	 
	Section 12.6. Successors and Assigns; Participations and Assignments
	 	 	125	 
	Section 12.7. Set-off
	 	 	129	 
	Section 12.8. Counterparts
	 	 	129	 
	Section 12.9. Severability
	 	 	129	 
	Section 12.10. Integration
	 	 	130	 
	Section 12.11. GOVERNING LAW
	 	 	130	 
	Section 12.12. Submission To Jurisdiction; Waivers
	 	 	130	 
	Section 12.13. Acknowledgments
	 	 	131	 
	Section 12.14. Releases of Guarantees and Liens; Designation of Subsidiaries;
Disavowal of Liens
	 	 	131	 
	Section 12.15. Confidentiality
	 	 	132	 
	Section 12.16. WAIVERS OF JURY TRIAL
	 	 	133	 
	Section 12.17. Limitation on Interest
	 	 	133	 
	Section 12.18. USA Patriot Act Notice
	 	 	134	 






HollyFrontier Credit Agreement — Page iv



 









 








	 	 	 

	EXHIBITS:
	 	 
	 
	 	 
	A

	 	Form of Borrowing Base Certificate
	B

	 	Form of Compliance Certificate
	C

	 	Form of Closing Certificate
	D

	 	Form of Borrowing Notice
	E

	 	Form of Conversion/Continuation Notice
	F

	 	Form of Assignment and Assumption
	G-1

	 	Form of Commitment Increase Letter
	G-2

	 	Form of Additional Lender Certificate
	H

	 	Form of Revolving Note
	I

	 	Form of Guarantee and Collateral Agreement
	J

	 	Form of Swingline Note
	 
	 	 
	SCHEDULES:
	 	 
	 
	 	 
	1.1

	 	Revolving Commitments
	1.2

	 	Designated Customers
	1.3

	 	U.S. Government Contracts
	1.4

	 	Existing Letters of Credit
	1.5

	 	Immaterial Subsidiaries
	6.2

	 	Subsidiaries
	6.3

	 	Consents, Etc.
	6.6

	 	Real Property
	6.7

	 	Labor Matters
	6.8(a)

	 	Capitalization of Restricted Subsidiaries
	6.8(b)

	 	Options, Warrants, Etc.
	6.10

	 	Taxes
	6.11

	 	ERISA
	6.12

	 	Litigation
	6.13

	 	Intellectual Property
	6.15

	 	Environmental Matters
	6.21

	 	Deposit Accounts
	8.14

	 	Unrestricted Subsidiaries
	8.16

	 	Post-Closing Undertakings
	9.1(d)

	 	Existing Indebtedness
	9.2(f)

	 	Existing Liens
	9.6

	 	Investments
	9.8

	 	Affiliate Transactions
	12.2

	 	Notices






HollyFrontier Credit Agreement — Page v





 












 





     THIS CREDIT AGREEMENT (this “Agreement”), is dated as of July 1, 2011, by and
among HOLLY CORPORATION, a Delaware corporation to be known as HOLLYFRONTIER CORPORATION upon the
consummation of the Transactions (the “Company”), and certain Subsidiaries of the Company
signatory hereto (together with the Company, each a “Borrower” and collectively
“Borrowers”), the several banks and other financial institutions or entities from time to
time parties to this Agreement (each, a “Lender” and, collectively, the “Lenders”),
UNION BANK, N.A. (“Union Bank”), as a Lender and in its capacity as the Swingline Lender
(as defined below) and an Issuing Bank (as defined below) and Union Bank, in its capacity as
administrative agent and collateral agent for the Lenders and the Issuing Banks (in such capacity
and as further defined below, “Administrative Agent”).



W I T N E S S E T  H:




     In consideration of the mutual covenants and agreements contained herein, the Loans which may
hereafter be made by Lenders and the Letters of Credit which may be issued by the Issuing Banks for
the account of any Loan Party and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:



ARTICLE 1.

DEFINITIONS; RULES OF CONSTRUCTION




     Section 1.1. Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.



          “Acceptable Issuer”: a United States domestic bank or United States branch of a
foreign bank, in either case rated “A-” or higher by S&P and “A3” or higher by Moody’s.



          “Account Debtor”: any Person who may become obligated to any Person under, with
respect to, or on account of, an Account, Chattel Paper, or General Intangible (including a Payment
Intangible).



          “Accounting Change”: refers to a change in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants or, if applicable, the
Securities and Exchange Commission, including any change in accounting principles that would
require operating leases entered into in the Ordinary Course of Business to be treated as a capital
lease under GAAP.



          “Acquisition”: any transaction, or any series of related transactions, consummated
after the Closing Date, by which any Borrower or any Restricted Subsidiary acquires (a) any other
Person, which Person shall then become consolidated with any Borrower or any Restricted Subsidiary
in accordance with GAAP; (b) voting Equity Interests issued by any other Person, but only if such
acquisition results in a Borrower or a Restricted Subsidiary, individually or collectively, owning
more than 50% of such voting Equity Interests; (c) all or substantially all of the assets of any
other Person; or (d) the assets which constitute all or substantially all of any division or
operating unit of the business of any Person (in each case, whether by purchase, exchange, issuance
of Equity Interests or debt securities (other than



HollyFrontier Credit Agreement — Page 1














 







securities having such power only by reason of the happening of a contingency), merger,
reorganization, amalgamation or any other method.




          “Act”: as defined in Section 12.18.



          “Additional Lender”: as defined in Section 2.3(a).



          “Additional Lender Certificate”: as defined in Section 2.3(b).



          “Adjusted Eurodollar Rate”: for any Eurodollar Loan for any day during any Interest
Period therefor, the rate per annum equal to the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained by
dividing (a) the Eurodollar Rate for such Eurodollar Loan for such Interest Period by (b) 1 minus
the Reserve Requirement for such Eurodollar Loan for such Interest Period. The Adjusted Eurodollar
Rate for any Eurodollar Loan shall change whenever the Eurodollar Rate or the Reserve Requirement
changes.



          “Administrative Agent”: Union Bank, N.A. as administrative agent and collateral
agent, or any successor in such capacity.



          “Administrative Agent Parties”: as defined in Section 12.2(d).



          “Administrative Questionnaire”: an administrative questionnaire in a form supplied by
Administrative Agent.



          “Affiliate”: with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



          “Agent-Related Persons”: Administrative Agent, the Co-Documentation Agents and the
Syndication Agent, together with each of their respective Affiliates (including, in the case of
Union Bank, N.A., in its capacity as Administrative Agent, a Joint Lead Arranger and, in the case
of BNP Paribas, in its capacity as a Syndication Agent, its Affiliate, BNP Paribas Securities
Corp., a Joint Lead Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.



          “Aggregate Credit Exposure”: at any time, the aggregate Credit Exposure of all of the
Lenders.



          “Agreement”: as defined in the preamble to this Agreement.



          “Allocable Amount”: as defined in Section 5.17(c).



          “Anti-Terrorism Laws”: any laws relating to the prevention of terrorism or money
laundering, including the Act.



          “Applicable Law” means all laws, rules, regulations, and governmental guidelines
applicable to the Person, conduct, transaction, agreement, or matter in question, including all



HollyFrontier Credit Agreement — Page 2
















 







applicable statutory law, common law, and equitable principles, and all provisions of
constitutions, treaties, statutes, rules, regulations, orders, and decrees of Governmental
Authorities.




          “Applicable Lending Office”: a Lender’s Domestic Lending Office (in the case of Base
Rate Loans) and such Lender’s Eurodollar Lending Office (in the case of Eurodollar Loans).



          “Applicable Percentage”: subject to Section 4.3(d), with respect to any
Lender, at any time, the percentage (carried out to the ninth decimal place) of the Total Revolving
Commitments represented by such Lender’s Revolving Commitment (or, if the Revolving Commitments
have terminated or expired, the Applicable Percentages shall be determined based upon the
percentage (carried out to the ninth decimal place) of the Total Revolving Extensions of Credit
represented by such Lender’s Revolving Extensions of Credit then outstanding, giving effect to any
Assignment and Assumption as to any Lender at any time.



          “Applicable Rate”: except as otherwise provided in Section 3.3(c), for any
day, with respect to any Eurodollar Loan or Base Rate Loan or with respect to the Letter of Credit
Fee and the Commitment Fee Rate payable hereunder, as the case may be, the applicable rate per
annum set forth under the relevant column heading below based on the Applicable Rating Level as of
the close of business on the immediately preceding Business Day:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable	 	Base Rate	 	 	Eurodollar	 	 	Letter of Credit	 	 	Commitment	 
	Rating Level	 	Loans	 	 	Loans	 	 	Fee	 	 	Fee Rate	 
	Level I
	 	 	1.500	%	 	 	2.500	%	 	 	2.500	%	 	 	0.500	%
	Level II
	 	 	1.250	%	 	 	2.250	%	 	 	2.250	%	 	 	0.500	%
	Level III
	 	 	1.000	%	 	 	2.000	%	 	 	2.000	%	 	 	0.375	%
	Level IV
	 	 	0.750	%	 	 	1.750	%	 	 	1.750	%	 	 	0.375	%
	Level V
	 	 	0.500	%	 	 	1.500	%	 	 	1.500	%	 	 	0.375	%






          “Applicable Rating Level”: the level set forth below that corresponds to the ratings
issued from time to time by Moody’s and S&P, as applicable to the Index Debt:



	 	 	 	 	 	 	 	 	 
	 	 	Moody’s	 	 	S&P	 
	Level I
	 	≤ Ba3	 	≤ BB-
	Level II
	 	Ba2	 	BB
	Level III
	 	Ba1	 	BB+
	Level IV
	 	Baa3	 	BBB-
	Level V
	 	≥ Baa2	 	≥ BBB





For purposes of the foregoing, (i) “ ≥ ” means
a rating equal to or more favorable than; (ii) “ ≤ ”
means a rating equal to or less favorable than; (iii) if the rating is being determined by Index
Debt of the type described in clause (b) of the definition thereof, the Applicable Rating Level
shall be one level more favorable than it would otherwise be; (iv) if neither S&P nor Moody’s




HollyFrontier Credit Agreement — Page 3















 







maintains a rating for the Index Debt, Level I shall apply; (v) if the ratings for the Index Debt
fall within different levels that are one level apart, the more favorable of the two ratings shall
apply (for example, if the Moody’s rating is Ba2 and the S&P rating is BB+, Level III shall apply);
(vi) if the ratings for the Index Debt fall within different levels that are more than one level
apart, the level that is one level less favorable than the more favorable of the two ratings shall
apply (for example, if the Moody’s rating is Ba2 and the S&P rating is BBB-, Level III shall
apply); (vii) if only one of S&P or Moody’s provides a rating for the Index Debt, the level
corresponding to such level shall apply; and (viii) if either of the Rating Agencies shall change
its ratings nomenclature prior to the date of Payment in Full of all Obligations, Borrowers and the
Majority Lenders shall negotiate in good faith to amend the references to specific ratings in this
definition to reflect such change, and pending such amendment, if an appropriate Applicable Rating
Level is otherwise not determinable based upon the foregoing grid, the last Applicable Rating Level
in effect at the time of such change shall continue to apply. A change in the Applicable Rating
Level shall be effective as of the date on which a change in the rating is first announced
irrespective of when notice of such change shall have been furnished by Borrower Agent to
Administrative Agent and the Lenders.




          “Approved Account Debtor”: means (a) an Account Debtor of any Loan Party approved by
Administrative Agent in its Permitted Discretion or at the direction of the Majority Lenders, from
time to time, and (b) an Account Debtor which is an Investment Grade Customer or the obligations of
which are fully and unconditionally guaranteed by an Investment Grade Customer, in each case, with
respect to clauses (a) and (b), identified as such on the list delivered with the most recent
Schedule of Accounts required pursuant to Section 8.1(b).



          “Approved Account Debtor Receivable”: an Eligible Receivable carried on the books of
a Loan Party as to which the applicable Account Debtor is an Approved Account Debtor.



          “Approved Fund”: any Fund that is administered or managed by (a) a Lender, (b) a
Lender Affiliate or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



          “Assignment and Assumption”: an assignment and assumption entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required by Section
12.6(b)), and accepted by Administrative Agent, in substantially the form of Exhibit F
or any other form approved by Administrative Agent.



          “Availability”: at any time of determination, the amount, if any, by which (a) the
lesser of the Borrowing Base and the Total Revolving Commitments exceeds (b) the Aggregate Credit
Exposure.



          “Availability Reserve”: as of any date of determination, the sum (without
duplication) of (a) the Rent and Charges Reserve; (b) the First Purchaser Reserve; (c) the Excise
Tax Reserve; (d) the Inventory Reserve; (e) the Bank Product Reserve; (f) the Dilution Reserve, and
(g) such additional reserves in an amount or a percent of a specified category or item, as
Administrative Agent and the Specified Agent-Related Persons may jointly impose from time to time,
in each case, in their collective Credit Judgment in relation to the risks in clauses (a)



HollyFrontier Credit Agreement — Page 4
















 







through (g) being addressed; provided that, unless a Default exists, such reserve
shall not be in effect until three (3) Business Days after the date on which Administrative Agent
gives notice to Borrower Agent of such reserve.




          “Auto-Extension Letter of Credit” as defined in Section 2.7(c).



          “Auto-Reinstatement Letter of Credit” as defined in Section 2.7(d).



          “Bank Product”: any of the following products, services or facilities provided to any
Group Member by any Bank Product Provider: (a) Cash Management Services; (b) Lender Hedge
Agreements with respect to Lender Hedge Obligations; (c) commercial credit card and merchant card
services; and (d) other banking products or services as may be requested by any Group Member, other
than Letters of Credit.



          “Bank Product Agreement”: any agreement between or among any Group Member and any
Bank Product Provider in connection with the obtaining of any Bank Product, including, without
limitation, any Lender Hedge Agreement.



          “Bank Product Obligations”: Indebtedness, liabilities and other obligations of a Loan
Party owing to any Bank Product Provider relating to or arising out of the provision by such Bank
Product Provider, of Bank Products, including, without limitation, Lender Hedge Obligations.



          “Bank Product Provider”: any Agent-Related Person or any Lender together with any of
their respective Affiliates, including, without limitation, any Lender Counterparty under a Lender
Hedge Agreement.



          “Bank Product Reserve”: the aggregate amount of reserves jointly established by
Administrative Agent and the Specified Agent-Related Persons from time to time, using their
collective Credit Judgment in respect of Bank Product Obligations then provided or outstanding;
provided that, with respect to Bank Product Reserves with respect to Lender Hedge
Obligations, the amount of such Bank Product Reserves shall not exceed an amount equal to 105% of
the net Hedge Termination Value for all Lender Hedge Agreements.



          “Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Reference
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus
one-half of one percent ( 1/2 of 1%) and (c) the LMIR on such day plus 1.00%. Any change in the Base
Rate due to a change in the Reference Rate, the Federal Funds Effective Rate or the LMIR shall be
effective from and including the effective date of such change in the Reference Rate, the Federal
Funds Effective Rate or the LMIR, respectively.



          “Base Rate Loans”: Loans that bear interest at the Base Rate.



          “Blocked Person”: as defined in Section 6.23.



          “BNP Transactions” the crude oil purchases and related transactions contemplated by
the Master Crude Oil Purchase and Sale Contract dated as of November 1, 2010, by and



HollyFrontier Credit Agreement — Page 5
















 







among Frontier Oil and Refining Company LLC, as purchaser, FOC, as guarantor, BNP Paribas
Energy Trading GP and BNP Paribas Energy Trading Canada Corp, as sellers.




          “Board”: the Board of Governors of the Federal Reserve System of the United States
(or any successor).



          “Borrowed Money”: with respect to any Person, without duplication, (a) Indebtedness
arising from the lending of money by another Person to such Person (b) Indebtedness evidenced by
notes, drafts, bonds, debentures, credit documents or similar instruments, (c) Indebtedness which
accrues interest or is a type upon which interest charges are customarily paid (other than trade
payables incurred and paid in the ordinary course of business), or (d) Indebtedness issued or
assumed as full or partial payment for Property; (e) Capital Lease Obligations of such Person; (f)
all Synthetic Lease Obligations of such Person (f) all obligations of such Person as an account
party in respect of unreimbursed amounts drawn on under letters of credit; (g) all obligations,
contingent or otherwise, of such Person with respect to bankers’ acceptances and (h) guaranties by
such Person of any Indebtedness of the foregoing types owing by another Person; provided
that, with respect to Section 9.2(d) and for purposes of calculating compliance with
Section 9.12, Borrowed Money owed by a Loan Party to another Loan Party shall be excluded.



          “Borrower Agent”: as defined in Section 4.4.



          “Borrower Materials”: as defined in Section 8.3(g).



          “Borrowers” and “Borrower”: as defined in the preamble to this Agreement.



          “Borrowing”: a borrowing of new Loans of a single Type (and, in the case of
Eurodollar Loans, with the same Interest Period) pursuant to Section 4.1 or a Continuation
or Conversion of existing Loans into a single Type (and, in the case of Eurodollar Loans, with the
same Interest Period) pursuant to Section 4.2.



          “Borrowing Base”: on any date of determination and without duplication, an amount
equal to the sum of the following:



          (a) 90% of the Value of Approved Account Debtor Receivables; plus



          (b) 95%
of the Value of LC Supported Receivables; plus



          (c) 95%
of the Value of Eligible Government Receivables; plus




          (d) 85% of the Value of Eligible Receivables (excluding the Value of Eligible Receivables
included in the immediately preceding clauses (a) through (c)); plus



          (e) 80% of the Value of Eligible In-Transit Petroleum Inventory; plus



          (f) 80% of the Value of Eligible Petroleum Inventory (excluding the Value of Eligible
In-Transit Petroleum Inventory included in the immediately preceding clause (e)); plus







HollyFrontier Credit Agreement — Page 6
















 









          (g) 
100% of Pledged Cash; minus



          (h) the Availability Reserve;






          provided, however, that (i) the aggregate amount included in the Borrowing
Base pursuant to clauses (e) and (f) above shall not exceed 85% of the Borrowing Base then in
effect and (ii) Administrative Agent and the Specified Agent-Related Persons, upon the occurrence
and during the continuance of a Default, may, jointly in their collective Credit Judgment and
without any Borrowers’ consent, decrease the percentages set forth in the immediately foregoing
clauses (a) through (f) and in the event such Default is capable of being cured and is cured such
decrease in the percentages shall be restored subject to the consent of the Majority Lenders so
long as no other Default has occurred and is continuing.



          The Borrowing Base as set forth in the Borrowing Base Certificate most recently delivered to
Administrative Agent by Borrowers hereunder shall, absent manifest error, constitute the “Borrowing
Base” for all purposes hereunder.



          “Borrowing Base Adjustment Period”: the period (a) commencing on the day that an
Event of Default occurs, or Liquidity is less than $600,000,000, or the Fixed Charge Coverage Ratio
is less than 1.50 to 1.00 as of the last day of any Fiscal Quarter, and (b) continuing until,
during the preceding 90 consecutive days, no Event of Default has existed and Liquidity has been
greater than $600,000,000 at all times and the Fixed Charge Coverage Ratio has been equal to or
greater than 1.50 to 1.00 as of the last day of each Fiscal Month ending during such 90 consecutive
day period.



          “Borrowing Base Certificate”: a certificate, in form and substance substantially
similar to Exhibit A or in such other form as reasonably acceptable to Administrative
Agent, executed by a Responsible Officer of Borrower Agent.



          “Borrowing Date”: any Business Day specified by Borrower Agent as a date on which
Borrowers request the Lenders to make Loans hereunder or the date Borrower Agent requests the
Swingline Lender to make a Swingline Loan, as the context may require.



          “Borrowing Notice” a Borrowing Notice in the form of Exhibit D or such other
form acceptable to Administrative Agent from time to time which meets the requirements of
Section 4.1.



          “Business Day”: any day that is not a Saturday, Sunday or other day on which
commercial banks in Los Angeles, California or Dallas, Texas are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan or to
determine LMIR, the term “Business Day” shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.



          “Capital Lease Obligations”: as to any Person, the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP and,



HollyFrontier Credit Agreement — Page 7
















 







for the purposes of this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.




          “Cash Collateralize”: to deposit in a Collateral Account or to pledge and deposit with
or deliver to Administrative Agent, for the benefit of one or more of the Issuing Banks or
Swingline Lender (as applicable) and the other Secured Parties, as collateral for any Bank Product
Obligations or obligations of Lenders to fund participations in respect of LC Obligations or
Swingline Loans (as the context may require), cash, Cash Equivalents or deposit account balances
or, if Administrative Agent and each applicable Issuing Bank shall agree, in their sole discretion,
other credit support, in each case, pursuant to documentation in form and substance satisfactory to
Administrative Agent and the Issuing Banks or the Swingline Lender, as applicable. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of
such cash collateral, Cash Equivalents and other credit support.



          “Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States or issued by any agency thereof and backed by the full faith and
credit of the United States, in each case maturing within 24 months from the date of acquisition
thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United
States or any political subdivision of any such state or any public instrumentality thereof
maturing within 24 months from the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody’s, (c) commercial paper
maturing no more than 270 days from the date of creation thereof and, at the time of acquisition,
having a rating of A-2 (or higher) by S&P or P-2 (or higher) by Moody’s, (d) certificates of
deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances
maturing within 1 year from the date of acquisition thereof issued by any bank organized under the
laws of the United States or any state thereof or the District of Columbia or any United States
branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of
not less than $500,000,000, (e) Investment Accounts maintained with (i) any bank or securities
intermediary that satisfies the criteria described in clause (d) above, or (ii) any other bank
organized under the laws of the United States or any state thereof so long as the full amount
maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f)
repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this
definition or recognized securities dealer having combined capital and surplus of not less than
$500,000,000, with respect to securities satisfying the criteria in clauses (a), (b) or (d) above,
(g) debt securities with maturities of six months or less from the date of acquisition backed by
standby letters of credit issued by any commercial bank satisfying the criteria described in clause
(d) above, (h) Investments in money market mutual or similar funds substantially all of whose
assets are invested in the types of assets described in clauses (a) through (g) above, (i) taxable
and tax-exempt municipal securities rated at least A (or then equivalent grade) by S&P and A2 (or
then equivalent grade) by Moody’s, including variable rate municipal securities, having maturities
or put rights of not more than 24 months from the date of acquisition; and (j) deposits available
for withdrawal on demand with any commercial bank not meeting the qualifications in clause (d)
above, provided that all such deposits do not exceed $10,000,000 in the aggregate at any
one time.



HollyFrontier Credit Agreement — Page 8
















 








          “Cash Management Services”: any services provided from time to time by any
Agent-Related Person, Lender or Lender Affiliate to any Borrower or other Group Member in
connection with operating, collections, payroll, trust, or other depository or disbursement
accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer,
controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment
services.



          “Change in Law”: the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority, or (c) the making or issuance of any request, rule,
guideline or directive (whether or not having the force of law) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.



          “Claims” means all liabilities, obligations, losses, damages, penalties, judgments,
proceedings, interest, costs, disbursements, and expenses of any kind (including reasonable and
documented fees, costs, and expenses of attorneys and paralegals, experts, agents, consultants, and
advisors, and Extraordinary Expenses) at any time (including before or after the Closing Date,
after Payment in Full of the Obligations, or resignation or replacement of Administrative Agent)
incurred by or asserted against or imposed on any Indemnitee as a result of, or arising from or in
connection with, (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or
transactions relating thereto; (b) any action taken or omitted to be taken by any Indemnitee in
connection with any Loan Documents; (c) the existence or perfection of any Liens, or realization
upon any Collateral; (d) exercise of any rights or remedies under any Loan Documents or Applicable
Law; or (e) failure by any Loan Party to perform or observe any terms of any Loan Document, in each
case including all costs and expenses relating to any investigation, litigation, arbitration, or
other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the
applicable Indemnitee is a party thereto.



          “Closing Date”: the date on which the conditions precedent set forth in Section
7.1 shall have been satisfied, which date is July 1, 2011.



          “Code”: the Internal Revenue Code of 1986, as amended.



          “Collateral”: all Property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.



          “Collateral Account”: as defined in the Guarantee and Collateral Agreement.



          “Collateral Access Agreement”: a landlord waiver, bailee letter, or an
acknowledgement or agreement of any warehouseman, processor, lessor, consignee, or other



HollyFrontier Credit Agreement — Page 9
















 







Person in possession of the Petroleum Inventory, in each case, in form and substance
reasonably satisfactory to Administrative Agent.




          “Commitment Fee Rate”: on any day, a rate per annum equal to the Commitment Fee Rate
set forth in the definition of Applicable Rate.



          “Commitment Increase Certificate”: as defined in Section 2.3(b).



          “Commitment Maturity Date”: the earliest of (a) the Revolving Termination Date, (b)
the date the Lenders’ obligation to make Loans and the Issuing Banks’ obligation to issue Letters
of Credit is terminated and the Obligations are declared to be due and payable pursuant to
Article 10, and (c) the date Payment in Full of all Obligations occurs.



          “Compliance Certificate”: a certificate duly executed by a Responsible Officer
substantially in the form of Exhibit B.



          “Consolidated EBITDA”: for any period, for Borrowers and the other Group Members, on
a consolidated basis, an amount equal to Consolidated Net Income for such period plus,
without duplication and to the extent reflected as a charge in the statement of such Consolidated
Net Income for such period, the sum of (a) income tax expense, (b) interest expense, (c) depletion,
depreciation and amortization expense, (d) any loss on Dispositions of assets or extraordinary
charges or losses determined in accordance with GAAP, (e) any other non-cash charges, non-cash
expenses or non-cash losses of any Group Member for such period (excluding any such charge, expense
or loss incurred in the Ordinary Course of Business that constitutes an accrual of or reserve for
cash charges for any future period) including non-cash losses or charges resulting from the
requirements of SFAS 133; provided that cash payments made during such period or in any
future period in respect of such non-cash charges, expenses or losses (other than any such excluded
charge, expense or loss as described above) shall be subtracted from Consolidated Net Income in
calculating Consolidated EBITDA for the period in which such payments are made, (f) any reasonable
and documented fees and expenses incurred, or any amortization thereof regardless of how
characterized by GAAP, in connection with the Transactions, and minus, to the extent
included in the statement of such Consolidated Net Income for such period, the sum of (a) interest
income, (b) any gains on Dispositions of assets or extraordinary income or gains determined in
accordance with GAAP, and (c) any other non-cash income or gain (excluding any items that represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period
that are described in the parenthetical to clause (e) above) including any non-cash income or gains
resulting from the requirements of SFAS 133, all as determined on a consolidated basis in
accordance with Applicable Law and GAAP.



          “Consolidated Net Income”: for any fiscal period, determined on a consolidated basis
in accordance with Applicable Law and GAAP consistently applied, the consolidated net income (or
loss) of the Group Members; provided that there shall be excluded from Consolidated Net
Income, without duplication, (a) the income (or loss) of any Person accrued prior to the date it
becomes a Group Member or is merged into or consolidated with the Company or any Group Member, (b)
the income (or loss) of any Person (other than a Group Member) in which any Group Member has an
ownership interest, except to the extent that any such income is received by any Group Member in
the form of cash, dividends or similar distributions, and (c) the



HollyFrontier Credit Agreement — Page 10















 







undistributed earnings of any Group Member to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of
any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to
such Group Member.




          “Continuation”: shall refer to the continuation pursuant to Section 4.2 of a
Eurodollar Loan as a Eurodollar Loan from one Interest Period to the next Interest Period.



          “Continuation/Conversion Notice”: a written or telephonic request, or a written
confirmation, made by Borrower Agent which meets the requirements of Section 4.2.



          “Continuing Directors”: the directors of the Company on the Closing Date and each
other director, if, in each case, such other director’s nomination for election to the board of
directors of the Company is recommended by at least 66-2/3% of the then Continuing Directors.



          “Contractual Obligation”: as to any Person, any provision of any security issued by
such Person or of any agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.



          “Control”: the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling,” “Controls” and
“Controlled” have meanings correlative thereto.



          “Controlled Account” means each Investment Account that is subject to an account
control agreement in form and substance reasonably satisfactory to Administrative Agent.



          “Conversion”: shall refer to a conversion pursuant to Section 4.2 or
Article 4 of one Type of Loan into another Type of Loan.



          “Credit Exposure”: as to any Lender at any time, the sum of (a) such Lender’s
Revolving Extensions of Credit, plus (b) an amount equal to its Applicable Percentage, if
any, of the aggregate principal amount of Protective Advances outstanding.



          “Credit Judgment”: Administrative Agent’s or any Specified Agent-Related Person, as
applicable, reasonable credit judgment exercised in good faith, consistent with customary business
practices for comparable asset-based lending transactions based upon its consideration of any
factor that it reasonably believes, without duplication of exclusionary criteria set forth in
definitions of “Eligible Government Receivable”, “Eligible In-Transit Petroleum Inventory”,
“Eligible Petroleum Inventory”, and “Eligible Receivables”, as applicable (and vice versa), (a)
could materially and adversely affect (i) the quantity, quality, mix or Value of Collateral
(including any Requirement of Law that may inhibit collection of a Receivable), (ii) the
enforceability or priority of Administrative Agent’s Liens, or (iii) the amount that Administrative
Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral
report or financial information delivered by any Loan Party is incomplete, inaccurate or misleading
in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding
involving a Loan Party; or (d) creates or could result in a Default. In



HollyFrontier Credit Agreement — Page 11

















 




exercising such judgment, Administrative Agent may consider any factors that could increase
the credit risk of lending to Borrowers on the security of the Collateral; provided that
the amount of any such Availability Reserve so established or the effect of any adjustment or
imposition of exclusionary criteria shall have a relation to the credit risk being addressed.




          “Debtor Relief Law”: the Bankruptcy Code of the United States of America, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect.




          “Default”: any of the events specified in Article 10, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been satisfied.




          “Default Rate”: (a) when used with respect to Obligations other than Letter of Credit
Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to
the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2%
per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate, plus 2% per annum, in all cases to the fullest extent permitted by Applicable Law.




          “Defaulting Lender”: subject to Section 4.3(b), any Lender that (a)
has failed to (i) fund all or any portion of its Loans within two Business Days of the date such
Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and
Borrowers in writing that such failure is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender any
other amount required to be paid by it hereunder (including in respect of its participation in
Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has
notified Borrowers, Administrative Agent or any Issuing Bank or Swingline Lender in writing that it
does not intend to comply with its funding obligations hereunder, or has made a public statement to
that effect (unless such writing or public statement relates to such Lender’s obligation to fund a
Loan hereunder and states that such position is based on such Lender’s determination that a
condition precedent to funding (which condition precedent, together with any applicable default,
shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has
failed, within three Business Days after written request by Administrative Agent or Borrowers, to
confirm in writing to Administrative Agent and Borrowers that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative
Agent and Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a
capacity or (iii) made a general assignment for the benefit of creditors or is otherwise
adjudicated as, or determined by any Governmental Authority having regulatory authority over




HollyFrontier Credit Agreement — Page 12




 









 




such Lender or its assets or any direct or indirect parent company of such Lender to be,
insolvent or bankrupt; provided that a Lender shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by a Governmental Authority so long as such ownership interest does
not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by Administrative Agent that a
Lender is a Defaulting Lender shall be conclusive and binding absent manifest error.




          “Designated Customer”: a Person set forth in Schedule 1.2 or any supplement
to Schedule 1.2 delivered by Borrowers to Administrative Agent; provided that the
long term unsecured and unguaranteed debt of each Person included in any such supplement (or a
guarantor of such Person’s obligations to Borrowers or any other Loan Party) is rated at least A-
by S&P or at least A3 by Moody’s or such Person is otherwise approved by the Majority Lenders.
Administrative Agent, acting at the direction of the Majority Lenders, may at any time remove any
Person from Schedule 1.2 (other than any Person then satisfying the ratings requirements
set forth in this definition) upon written notice thereof to Borrowers. The revocation by the
Majority Lenders of approval of any Designated Customer shall be effective prospectively and shall
not affect any Eligible Receivables with respect to which such Designated Customer is the entity
obligated to make payments with respect to such Eligible Receivables, including any guarantor
thereof, included in the Borrowing Base at the time such revocation is effective.




          “Dilution Factors”: without duplication, with respect to any period covered by a
field exam, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances,
bad debt write-offs and other non-cash credits which are recorded to reduce Receivables in a manner
consistent with current and historical accounting practices of Borrowers.




          “Dilution Ratio”: for the trailing twelve month period ending on the last day of any
Fiscal Month, the amount (expressed as a percentage) equal to (a) the aggregate amount of the
applicable Dilution Factors for such period divided by (b) total gross sales for such period.




          “Dilution Reserve”: at any date, (i) the amount by which the Dilution Ratio exceeds
five percent (5%), multiplied by (ii) the Eligible Receivables on such date.




          “Disposition”: with respect to any Property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof including, without limitation, any
sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights or claims associated therewith. The terms “Dispose” and
“Disposed of” shall have correlative meanings.




          “Disqualified Stock”: any Equity Interest, which, by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the sole option of the holder thereof (other than solely as a result




HollyFrontier Credit Agreement — Page 13




 









 




of a change of control or asset sale), in whole or in part, on or prior to the Revolving
Termination Date.




          “Dollars” and “$”: dollars in lawful currency of the United States.




          “Domestic Lending Office”: with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” below its name on Schedule 1.1, or such other
office as such Lender may from time to time specify to Borrowers and Administrative Agent; with
respect to any Issuing Bank, the office, branch, or agency through which it issues Letters of
Credit; and, with respect to Administrative Agent, the office, branch, or agency through which it
administers this Agreement.




          “Dominion Account”: a special account established by Borrowers at Administrative Agent
or another bank acceptable to Administrative Agent, over which Administrative Agent has exclusive
control for withdrawal purposes.




          “Dominion Trigger Period”: the period (a) commencing on the day that an Event of
Default occurs (and is not cured or waived on such day), or Liquidity is less than the greater of
(i) 12.5% of the lesser of (A) the Total Revolving Commitments and (B) the Borrowing Base or (ii)
$112,500,000 at any time; and (b) continuing until, during the preceding 90 consecutive days, no
Event of Default has existed and Liquidity has been greater than the greater of (i) 12.5% of the
lesser of (A) the Total Revolving Commitments and (B) the Borrowing Base or (ii) $112,500,000 at
all times.




          “Eligible Assignee”: means any Person that meets the requirements to be an assignee
under Section 12.6(b)(iii) (subject to such consents, if any, as may be required under
Section 12.6(b)(iii)).




          “Eligible Government Receivable”: any Eligible Receivable arising from a U.S.
Government Contract that complies with clause (f) of the definition of Eligible Receivables.




          “Eligible In-Transit Petroleum Inventory”: Eligible Petroleum Inventory owned by a
Loan Party that is in transit via pipeline from a vendor or a supplier in the United States.




          “Eligible Petroleum Inventory”: At any time, Petroleum Inventory owned by any Loan
Party, except any Petroleum Inventory that:




          (a) (i) is Petroleum Inventory to which any Loan Party does not have title free and clear of
all Liens other than those (A) in favor of Administrative Agent for the benefit of the Secured
Parties, (B) those in favor of the operator of the pipeline, terminal, storage tank or other
facility in which Petroleum Inventory is held or transmitted that arise under Applicable Law or
contract and for which a Collateral Access Agreement has been obtained or appropriate amounts have
been included in the Rent and Charges Reserve, and (C) Specified Liens or (ii) is not subject to a
valid, first priority perfected Lien in favor of Administrative Agent for the benefit of the
Secured Parties; provided such Petroleum Inventory may be subject to one or more Specified
Liens; or




HollyFrontier Credit Agreement — Page 14




 









 





          (b) is not in good saleable or usable condition, is deteriorating in quality and is obsolete,
and is of a quality which (in locations where sold by the applicable Loan Party) is not marketable
at prevailing market prices for such products and does not meet all applicable governmental
regulations and standards at the place of intended sale; or




          (c) is Petroleum Inventory that such Loan Party does not have an absolute and unconditional
right to obtain such Petroleum Inventory or Petroleum Inventory equivalent to such Petroleum
Inventory from the operator of the pipeline, terminal, storage tank or other facility in which
Petroleum Inventory is held or transmitted for any reason, in each case, other than such Petroleum
Inventory being subject to (i) Liens in favor of the operator of the pipeline, terminal, storage
tank or other facility in which Petroleum Inventory is held or transmitted that arise under
Applicable Law or contract and for which a Collateral Access Agreement has been obtained or
appropriate amounts have been included in the Rent and Charges Reserve and (ii) Specified Liens; or




          (d) is Petroleum Inventory not located in the United States or Canada; or




          (e) is at a location other than (i) a location owned by a Loan Party, (ii) a location leased
by any Loan Party, or located in a storage facility, warehouse or other facility owned or leased by
a Person other than a Loan Party or in the possession of a bailee and either (A) the value of the
Petroleum Inventory located at such locations is equal to or less than $20,000,000, or (B) such
lessor, warehouseman, processor, bailee or other Person has delivered to Administrative Agent a
Collateral Access Agreement or (C) to the extent that such location does not satisfy the conditions
in clause (A) or (B), a Rent and Charges Reserve with respect to such location has been established
by Administrative Agent in its Credit Judgment; or




          (f) is Tank Heel; provided that, unless a Borrowing Base Adjustment Period is in
effect, only that portion of the Value of such Petroleum Inventory in excess of $100,000,000 shall
be ineligible and at any time a Borrowing Base Adjustment Period is in effect all of such Petroleum
Inventory will be ineligible; or




          (g) is commingled with Petroleum Inventory of any Person other than a Loan Party unless such
Person and such Loan Party have adequate records to determine the quantities and amounts of such
commingled Petroleum Inventory owned by such Loan Party; or




          (h) is located, stored or maintained at any service station or other retail outlet; or




          (i) is Petroleum Inventory for which reclamation rights have been asserted by the seller; or




          (j) is not in full conformity with the representations and warranties made by the applicable
Loan Parties to Administrative Agent in Section 6.18.




     If any Petroleum Inventory at any time ceases to be Eligible Petroleum Inventory, such
Petroleum Inventory shall promptly be excluded from the calculation of the Borrowing Base;
provided, however, that if any Petroleum Inventory ceases to be Eligible Petroleum
Inventory because of the adjustment of or imposition of new exclusionary criteria pursuant to the



HollyFrontier Credit Agreement — Page 15




 









 




succeeding paragraph, Administrative Agent will not require exclusion of such Petroleum
Inventory from the Borrowing Base until three (3) Business Days following the date on which
Administrative Agent gives notice to Borrower Agent of such ineligibility, unless a Default exists,
in which event such exclusion shall be effective upon the giving of such notice.




     Administrative Agent reserves the right, at any time and from time to time after the Closing
Date, to adjust any of the exclusionary criteria set forth above and to establish new criteria, in
its Credit Judgment, subject to the approval of all Lenders in the case of adjustments or new
criteria which have the effect of making more credit available than would be available based upon
the criteria in effect on the Closing Date.



          “Eligible Receivables”: At any time Receivables of any Loan Party, arising out of the
sale of goods or rendition of services by such Loan Party to its customers in the Ordinary Course
of Business, except any Receivable that:




          (a) remains unpaid for more than thirty (30) days after the date on which payment was due or
for more than ninety (90) days after the date of the original applicable invoice unless payment in
full of such Receivable, by its terms, is not required before ninety (90) days after the date of
the original applicable invoice; or




          (b) is owed by an Account Debtor and together with all other Receivables owed by such Account
Debtor (and its Affiliates) the total amount of Receivables of such Account Debtor (and its
Affiliates) exceeds (but only to the extent of such excess) (i) with respect to an Account Debtor
that is an Investment Grade Customer other than Shell Oil Company, ten percent (10%) of the
aggregate amount of all Receivables, (ii) with respect to Shell Oil Company, forty percent (40%) of
the aggregate amount of all Receivables; provided that said percentage shall be
automatically reduced to twenty-five percent (25%) at any time Shell Oil Company no longer
maintains a long-term corporate debt rating of at least Aa2 from Moody’s and at least AA from S&P,
(iii) with respect to an Account Debtor that is a Designated Customer, fifteen percent (15%), of
the aggregate amount of all Receivables, and (iv) with respect to any other Account Debtor (other
than the United States of America, or any federal, state, local or other political subdivision
thereof or any department, agency or instrumentality of any of the foregoing), five percent (5%) of
the aggregate amount of all Receivables (or such higher percentage that Administrative Agent and
the Specified Agent-Related Persons may jointly establish for any such Account Debtor described in
the foregoing clauses (i) through (iv) from time to time); or




          (c) is owed by an Account Debtor for which twenty percent (20%) or more of the amount of
Receivables owing by such Account Debtor (and its Affiliates) are not Eligible Receivables as a
result of clause (a) of this definition; or




          (d) is owed by an Account Debtor who is a director, officer, employee, Subsidiary or Affiliate
of the Company or any other Loan Party; or




          (e) is owed by an Account Debtor who is a foreign government, any federal, state, local or
other political subdivision thereof, or any department, agency, or instrumentality of any of the
foregoing described in this clause (e); or




HollyFrontier Credit Agreement — Page 16




 









 





          (f) is owed by the United States of America, any federal, state, local or other political
subdivision thereof or any department, agency or instrumentality of any of the foregoing described
in this clause (f), unless the Account Debtor is the U.S. Government, such U.S. Government Contract
is set forth in Schedule 1.3 (or in a supplement to Schedule 1.3 delivered by
Borrower Agent to Administrative Agent not less than three Business Days prior to the delivery of
the first Borrowing Base Certificate in which the Borrowers desire to include Receivables arising
from such contract); and (1) such U.S. Government Contract does not contain a provision,
substantially to the effect of Federal Acquisition Regulation 52.232-24, prohibiting assignment of
amounts due from the U.S. Government under such contract; or (2) the applicable Loan Party has
complied with the provisions of the Federal Assignment of Claims Act or other applicable statutes,
including executing and delivering to Administrative Agent all statements of assignment and/or
notification which are in form and substance acceptable to Administrative Agent and which are
deemed necessary by Administrative Agent to effectuate the assignment of such Receivable to
Administrative Agent for the benefit of the Secured Parties; or




          (g) is not denominated in Dollars or Canadian dollars (or if in Canadian dollars, the currency
exchange risk in respect of such Receivable that is in Canadian dollars has not been hedged to the
reasonable satisfaction of Administrative Agent) or not payable in the United States; or




          (h) is owed by an Account Debtor who is not a resident of the United States (which shall not
be deemed to include any territories of the United States) or Canada unless the Account Debtor (i)
has supplied the applicable Loan Party with an irrevocable letter of credit (which letter of credit
shall be delivered to Administrative Agent and shall be in form and substance reasonably acceptable
to Administrative Agent and issued by an Acceptable Issuer), or (ii) is Pemex or any Affiliate of
Pemex and (A) the aggregate amount of all Receivables owing by Pemex and its Affiliates does not
exceed $20,000,000, (B) Pemex would otherwise qualify as an Investment Grade Customer, and (C)
payment of such Receivable is insured by an insurer acceptable to and on terms and conditions
acceptable to Administrative Agent and the Specified Agent-Related Persons, in their collective
Credit Judgment, and (iii) with respect to clauses (i) and (ii) above, is invoiced to and paid in
Dollars from an office of such Account Debtor located within the United States; or




          (i) is subject to any dispute, contra-account, defense, offset or counterclaim, volume rebate
or advertising or other allowance; provided that if any portion of any such
Receivables is not subject to any dispute, contra-account, defense, offset, counterclaim, volume
rebate or advertising or other allowance and the payment of such portion is not being withheld or
delayed or otherwise affected in any manner due to the portion that is subject to such dispute,
contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance,
then such portion which is not subject to any dispute, contra-account, defense, offset,
counterclaim, volume rebate or advertising or other allowance shall not be excluded from Eligible
Receivables because of this clause (i); or




          (j) is owed by an Account Debtor that is the subject of an Insolvency Proceeding or has made
an assignment for the benefit of creditors or whose assets have been conveyed to a receiver,
pledgee, trustee or assignee for the benefit of creditors unless there is a




HollyFrontier Credit Agreement — Page 17




 









 




letter of credit supporting such Receivable (which letter of credit shall have been delivered
to Administrative Agent and shall be in form and substance reasonably acceptable to Administrative
Agent and issued by an Acceptable Issuer); or




          (k) is conditional upon such Account Debtor’s approval or is otherwise subject to any
repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval or consignment basis, or where such Receivable represents
progress billings; or




          (l) is not at all times the legal, valid and binding obligation of the Account Debtor thereon,
enforceable against such Account Debtor in accordance with its terms, subject to the effect of any
applicable Debtor Relief Laws; or




          (m) the applicable Loan Party with respect to such Receivable has not yet shipped the
applicable goods or performed the applicable service; or




          (n) the applicable Loan Party with respect to such Receivable (or any other party to such
Receivable) is in default in the performance or observance of any of the terms thereof (other than
payment of such Receivable) in any material respect; or




          (o) (i) is subject to any Lien or the Petroleum Inventory, goods, property, services or other
consideration for such Receivable constituting proceeds is subject to any such Lien, in either case
other than the Lien granted to Administrative Agent for the benefit of the Secured Parties and
Specified Liens or (ii) is not subject to a valid, first priority perfected Lien in favor of
Administrative Agent for the benefit of the Secured Parties; provided such Receivable may
be subject to one or more Specified Liens; or




          (p) has been classified by any Loan Party as doubtful or such Receivable has otherwise failed
to meet established or customary credit standards of the Loan Parties; or




          (q) is evidenced by a promissory note or other similar instrument regardless of whether the
original of such note or instrument is in the possession of Administrative Agent; or




          (r) is expressly by its terms subordinate or junior in right or priority of payment to any
other obligation of or claim against the Account Debtor; or




          (s) is consigned or otherwise assigned to any Person for collection or otherwise; or




          (t) was generated by sales on a cash-on-delivery basis; or




          (u) is, by its terms, not required to be paid in full within ninety (90) days of the date of
the original applicable invoice; or




          (v) such Receivable is a crude oil receivable; or




          (w) is not in conformity with the representations and warranties made by the applicable Loan
Parties to Administrative Agent in Section 6.17.




HollyFrontier Credit Agreement — Page 18




 









 





     If any Receivable at any time ceases to be an Eligible Receivable, then such Receivable shall
promptly be excluded from the calculation of the Borrowing Base; provided, however,
that if any Receivable ceases to be an Eligible Receivable because of the adjustment of or
imposition of new exclusionary criteria pursuant to the succeeding paragraph, Administrative Agent
will not require exclusion of such Receivable from the Borrowing Base until three (3) Business Days
following the date on which Administrative Agent gives notice to Borrower Agent of such
ineligibility, unless a Default, in which event such exclusion shall be effective upon the giving
of such notice.



     Administrative Agent reserves the right, at any time and from time to time after the Closing
Date, to adjust any of the exclusionary criteria set forth above and to establish new criteria, in
its Credit Judgment, subject to the approval of all Lenders in the case of adjustments or new
criteria which have the effect of making more credit available than would have been available based
upon the criteria in effect on the Closing Date.



          “Enhanced Reporting Trigger Period”: the period (a) commencing on the day that an
Event of Default occurs (and is not cured or waived on such day), or Liquidity is less than the
greater of (i) 20% of the lesser of (A) the Total Revolving Commitments and (B) the Borrowing Base
or (ii) $200,000,000 at any time; and (b) continuing until, during the preceding 90 consecutive
days, no Event of Default has existed and Liquidity has been greater than the greater of (i) 20% of
the lesser of (A) the Total Revolving Commitments and (B) the Borrowing Base or (ii) $200,000,000
at all times.




          “Environmental Laws”: any and all foreign, Federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health (as such relates to the
presence in the environment of, exposure to, or the use, treatment, disposal, transport, handling,
cleanup, or remediation of any Hazardous Material) or the environment, as now or may at any time
hereafter be in effect.




          “Environmental Orders”: all administrative orders, agreed orders, consent orders,
consent decrees, or other written agreements with Governmental Authorities detailing requirements
expected of the applicable Borrower or any of its Subsidiaries by any Governmental Authority
pursuant to applicable Environmental Laws.




          “Environmental Permits”: all permits, licenses, registrations, and authorizations
required by applicable Environmental Laws for the operations of the applicable Borrower or any of
its Subsidiaries.




          “Environmental Liabilities and Costs”: all liabilities, obligations,
responsibilities, remedial actions, removal costs, losses, damages, costs and expenses that relate
to any health or safety condition regulated under any Environmental Law or in connection with any
other environmental matter or Release, threatened Release, or the presence of any Hazardous
Material.




          “Equity Interests”: shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership




HollyFrontier Credit Agreement — Page 19




 









 




interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.




          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.



          “ERISA Affiliate”: any trade or business (whether or not incorporated) that together
with a Loan Party is treated as a single employer under Section 414(b) or (c) of the Code and
regulations promulgated under those sections or within the meaning of Section 4001(a)(14) of ERISA
(and Sections 414(m) and (o) of the Code for purposes of provisions relating to the Pension Funding
Rules). Any former ERISA Affiliate of a Loan Party or any of its Subsidiaries shall continue to be
considered an ERISA Affiliate of such Loan Party or such Subsidiary within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of such Loan Party or such
Subsidiary and with respect to liabilities arising after such period for which such Loan Party or
such Subsidiary could reasonably be expected to be liable under the Code or ERISA.




          “ERISA Event”: (a) the occurrence of a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by any Loan Party or ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meaning of Sections 4203
and 4205 of ERISA) by any Loan Party or ERISA Affiliate from a Multiemployer Plan or the receipt by
any Loan Party or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is in
Reorganization or Insolvency, or that it intends to terminate or has terminated under Section 4041A
or 4042 of ERISA; (d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Section 4041 or 4041A of ERISA; (e) the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) any Loan Party or
ERISA Affiliate fails to meet the Pension Funding Rules with respect to any Pension Plan (whether
or not waived in accordance with such Pension Funding Rules) or the failure to make by its due date
a required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to
any Pension Plan or the failure by any Loan Party or any of its ERISA Affiliates to make any
required contribution to a Multiemployer Plan, or requests a minimum funding waiver; (g) the
occurrence of an event or condition which could reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan
Party or ERISA Affiliate; (i) the assertion of a material claim (other than routine claims for
benefits) against any Plan, or the assets thereof, or against any Loan Party or any of its ERISA
Affiliates in connection with any Plan; (j) receipt from the Internal Revenue Service of notice of
the failure of any Pension Plan (or any other Plan intended to be qualified under Section 401(a) of
the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of
any Plan to qualify for exemption from taxation under Section 501(a) of the Code; (k) the
imposition of a Lien pursuant to Section 401(a)(29) or 430(k) of the Code or pursuant to Section
303(k) of ERISA or a violation of Section 436 of the Code with respect to any Pension Plan; (l) the
occurrence of a non-exempt prohibited transaction (within the meaning of Section 406 of ERISA




HollyFrontier Credit Agreement — Page 20




 









 




or Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to
result in liability to any Loan Party or any of its ERISA Affiliates; (m) a Pension Plan is, or is
expected to be, in “at risk” status within the meaning of Section 430(i)(4) of the Code or Section
303(i)(4) of ERISA; or (n) a Multiemployer Plan (x) is in “endangered status” (under Section
432(b)(1) of the Code or Section 305(b)(1) of ERISA) or (y) is in “critical status” (under Section
432(b)(2) of the Code or Section 305(b)(2) of ERISA).




          “Eurodollar Lending Office”: with respect to any Lender, the office of such Lender
specified as its “Eurodollar Lending Office” below its name on Schedule 1.1 (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Lender as such
Lender may from time to time specify to Borrowers and Administrative Agent.




          “Eurodollar Loans”: Loans that bear interest at the Adjusted Eurodollar Rate.




          “Eurodollar Rate”: for any Eurodollar Loan within a Borrowing and with respect to the
related Interest Period therefor, the interest rate per annum (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum) set forth on Reuters Reference LIBOR01 as the London Interbank
Offered Rate, for deposits in Dollars at 11:00 a.m. (London, England time) two Business Days before
the first day of such Interest Period and for a period equal to such Interest Period;
provided that, if no such quotation appears on the Reuters Reference LIBOR01, the
Eurodollar Rate shall be an interest rate per annum equal to the rate per annum at which deposits
in Dollars are offered by the principal office of Union Bank, N.A. (or such other Lender as shall
then be serving as Administrative Agent) in London, England to prime banks in the London interbank
market at 11:00 a.m. (London, England time) two Business Days before the first day of such Interest
Period in an amount substantially equal to the Eurodollar Borrowing to be maintained by the Lender
that is Administrative Agent in respect of such Borrowing and for a period equal to such Interest
Period.




          “Event of Default”: any of the events specified in Article 10,
provided that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.




          “Exchange Act”: as defined in Section 10(l).




          “Excise Tax Reserve”: the aggregate amount of reserves jointly established by
Administrative Agent and the Specified Agent-Related Persons from time to time, in their collective
Credit Judgment in respect of state and federal excise and similar taxes that will be payable by
the Loan Parties in connection with sales of Petroleum Inventory.




          “Excluded Taxes”: with (a) respect to Administrative Agent, any Lender, any Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation of any
Borrower hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its income
or gross receipts (however denominated), and franchise Taxes imposed on it (in lieu of income Taxes
or gross receipt Taxes), by the jurisdiction (or any political subdivision thereof) under the laws
of which such recipient is organized or in which its principal office is located or, in the case of
any Lender, in which its Applicable Lending Office is located, (b) any branch profits Taxes imposed
by the United States of America or any similar Tax imposed by any other jurisdiction in which a
Borrower or any Lender is located, (c) in the




HollyFrontier Credit Agreement — Page 21




 









 




case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under
Section 5.15(b)), any withholding Tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional amounts from any
Borrower with respect to such withholding Tax pursuant to Section 5.14(a), (d) United
States withholding Taxes imposed under FATCA, and (e) Taxes attributable to a Lender’s or other
recipient’s failure or inability (other than as a result of a Change in Law) to comply with
Section 5.14(e).




          “Existing Credit Agreements”: collectively, the Existing Holly Credit Agreement and
the Existing FOC Credit Agreement.




          “Existing FOC Credit Agreement”: that certain Fourth Amended and Restated Credit
Agreement, dated as of August 19, 2008, among FOC, Frontier Oil and Refining Company, as borrower,
Union Bank, N.A., as administrative agent, and a letter of credit issuer, and the financial
institutions from time to time a party thereto as lenders, as amended prior to the Closing Date.




          “Existing Holly Credit Agreement”: that certain Second Amended and Restated Credit
Agreement, dated as of April 7, 2009, among Holly, as borrower, Bank of America, N.A. as
administrative agent, swingline lender and letter of credit issuer, and the financial institutions
from time to time a party thereto as lenders, as amended prior to the Closing Date.




          “Existing Letters of Credit”: the Letters of Credit (as defined in the Existing
Credit Agreements) issued pursuant to either of the Existing Credit Agreements and set forth on the
attached Schedule 1.4.




          “Existing Senior Notes” means, collectively, for so long as the same remain
outstanding, the notes issued prior to the Closing Date under each of, (a) that certain First
Supplemental Indenture dated as of September 17, 2008 to that certain Indenture dated as of
September 17, 2008, as supplemented prior to the Closing Date, among FOC, the guarantors party
thereto, and Wells Fargo Bank, National Association, as trustee, (b) that certain First
Supplemental Indenture dated as of November 22, 2010 to that certain Indenture dated as of November
22, 2010, as supplemented prior to the Closing Date, among FOC, the guarantors party thereto, and
Wells Fargo Bank, National Association, as trustee, and (c) that certain Indenture dated as of June
10, 2009, as supplemented prior to the Closing Date, among Holly, the guarantors party thereto and
U.S. Bank Trust National Association, as trustee.




          “Extraordinary Expenses”: all reasonable and documented costs, expenses or advances
that Administrative Agent may incur during a Default, or during the pendency of an Insolvency
Proceeding of a Loan Party, including those relating to (a) any audit, inspection, repossession,
storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale,
collection, or other preservation of or realization upon any Collateral; (b) any action,
arbitration or other proceeding (whether instituted by or against Administrative Agent, any Lender,
any Loan Party, any representative of creditors of a Loan Party or any other Person) in any way
relating to any Collateral (including the validity, perfection, priority or avoidability of




HollyFrontier Credit Agreement — Page 22





 












 




Administrative Agent’s Liens with respect to any Collateral), Loan Documents, Letters of
Credit or Obligations, including any lender liability or other Claims; (c) the exercise, protection
or enforcement of any rights or remedies of Administrative Agent in, or the monitoring of, any
Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect
to any Collateral; (e) any exercise of any rights or remedies with respect to the Collateral or the
Obligations; (f) negotiation and documentation of any modification, waiver, workout, restructuring
or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances.
Such reasonable and documented costs, expenses and advances include reasonable transfer fees, Other
Taxes, storage fees, insurance costs, Permit fees, utility reservation and standby fees, legal
fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions,
accountants’ fees, environmental study fees, wages and salaries paid to employees of any Loan Party
or independent contractors in liquidating any Collateral, and travel expenses.




          “FATCA”: Sections 1471 through 1474 of the Code and any regulations promulgated
thereunder or official interpretation published in the Internal Revenue Bulletin thereof.




          “Federal Funds Effective Rate”: for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100th of one percent) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is to be
determined is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate
on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if such rate is not so published for any day, the Federal Funds Effective
Rate for such day shall be the average rate quoted to Administrative Agent on such day on such
transactions as determined by Administrative Agent.




          “Financial Covenant Trigger Period”: the period (a) commencing on the day that an
Event of Default occurs (and is not cured or waived on such day), or Liquidity is less than the
greater of (i) 12% of the lesser of (A) the Total Revolving Commitments and (B) the Borrowing Base
or (ii) $100,000,000 at any time; and (b) continuing until, during the preceding 90 consecutive
days, no Event of Default has existed and Liquidity has been greater than the greater of (i) 12% of
the lesser of (A) the Total Revolving Commitments and (B) the Borrowing Base or (ii) $100,000,000
at all times.




          “First Purchaser Crude Payables”: at any time, the unpaid amount of any obligation of
any Loan Party, as a “first purchaser” of crude oil, which is secured by a Specified Lien, to the
extent such obligation is not at the time of determination covered by an irrevocable letter of
credit issued by an Acceptable Issuer and delivered to and held by Administrative Agent and in form
and substance reasonably acceptable to Administrative Agent.




          “First Purchaser Reserve”: the aggregate amount of reserves jointly established by
Administrative Agent and the Specified Agent-Related Persons from time to time, in their collective
Credit Judgment in respect of First Purchaser Crude Payables owed by the Loan Parties;
provided that at any time a Borrowing Base Adjustment Period is not in effect, the



HollyFrontier Credit Agreement — Page 23




 









 







aggregate amount of such reserves shall be an amount determined by Administrative Agent which
in any event is not greater than the amount, if any, by which such First Purchaser Crude Payables
exceed $200,000,000.




          “Fiscal Month”: any of the monthly accounting periods of the Group Members, on a
consolidated basis.




          “Fiscal Quarter”: any of the quarterly accounting periods of the Group Members, on a
consolidated basis.




          “Fiscal Year”: the 12-Fiscal Month period of the Group Members, on a consolidated
basis ending December 31 of each year.




          “Fixed Charge Coverage Ratio”: the ratio, determined on a consolidated basis for the
Group Members for the period of four Fiscal Quarters most recently ended for which financial
statements have been, or were required to be, delivered pursuant to Section 8.2, of (a)
Consolidated EBITDA minus Unfinanced Capital Expenditures made during such period,
minus federal and state taxes paid in cash during such period, including estimated tax
payments (in each case, without giving effect to any tax refunds), minus Restricted
Payments made during such period, to the extent permitted pursuant to Section 9.5 to (b)
Fixed Charges.




          “Fixed Charges”: as to any period of determination, the sum, determined on a
consolidated basis for the Group Members, without duplication, of (a) cash interest expense,
plus (b) the aggregate amount of principal payments (or the equivalent thereof) in respect
of Borrowed Money (other than repayments of the Loans) of the Group Members made during such period
and voluntary payments made by any Group Member in respect of Borrowed Money, including any
voluntary payments of Existing Senior Notes or Permitted Unsecured Indebtedness other than any
payment of Existing Senior Notes or Permitted Unsecured Indebtedness made with the proceeds of
Permitted Unsecured Indebtedness issued to refinance any Permitted Unsecured Indebtedness (but only
to the extent of the amount refinanced).




          “FOC”: Frontier Oil Corporation, a Wyoming corporation, and its successors.




          “FOC 8.5% Senior Notes” means the 8.5% Senior Notes due on September 15, 2016 issued
by FOC pursuant to and in accordance with the terms of the FOC 8.5% Senior Notes Indenture.




          “FOC 8.5% Senior Notes Indenture” means that certain Indenture dated as of September
17, 2008, as supplemented prior to the Closing Date, by and among FOC, as issuer, the guarantors
party thereto, and Wells Fargo Bank, National Association, as trustee, as amended, restated,
supplemented, renewed or extended or otherwise modified from time to time to the extent permitted
by Section 9.7.




          “Foreign Lender” any Lender that is organized under the laws of a jurisdiction other
than that in which a Borrower is resident for tax purposes. For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



HollyFrontier Credit Agreement — Page 24




 









 








          “Fronting Exposure”: at any time there is a Defaulting Lender, (a) with respect to
any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding LC Obligations
with respect to Letters of Credit issued by such Issuing Bank other than LC Obligations as to which
such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof, and (b) with respect to any Swingline Lender,
such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such
Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders.




          “Fund”: any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the Ordinary Course of Business.




          “GAAP”: generally accepted accounting principles in effect in the United States from
time to time.




          “Governmental Authority”: any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).




          “Group Members”: collectively, the Company and each of its Subsidiaries (including
Borrowers) other than the Unrestricted Subsidiaries.




          “Guarantee and Collateral Agreement”: that certain Guarantee and Collateral Agreement
executed and delivered by each Loan Party on the Closing Date in favor of Administrative Agent for
the benefit of the Secured Parties, substantially in the form of Exhibit I.




          “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation, contingent or otherwise, of the guaranteeing Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the obligee of any such
primary obligation of the ability of the primary obligor to make payment of such primary
obligation, (iv) with respect to the Loan Parties, any Indemnification Agreement, the BNP
Transaction and any similar transaction permitted under Section 9.1(m), or (v) otherwise to
assure or hold harmless the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the Ordinary Course of Business. The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of
(a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which



HollyFrontier Credit Agreement — Page 25




 









 







such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
determined by Borrower Agent in good faith.




          “Guarantor Payment”: as defined in Section 5.17(c).




          “Hazardous Materials”: means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and
all other substances or wastes of any nature regulated pursuant to any Environmental Law.




          “Hedge Agreement”: (a) any transaction (including an agreement with respect to any
such transaction) now existing or hereafter entered into which is (i) a rate swap transaction,
basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward contracts, future contracts, equity or equity index swaps, equity or equity index
options, bond or bond price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, swap option, credit protection transaction, credit swap,
credit default swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell back transaction, securities
lending transaction, prime brokerage margin or other cash loan, short sale, weather index
transaction or forward purchase or sale of a security, commodity or other financial instrument or
interest (including any option with respect to any of these transactions) or (ii) which is a type
of transaction that is similar to any transaction referred to in clause (i) above or any
combination thereof that is currently, or in the future becomes, recurrently entered into in the
financial markets (including terms and conditions incorporated by reference in such agreement) and
which is a forward, swap, future, option or other derivative on one or more rates, currencies,
commodities, equity securities or other equity instruments, debt securities or other debt
instruments, economic indices or measures of economic risk or value, or other benchmarks against
which payments or deliveries are to be made, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or governed by, any form
of Master Agreement, including any such obligations or liabilities under any Master Agreement.




          “Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after
taking into account the effect of any legally enforceable netting agreement relating to such Hedge
Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Hedge Agreements (which may
include a Lender or any Lender Affiliate).



HollyFrontier Credit Agreement — Page 26




 









 








          “HEP LP”: HEP Logistics Holdings, L.P., a Delaware limited partnership, and its
successors.




          “Holly”: Holly Corporation, a Delaware corporation, prior to the consummation of the
Transactions.




          “Holly Energy Partners”: Holly Energy Partners, L.P., a Delaware limited partnership,
and its successors.




          “Holly UNEV”: Holly UNEV Pipeline Company, a Delaware corporation, and its
successors.




          “Immaterial Subsidiary”: any Subsidiary of the Company that, at all times, (a) is not
an Unrestricted Subsidiary (b) has no Guarantee Obligation with respect to any Permitted Unsecured
Indebtedness or any Existing Senior Notes, and (c) represents less than five percent (5%) of the
Company’s consolidated assets and less than five percent of (5%) of the Company’s Consolidated
EBITDA; provided that all Immaterial Subsidiaries collectively do not represent more than
ten percent (10%) of the Company’s consolidated assets or more than ten percent (10%) of the
Company’s Consolidated EBITDA. All Immaterial Subsidiaries as of the Closing Date are listed on
Schedule 1.5 attached hereto.




          “Indebtedness”: of any Person at any date, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables incurred and paid in the Ordinary Course
of Business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even though the rights
and remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations and Synthetic Lease
Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of credit, or similar
arrangements, (g) all Guarantee Obligations of such Person in respect of obligations of the kind
referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in
clauses (a) through (f) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts
and contract rights) owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation, but limited to value of assets pledged, (i) all net
obligations, liabilities and debt of such Person arising under Hedge Agreements to the extent
required to be reflected as a liability on such Person’s balance sheet as of the date of
determination, and (j) Disqualified Stock. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor. The amount of any net
obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value
thereof as of such date.



HollyFrontier Credit Agreement — Page 27




 









 








          “Indemnification Agreement”: any indemnification agreement for the benefit of HEP LP
or any other MLP Party, entered into from time to time by a Loan Party in connection with a
Disposition permitted under Section 9.10(g) that is in form and substance substantially
similar to the Prior Indemnification Agreements.




          “Indemnified Taxes”: Taxes other than (a) Excluded Taxes and (b) Other Taxes.




          “Indemnitee”: as defined in Section 12.5(b).




          “Indentures”: to the extent that the notes issued thereunder remain outstanding, each
indenture governing the Index Debt issued prior to the Closing Date or issued from time to time
after the Closing Date as permitted under Section 9.1.




          “Index Debt”: (a) the Company’s long-term, secured, senior, non-credit enhanced debt
(other than the Loans) and (b) in the event Indebtedness of the type described in clause (a) does
not exist, the Company’s long-term, unsecured, senior non-credit enhanced debt.




          “Information”: as defined in Section 12.15.




          “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.




          “Insolvency Proceeding”: any case or proceeding commenced by or against a Person
under any state, federal, or foreign law for, or any agreement of such Person to, (a) the entry of
an order for relief under the Bankruptcy Code, or any other Debtor Relief Law; (b) the appointment
of a receiver, trustee, liquidator, administrator, conservator, or other custodian for such Person
or any part of its assets or properties, real or personal; or (c) an assignment or trust mortgage
for the benefit of creditors.




          “Intellectual Property”: 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 copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.




          “Intercompany Obligations”: as defined in Section 5.17(d).




          “Interest Payment Date”: (a) with respect to any Base Rate Loan or Swingline Loan,
the last Business Day of each March, June, September and December and the Revolving Termination
Date, (b) with respect to any Eurodollar Loan having an Interest Period of three months or less,
the last day of such Interest Period and the Revolving Termination Date; (c) with respect to any
Eurodollar Loan having an Interest Period longer than three months, the respective dates that fall
every three months after the beginning of such Interest Period and the Revolving Termination Date,
and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.



HollyFrontier Credit Agreement — Page 28





 









 








          “Interest Period”: with respect to each Eurodollar Loan, the period specified in the
Borrowing Notice or Continuation/Conversion Notice applicable to such Eurodollar Loan, beginning on
and including the date specified in such Borrowing Notice or Continuation/ Conversion Notice (which
must be a Business Day), and ending 7 days, 14 days, one month or, two, three, or six months, or,
to the extent available, nine or twelve months thereafter, as Borrower Agent may elect in such
notice; provided that: (a) each Interest Period shall commence on the date the Loan is made
or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding
day in the final calendar month, (b) if any Interest Period commences on a day for which there is
no numerically corresponding day in the final calendar month or if such corresponding day falls
after the last Business Day of such month, then the Interest Period shall expire on the last
Business Day of such month and, if any Interest Period would expire on a day that is not a Business
Day, the Interest Period shall expire on the next Business Day; and (c) notwithstanding the
foregoing, any Interest Period which would otherwise end after the Revolving Termination Date shall
end on the Revolving Termination Date (or, if the Revolving Termination Date is not a Business Day,
on the first Business Day preceding the Revolving Termination Date ).




          “Inventory”: as defined in the Guarantee and Collateral Agreement.




          “Inventory Reserve”: the aggregate amount of reserves jointly established by
Administrative Agent and the Specified Agent-Related Persons from time to time, in their collective
Credit Judgment to reflect declines in market value or to reflect factors that may negatively
impact the value of Petroleum Inventory, including change in salability, obsolescence, seasonality,
theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.




          “Investment”: with respect to any Person, any loan, advance, or extension of credit
by such Person to, or any guaranty with respect to the Equity Interests, Borrowed Money, or other
obligations of, or any contributions to the capital of, any other Person, or any ownership,
purchase, or other acquisition by such Person of any Equity Interests of any other Person, other
than any Acquisition. In determining the aggregate amount of Investments outstanding at any
particular time, (a) the amount of any Investment represented by a guaranty shall be the higher of
(i) the stated or determinable amount of the obligation guaranteed and (ii) the maximum amount for
which the guarantor may be liable pursuant to the terms of the instrument embodying such guaranty
(and, if such amounts are not determinable, the maximum reasonably anticipated liability in respect
thereof, as determined by the Person providing such guaranty in good faith); (b) there shall be
deducted in respect of each such Investment any amount received as a return of principal or capital
(including by repurchase, redemption, retirement, repayment, liquidating, or other dividend or
distribution); (c) there shall not be deducted in respect of any Investment any amounts received as
earnings on such Investment, whether as dividends, interest, or otherwise; (d) there shall not be
deducted from or added to the aggregate amount of Investments any decrease or increases, as the
case may be, in the market value thereof; and (e) the amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, forgiveness or conversion to equity of debt, or
write-ups, write-downs, or write-offs with respect to such Investment.




          “Investment Account” as defined in the Guarantee and Collateral Agreement.



HollyFrontier Credit Agreement — Page 29




 









 








          “Investment Company Act” as defined in Section 6.20.




          “Investment Grade Customer”: any Account Debtor other than the U.S. Government or a
Designated Customer (i) whose long term unsecured and unguaranteed debt is rated at least “BBB-” by
S&P or at least “Baa3” by Moody’s or (ii) the direct or indirect parent of which is so rated by S&P
or Moody’s; provided that, with respect to an Account Debtor described in clause (ii)
above, such Account Debtor must be approved as an “Investment Grade Customer” by Administrative
Agent and the Specified Agent-Related Persons, acting in their collective discretion after
consultation with the Lenders, which approval may be revoked by Administrative Agent and the
Specified Agent-Related Persons, acting in their collective discretion after consultation with the
Lenders, at any time upon written notice thereof to Borrower Agent; provided that any
revocation shall require the approval of Administrative Agent and each Specified Agent-Related
Person. The unanimous revocation by Administrative Agent and each Specified Agent-Related Person of
the approval of any Account Debtor described in clause (ii) above as an “Investment Grade Customer”
shall be effective prospectively and shall not affect any Eligible Receivables with respect to
which such Investment Grade Customer is the Account Debtor included in the Borrowing Base at the
time such revocation is effective.




          “ISP”: with respect to any Letter of Credit, the “International Standby Practices
1998” published by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance).




          “Issuer Documents”: with respect to any Letter of Credit, the LC Application, and any
other document, agreement and instrument entered into by an Issuing Bank and any Borrower (or any
other Group Member) or in favor of such Issuing Bank and relating to any such Letter of Credit.




          “Issuing Bank”: each of Union Bank, BNP Paribas, Bank of America, N.A. and Wells
Fargo Bank, N.A. in its capacity as an issuer of a Letter of Credit, or any successor in such
capacity, and any other Lender hereafter designated as an Issuing Bank by written notice of
Borrower Agent to Administrative Agent, subject to the consent of Administrative Agent (such
consent not to be unreasonably withheld, conditioned or delayed) and the acceptance of such role by
the designee; provided that in no event shall there be more than six (6) Issuing Banks.




          “Joint Venture Investments”: Investments in any Subsidiary in which a Person other
than the Company or an Affiliate of the Company, directly or indirectly, owns Equity Interests,
other than any Unrestricted Subsidiary; provided that such Subsidiary is or will be engaged
in a business permitted under Section 9.11.




          “LC Application”: as defined in Section 2.7(a).




          “LC Conditions”: as defined in Section 2.6.




          “LC Obligations”: the sum (without duplication) of (a) all amounts owing by any
Borrower for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters
of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit. For
purposes of computing the amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.5. For all purposes
of



HollyFrontier Credit Agreement — Page 30




 









 







this Agreement, if on any date of determination a Letter of Credit has expired by its terms
but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to
be drawn.




          “LC Supported Receivable”: any Eligible Receivable as to which an Acceptable Issuer
has issued an irrevocable standby letter of credit in the amount of such Eligible Receivable for
the benefit of the applicable Loan Party to be drawn in the event of a default by the applicable
Account Debtor, including any Eligible Receivable that is supported by a letter of credit that
satisfies the requirements of clauses (h) (with respect to subclause (i) only) and (j) of the
definition of Eligible Receivables; provided that from and after the occurrence and during
the continuance of an Event of Default, all amounts received by any Loan Party in respect of any
such letter of credit shall be held in trust for the benefit of Administrative Agent and
immediately after receipt thereof delivered to Administrative Agent by such Loan Party in
accordance with the Guarantee and Collateral Agreement.




          “Lender Affiliate”: (a) any Affiliate of any Lender, (b) any Person that is
administered or managed by any Lender and that is engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of
Business and (c) with respect to any Lender which is a fund that invests in commercial loans and
similar extensions of credit, any other fund that invests in commercial loans and similar
extensions of credit and is managed or advised by the same investment advisor as such Lender or by
an Affiliate of such Lender or investment advisor.




          “Lender Counterparty”: any (a) Person that is a party to a Hedge Agreement with any
Loan Party that entered into such Hedge Agreement before or while such Person was a Lender or a
Lender Affiliate, or (b) an assignee of any Hedge Agreement described in clause (a) above so long
as such assignee is a Lender or a Lender Affiliate at the time of such assignment.




          “Lender Hedge Agreement”: a Hedge Agreement between any one or more Loan
Parties and a Lender Counterparty (including each confirmation or modification in respect of such
Hedge Agreement).




          “Lender Hedge Obligation”: any obligation of any Loan Party arising from time to time
under any Lender Hedge Agreement; provided that if the Lender Counterparty with respect to
such Lender Hedge Agreement ceases to be a Lender Party or a Lender Affiliate, the Lender Hedge
Obligations of any Loan Party to such Lender Counterparty shall continue to include those
obligations arising from hedge transactions entered into and confirmed while or prior to the time
such Lender Counterparty was a Lender or a Lender Affiliate but shall not include those obligations
arising from hedge transactions entered into and confirmed after such Person ceases to be a Lender
Party or a Lender Affiliate regardless of the date any related Master Agreement was executed and
delivered with respect thereto.




          “Lender Parties”: Administrative Agent, Swingline Lender, Issuing Banks, and all
Lenders.



HollyFrontier Credit Agreement — Page 31




 









 








          “Lenders” or “Lender”: is defined in preamble to this Agreement and, in any
event, including Swingline Lender in its capacity as a provider of Swingline Loans and any other
Person who hereafter becomes a “Lender” pursuant to an Assignment and Assumption.




          “Letter of Credit”: the Existing Letters of Credit and any standby or commercial
letter of credit issued by an Issuing Bank for the account of a Borrower, or any indemnity,
guarantee, exposure transmittal memorandum or similar form of credit support issued by
Administrative Agent or an Issuing Bank for the benefit of a Loan Party.




          “Letter of Credit Fee”: on any day, the rates per annum specified in Section
3.3(c).




          “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).




          “Liquidity”: at any date, the sum of (a) Availability plus (b) (i) solely
during the period commencing on the Closing Date and ending on the date that is sixty (60) days
following the Closing Date, unrestricted cash and Cash Equivalents of the Loan Parties on deposit
or held in accounts maintained in the United States (including any cash and Cash Equivalents on
deposit in a Controlled Account, Dominion Account or Investment Account located in the United
States, but excluding any Pledged Cash) and (ii) at any time thereafter, cash and Cash Equivalents
of the Loan Parties on deposit or held, in each case, in Controlled Accounts located in the United
States, but excluding any Pledged Cash; provided that, for the purposes of the Loan
Documents, in no event shall Liquidity exceed ten (10) times the amount of Availability as of such
date.




          “LMIR”: for any day, a rate per annum equal to the rate for one month U.S. dollar
deposits as reported on Reuters BBA Libor Rates Page 3750 as of 11:00 a.m., London time, on such
day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not
so reported, then any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page of such service, as determined by
Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market).




          “Loan Account”: as defined in Section 5.10(a).




          “Loan”: a loan made pursuant to Section 4.1, and any Swingline Loan,
Overadvance Loan, or Protective Advance.




          “Loan Documents”: this Agreement, each Note, the Security Documents, including the
Guarantee and Collateral Agreement, the LC Applications, each Collateral Access Agreement, each
Perfection Certificate and any intercreditor agreement, Borrowing Base Certificate, Compliance
Certificate, report, and other documents, instruments, agreements, certificates, and schedules
executed or delivered pursuant to or in connection herewith or any other Loan Document, or the
transactions contemplated herein, whether now existing or hereafter arising (other than any Hedge
Agreement or any other Bank Product Agreements, or any



HollyFrontier Credit Agreement — Page 32




 









 







participation agreements between any Lender and any Participant with respect to the
Obligations), together with all exhibits, schedules, annexes, addenda, and other attachments
thereto, in each case, as the same may be amended, restated, supplemented, or otherwise modified
from time to time.




          “Loan Parties”: each Group Member that is a party to a Loan Document.




          “Majority Lenders”: at any time, Lenders having Credit Exposures and Unused
Commitments representing more than fifty percent (50%) of the sum of the Aggregate Credit Exposure
and all Unused Commitments at such time or, if the Revolving Commitments have been terminated,
Lenders having Credit Exposures representing more than fifty percent (50%) of the Aggregate Credit
Exposure at such time. The Credit Exposure and Unused Commitments (or, if the Revolving
Commitments have been terminated, the Credit Exposure) of any Defaulting Lender shall not be
included for the purpose of determining Majority Lenders at any time.




          “Master Agreement”: a master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement, including, without limitation, any related schedules.




          “Material Adverse Effect”: a material adverse effect on (a) the business, property,
operations, condition (financial or otherwise), or results of operations of Borrowers and their
Subsidiary Guarantors, taken as a whole, (b) the ability of any Loan Party to perform any of its
obligations under the Loan Documents to which it is a party, (c) the Collateral, or Administrative
Agent’s Liens (on behalf of itself and the Lenders and other holders of the Secured Obligations) on
the Collateral or the priority of such Liens (other than Liens permitted under Section
9.2), or (d) the validity or enforceability of this Agreement or any of the other Loan
Documents or the rights or remedies of Administrative Agent, the Issuing Banks or the Lenders
hereunder or thereunder.




          “Matured LC Obligations”: all amounts paid by an Issuing Bank on drafts or demands
for payment drawn or made under or purported to be drawn on or made under any Letter of Credit and
all other amounts due and owing to such Issuing Bank under any LC Application for any Letter of
Credit, to the extent the same have not been repaid to such Issuing Bank (with the proceeds of
Loans or otherwise).




          “Maximum Facility Amount”: $1,250,000,000.




          “Merger Agreement”: that certain Agreement and Plan of Merger dated as of February
21, 2011 by and among Holly, FOC, and Merger Sub.




          “Merger Sub”: North Acquisition, Inc.




          “MLP Parties”: collectively, Holly Logistic Services, L.L.C., HEP LP, HEP Logistics
GP, L.L.C., Holly Logistics Limited LLC, Holly Energy Partners and each of their direct and
indirect Subsidiaries.




          “Moody’s”: Moody’s Investors Service, Inc. and any successor thereto.



HollyFrontier Credit Agreement — Page 33





 












 





          “Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section
4001(a)(3) or Section 3(37) of ERISA.



          “Net Proceeds”: in connection with any Disposition, the proceeds thereof in the form
of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price adjustment receivable or
by the Disposition of any non-cash consideration received in connection therewith or otherwise, but
only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees,
amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset that is the subject of such Disposition (other than any Lien
pursuant to a Security Document) and other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable as a result
thereof (after taking into account any available tax credits or deductions and any tax sharing
arrangements).



          “Non-Consenting Lender”: means any Lender that does not approve any consent, waiver or
amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with
the terms of Section 12.1 and (ii) has been approved by the Majority Lenders.



          “Non-Defaulting Lender”: at any time, each Lender that is not a Defaulting Lender.



          “Non-Extension Notice Date” as defined in Section 2.7(c).



          “Non-Reinstatement Deadline” as defined in Section 2.7(d).



          “Notes”: each Revolving Note, Swingline Note, or other promissory note executed by a
Borrower to evidence any Obligations.



          “Notifying Lender”: any Lender that notifies Administrative Agent and Borrower Agent
in writing or made a public statement that its failure to fund all or any portion of its Loans is
the result of such Lender’s determination that one or more conditions precedent to funding has not
been satisfied in accordance with clauses (a) or (b) of the definition of Defaulting Lender herein.



          “Obligations”: the unpaid principal of and interest on (including interest and fees
accruing after the maturity of the Loans and LC Obligations and interest and fees accruing after
the commencement of any Insolvency Proceeding by or against any Loan Party, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding) the Loans, LC Obligations,
Extraordinary Expenses and all other obligations and liabilities of Borrowers and the other Loan
Parties to Administrative Agent or to any Lender or any Lender Affiliate, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the
Letters of Credit or any other document made, delivered or given in connection herewith or
therewith (other than Bank Product Agreements), whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all fees,
charges and disbursements of counsel to Administrative Agent or to any Lender that are
required



HollyFrontier Credit Agreement – Page 34





 









 







to be paid by Borrowers and the other Loan Parties pursuant hereto or any other Loan
Document) or otherwise.




          “OFAC”: The Office of Foreign Assets Control of the United States Department of the
Treasury or any successor thereto.



          “Ordinary Course of Business”: the ordinary course of business of any Group Member
undertaken in good faith.



          “Organizational Documents”: (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



          “Other Taxes”: any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



          “Overadvance” means, at any time of determination, the amount, if any, by which the
Total Revolving Extensions of Credit exceed the lesser of the Total Revolving Commitments and the
Borrowing Base.



          “Overadvance Loans” as defined in Section 2.4(c).



          “Participant”: as defined in Section 12.6(d).



          “Payment in Full”: with respect to any Obligations (a) the full and indefeasible cash
payment thereof, including any interest, fees and other charges accruing during an Insolvency
Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations are LC
Obligations or inchoate or contingent in nature (other than contingent indemnification obligations
for which no claim has been made), Cash Collateralization thereof, delivery of a standby letter of
credit acceptable to Administrative Agent in its discretion and issued by an Acceptable Issuer, in
the amount of required Cash Collateral, or delivery of other credit support acceptable to
Administrative Agent. No Loans shall be deemed to have been paid in full until all Revolving
Commitments have expired or been terminated.



          “Payment Item”: each check, draft, or other item of payment payable to a Borrower,
including those constituting Proceeds of any Collateral.



          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor).



HollyFrontier Credit Agreement – Page 35




 









 









          “Pemex”: Petróleos Mexicanos and its Affiliates.



          “Pension Funding Rules”: means the rules of the Code and ERISA regarding minimum
required contributions (including any installment payment thereof) to Pension Plans and set forth
in, with respect to plan years ending prior to the effective date as to such Pension Plan of the
Pension Protection Act of 2006, Section 412 of the Code and Section 302 of ERISA each as in effect
prior to the Pension Protection Act of 2006 and, thereafter, Sections 412 and 430 of the Code and
Sections 302 and 303 of ERISA.



          “Pension Plan”: any Plan, other than a Multiemployer Plan, that is subject to Title
IV of ERISA or the Pension Funding Rules and is sponsored or maintained by any Loan Party or ERISA
Affiliate or to which the Loan Party or ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the preceding five plan years or with respect to
which any Loan Party could incur liability (including under Section 4069 of ERISA).



          “Permits”: any permit, approval, authorization, license, registration, certification,
accreditation, certificate of authority, variance, permission, franchise, qualification, order,
filing or consent required from a Governmental Authority or other Person under an applicable
Requirement of Law.



          “Permitted Acquisition”: any Acquisition for which each of the following conditions
is met:



          (a) no Default exists immediately prior to or after giving effect to such Acquisition;



          (b) after giving effect to such transaction or series of related transactions on a pro forma
basis, Borrowers shall be in compliance with the covenant set forth in Section 9.12
(regardless of whether a Financial Covenant Trigger Period is in effect or would become in effect
as a result of such Acquisition) as of the last day of the applicable period covered by the most
recently delivered Compliance Certificate (for purposes of Section 9.12, as if such
transaction or series of related transactions, and all other Permitted Acquisitions consummated
since the first day of such applicable period, had occurred on the first day of such applicable
period);



          (c) no Loan Party shall, in connection with any such transaction or series of transactions,
assume or remain liable with respect to any Indebtedness of the related seller or the business,
Person or properties acquired except to the extent permitted under Section 9.1;



          (d) the Person or business to be acquired shall be, or shall be engaged in, a business of the
type that Borrowers and the other Restricted Subsidiaries are permitted to be engaged in under
Section 9.11 and the Property of the type described in the Guarantee and Collateral
Agreement as Collateral acquired by a Borrower or a Restricted Subsidiary in connection with any
such transaction or series of related transactions shall be made subject to the
Lien of the Guarantee and Collateral Agreement in a manner reasonably satisfactory to
Administrative Agent and shall be free and clear of any Liens, other than Liens permitted under
Section 9.2;



HollyFrontier Credit Agreement – Page 36





 









 








          (e) any Person that becomes a Restricted Subsidiary (other than an Immaterial Subsidiary) of a
Borrower in connection with such transaction or series of transactions shall have executed a
supplement to the Guarantee and Collateral Agreement and become a Loan Party hereunder on terms and
conditions set forth in Sections 8.11 and 8.13;



          (f) the board of directors of the Person to be acquired shall not have indicated publicly its
opposition to the consummation of such acquisition unless such opposition has been publicly
withdrawn;



          (g) all transactions in connection therewith shall be consummated in all material respects in
accordance with all Applicable Law;



          (h) to the extent the total cash and noncash consideration (including the fair market value of
all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and
other contingent payment obligations to, and the aggregate amounts paid or to be paid under
noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs
of property and reserves for liabilities with respect thereto and all assumptions of debt,
liabilities and other obligations in connection therewith) paid by or on behalf of the Loan Parties
in such proposed transaction or series of related transactions exceeds $50,000,000 and to the
extent available, Borrowers shall have provided Administrative Agent and the Lenders with (A)
audited financial statements for the last three Fiscal Years of the Person or business to be
acquired and unaudited financial statements thereof for the most recent interim period, (B) updated
Projections for Borrowers after giving effect to such transaction or series of related
transactions, and (C) such other information and data relating to such transaction or series of
related transactions or the Person or business to be acquired as may be reasonably requested by
Administrative Agent; and



          (i) to the extent the total cash and noncash consideration (including the fair market value of
all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and
other contingent payment obligations to, and the aggregate amounts paid or to be paid under
noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs
of property and reserves for liabilities with respect thereto and all assumptions of debt,
liabilities and other obligations in connection therewith) paid by or on behalf of the Loan Parties
in such proposed transaction or series of related transactions exceeds $50,000,000, at least 5
Business Days prior to the date of consummation of the proposed transaction or series of related
transactions, Borrowers shall have delivered to Administrative Agent and the Lenders a certificate
signed by a Responsible Officer of Borrowers certifying that (A) such transaction or series of
related transactions complies with this definition (which shall have attached thereto reasonably
detailed backup data and calculations showing such compliance), and (B) such transaction or series
of related transactions would not reasonably be expected to result in a Material Adverse Effect.



          “Permitted Discretion” with respect to Administrative Agent or any Specified
Agent-Related Person, a determination made in good faith and in the exercise of commercially
reasonable business judgment from the perspective of a secured asset-based lender to the downstream
oil and gas refining industry.



HollyFrontier Credit Agreement – Page 37




 









 








          “Permitted Holders” means (a) Lamar Norsworthy, David Norsworthy, Nona Barrett, Betty
Regard, Margaret Simmons and Suzanne Bartolucci, (b) the parents, spouses, children and other
lineal descendants of any Person listed in clause (a) and (c) any estate or any trust established
for the benefit of any one or more of the Persons described in clauses (a) and (b).



          “Permitted Unsecured Indebtedness”: unsecured Indebtedness of Borrowers and/or its
Restricted Subsidiaries; provided that (a) such Indebtedness does not mature or require any
scheduled payments in excess of 5% per annum of the principal amount thereof prior to 91 days after
the Revolving Termination Date in effect on the date of issuance of such Permitted Unsecured
Indebtedness, (b) such Indebtedness bears no greater than a market interest rate as of the time of
its issuance or incurrence (as determined in good faith by Borrowers), (c) no indenture or other
agreement governing such Indebtedness contains (i) maintenance financial covenants or (ii)
covenants or events of default that are more restrictive on Borrowers or any of its Restricted
Subsidiaries than those contained in this Agreement are on Borrowers and its Restricted
Subsidiaries, (d) after giving effect to the issuance or incurrence of such Indebtedness on a pro
forma basis, Borrowers shall be in compliance with the covenant set forth in Section 9.12
(regardless of whether a Financial Covenant Trigger period is in effect or would become in effect
as a result of such issuance or incurrence) as of the last day of the applicable period covered by
the most recently delivered Compliance Certificate (for purposes of Section 9.12, as if
such Indebtedness, and all other Permitted Unsecured Indebtedness issued or incurred since the
first day of such applicable period, had been issued or incurred on the first day of such
applicable period) and (e) in the event any Subsidiary of the Company that is not a Loan Party is
an obligor on such Indebtedness, such Subsidiary becomes a Subsidiary Guarantor and complies with
Section 8.11.



          “Person”: any natural person, partnership, corporation, limited liability company,
business trust, joint venture, company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.



          “Petroleum Inventory”: Inventory consisting of crude oil, petroleum, refined
petroleum products, byproducts, and intermediate feedstocks, and other energy-related commodities,
including condensate, natural gas liquids, liquefied petroleum gases, asphalt and other blend
components commonly used in the petroleum industry to improve characteristics of, or meet
governmental or customer specifications for, petroleum or refined petroleum products, or any blend
thereof but excluding Tank Bottoms.



          “Plan”: at a particular time, any employee benefit plan as defined in Section 3(3) of
ERISA and in respect of which a Borrower or an ERISA Affiliate is (or, if such plan were terminated
at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.



          “Platform”: as defined in Section 8.3.



          “Pledged Cash”: on any date, the aggregate amount of cash and Cash Equivalents on
deposit in a Collateral Account (other than a Dominion Account) on such date; provided
that, Borrowers shall, at all times, maintain cash and Cash Equivalents in one or more Pledged Cash



HollyFrontier Credit Agreement – Page 38




 









 







Accounts in an amount not less than the amount specified as “Pledged Cash” in the most recently
delivered Borrowing Base Certificate, except that, not more frequently than once per Fiscal Month,
Borrowers may, upon not less than two (2) Business Days prior written notice to Administrative
Agent, withdraw cash or Cash Equivalents from such Collateral Account, if (a) immediately before
such withdrawal no Default exists or would exist after giving effect thereto, (b) after giving
effect thereto and to any prepayments of the Loans and any new Loans made on the date of such
withdrawal, no Overadvance would exist, and (c) Borrower Agent delivers a Borrowing Base
Certificate to Administrative Agent reflecting the change in the Borrowing Base after giving effect
to such withdrawal.




          “Pledged Cash Account” means any Collateral Account containing Pledged Cash.



          “Preferred Stock”: as applied to the Equity Interests of any Person, means Equity
Interests of any class or classes (however designated), which is preferred as to the payment of
dividends, or upon any voluntary or involuntary liquidation or dissolution of such Person, over
Equity Interests of any other class of such Person.



          “Prior Indemnification Agreements”: (i) that certain Indemnification Agreement dated
as of July 8, 2005, executed by Navajo Pipeline Co., L.P., a Delaware limited partnership, for the
benefit of HEP LP, (ii) that certain Indemnification Agreement dated as of February 29, 2008,
executed by Navajo Pipeline Co., L.P., for the benefit of HEP LP, (iii) that certain
Indemnification Agreement dated as of February 29, 2008, executed by Navajo Refining Company,
L.L.C., a Delaware limited liability company, for the benefit of HEP LP, and (iv) that certain
Indemnification Agreement dated as of February 29, 2008, executed by Woods Cross Refining Company,
L.L.C., a Delaware limited liability company, for the benefit of HEP LP.



          “Projections”: the consolidated and consolidating balance sheet, statements of income
and cash flow for Borrowers and the other Group Members delivered to Administrative Agent in
accordance with this Agreement by Fiscal Quarter for the current Fiscal Year, prepared in good
faith on the basis of assumptions delivered with such Projections that Borrowers believe are fair
and reasonable as of the date of preparation in light of current and reasonably foreseeable
business conditions (it being understood that actual results may differ from those set forth in the
Projections).



          “Properly Contested”: with respect to any obligation of any Person, (a) the
obligation is subject to a bona fide dispute regarding amount or such Person’s liability to pay;
(b) the obligation is being properly contested in good faith by appropriate proceedings promptly
instituted and diligently pursued; (c) appropriate reserves have been established in accordance
with GAAP; (d) non-payment of such obligation could not have a Material Adverse Effect; (e) no Lien
(other than Liens permitted under Section 9.2) is imposed on assets of such Person constituting
Collateral, unless bonded and stayed to the satisfaction of Administrative Agent; and (f) if such
obligation results from entry of a judgment or other order, such judgment or order is
stayed pending appeal or other judicial review to the extent the failure to do so would result
in an Event of Default pursuant to clause (h) of Article 10.



HollyFrontier Credit Agreement – Page 39




 









 








          “Property”: any right or interest in or to property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible, including, without limitation, Equity
Interests.



          “Protective Advances”: as defined in Section 2.4(a).



          “Public Lender”: as defined in Section 8.3.



          “Rating Agencies”: the collective reference to S&P and Moody’s.



          “Receivables”: at any date of determination, all Accounts, now owned or hereafter
acquired by any Person, including (a) all accounts receivable, other receivables, book debts and
other forms of obligations (other than forms of obligations evidenced by Chattel Paper or
Instruments) (including any such obligations that may be characterized as an account or contract
right under the UCC), (b) all of such Person’s rights in, to and under all purchase orders or
receipts for goods or services, (c) all of such Person’s rights to any goods represented by any of
the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage
in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due
or to become due to such Person for Goods or other property sold, leased, licensed, assigned or
otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation
incurred or to be incurred, for energy provided or to be provided, arising out of the use of a
credit card or charge card, or for services rendered or to be rendered by such Person or in
connection with any other transaction (whether or not yet earned by performance on the part of such
Person), and (e) all collateral security of any kind, given by any Account Debtor or any other
Person with respect to any of the foregoing.



          “Reference Bank”: Union Bank, N.A. and its successors.



          “Reference Rate”: the rate of interest per annum publicly announced from time to time
by the Reference Bank as its “reference rate” or “prime rate” (neither the reference rate nor the
prime rate is intended to be the lowest rate of interest charged by Union Bank, N.A. in connection
with extensions of credit to debtors). Any change in the Base Rate due to a change in the
Reference Rate or the Federal Funds Effective Rate shall be effective as of the opening of business
on the effective day of such change in the Reference Rate or the Federal Funds Effective Rate,
respectively.



          “Register”: as defined in Section 12.6(c).



          “Registered Public Accounting Firm”: will have the meaning specified in the
Securities Laws and shall be independent of the Company and Borrowers as prescribed by the
Securities Laws.



          “Regulation D”: Regulation D of the Board as in effect from time to time.



          “Regulation U”: Regulation U of the Board as in effect from time to time.



          “Reimbursement Date”: as defined in Section 2.8.



HollyFrontier Credit Agreement – Page 40




 









 








          “Related Parties”: with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees, administrators, managers,
representatives, and advisors of such Person and of such Person’s Affiliates.



          “Release” means any release, spill, emission, leaking, pumping, emitting, discharging,
injecting, escaping, leaching, dumping, disposing or migrating into or through the indoor or
outdoor environment.



          “Rent and Charges Reserve”: the aggregate of (a) all past due rent and/or past due
other amounts owing by any Loan Party to any landlord, warehouseman, processor, repairman,
mechanic, shipper, freight forwarder, broker or other Person who possesses any Petroleum Inventory
and could assert a Lien on any Eligible Petroleum Inventory; and (b) a reserve not to exceed one
month’s rent and/or one month of other customary charges that could be payable to any such Person,
unless such Person has executed a Collateral Access Agreement.



          “Reorganization”: with respect to any Multiemployer Plan, the condition that such
plan is in reorganization within the meaning of Section 4241 of ERISA.



          “Reportable Event”: any of the events set forth in Section 4043 of ERISA and the
regulations issued thereunder, other than events for which the 30-day notice period has been waived
under applicable PBGC regulations.



          “Required Conditions”: with respect to any transaction, (x) no Default shall exist
immediately prior to or after giving effect to such transaction, and (y) either (i) Liquidity is
equal to at least 20% of the lesser of the Total Revolving Commitments and the Borrowing Base after
giving effect to the transaction, and the Fixed Charge Coverage Ratio is greater than 1.10 to 1.00
for the most recently ended period of four Fiscal Quarters for which financial statements are
available or (ii) after giving effect to such transaction, Liquidity is equal to at least the
greater of (A) 30% of the lesser of the Total Revolving Commitments and the Borrowing Base or (B)
$300,000,000.



          “Requirement of Law”: as to any Person, the Organizational Documents of such Person,
and any law, treaty, rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.



          “Reserve Requirement”: at any time, the maximum rate at which reserves (including any
marginal, special, supplemental, or emergency reserves) are required to be maintained under
regulations issued from time to time by the Board by member banks of the Federal Reserve System
against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the
effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (a) any category of liabilities which includes
deposits by reference to which the Adjusted Eurodollar Rate is to be determined, or (b) any
category of extensions of credit or other assets which include Eurodollar Loans.



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



HollyFrontier Credit Agreement — Page 41




 









 







Company or any other Borrower, but in any event, with respect to financial matters, the chief
financial officer, treasurer or assistant treasurer of the Company or any other Borrower.




          “Restricted Payments”: as defined in Section 9.5.



          “Restricted Subsidiary”: at any time, any Subsidiary that is not an Unrestricted
Subsidiary at such time.



          “Revolving Commitment”: as to any Lender and subject to the conditions set forth
herein, the obligation of such Lender, to make Loans, and participate in Swingline Loans,
Overadvance Loans, Letters of Credit and Protective Advances in an aggregate amount set forth under
the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto and that has become
effective pursuant to Section 12.6, as such amount may be adjusted by an assignment entered
into pursuant to Section 12.6 and otherwise pursuant to Sections 2.2 and
2.3. The amount of the Total Revolving Commitments as of the Closing Date is
$1,000,000,000.



          “Revolving Commitment Period”: the period from and including the Closing Date to the
Commitment Maturity Date.



          “Revolving Extensions of Credit”: as to any Lender at any time, an amount equal to
the sum of (a) the aggregate principal amount of all Loans held by such Lender then outstanding,
plus (b) such Lender’s Applicable Percentage of the LC Obligations, Swingline Loans and Overadvance
Loans then outstanding.



          “Revolving Note”: a promissory note executed by Borrowers in favor of a Lender in the
form of Exhibit H, which note shall be in the amount of such Lender’s Revolving Commitment
and shall evidence the Loans made by such Lender.



          “Revolving Termination Date”: July 1, 2016.



          “S&P”: Standard & Poor’s Ratings Services and any successor thereto.



          “Sale and Leaseback Transaction” means any arrangement, whereby one Person shall,
directly or indirectly, sell or transfer any Property to another Person who shall then or
thereafter rent or lease as lessee such Property or any part thereof or other Property which such
Person intends to use for substantially the same purpose or purposes as the property sold or
transferred.



          “Sanctioned Entity”: (a) a country or government of a country; (b) an agency of the
government of a country; (c) an organization directly or indirectly controlled by a country or its
government; (d) a Person resident in or determined to be a resident in a country, in each case,
that is subject to a country sanctions program administered and enforced by OFAC.



          “Sanctioned Person”: a person named on the list of Specially Designated Nationals
maintained by OFAC.



          “Sarbanes-Oxley”: the Sarbanes-Oxley Act of 2002.



HollyFrontier Credit Agreement — Page 42




 









 








          “Schedule of Receivables” means a schedule of all Receivables to be delivered by
Borrowers to Administrative Agent pursuant to Section 8.1(b).



          “Schedule of Petroleum Inventory” means a schedule of all Petroleum Inventory to be
delivered by Borrowers to Bank pursuant to Section 8.1(b).



          “SEC”: the Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.



          “Secured Obligations” means all Obligations, together with all Bank Product
Obligations including Lender Hedge Obligations.



          “Securities Laws”: the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and
practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board, as each of the foregoing may be amended and in effect on any applicable date
hereunder.



          “Secured Party”: collectively, Administrative Agent, the Issuing Banks, the Swingline
Lender, the Lenders, and any Bank Product Provider, and each sub-agent appointed by Administrative
Agent from time to time pursuant to Section 11.5.



          “Security Documents”: the collective reference to the Guarantee and Collateral
Agreement and all other security documents hereafter delivered to Administrative Agent granting a
Lien on any Property of any Loan Party to secure the Secured Obligations.



          “Settlement Report” means a report delivered by Administrative Agent to the Lenders
summarizing the Loans and participations in LC Obligations outstanding as of a given settlement
date, allocated among the Lenders in accordance with their Applicable Percentage.



          “SFAS 133”: Statement of Financial Accounting Standard No. 133 as promulgated by the
Financial Accounting Standards Board.



          “Shell Oil Company”: Shell Oil Company and its Affiliates and their successors.



          “Solvent”: when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets of such Person
will, as of such date, exceed the amount of all “liabilities of such Person, contingent or
otherwise”, as of such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater than the amount that
will be required to pay the liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) such Person will be able to pay its debts as they
mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim”
means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of performance if such



HollyFrontier Credit Agreement — Page 43




 









 







breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.




          “Specified Agent-Related Person”: any Agent-Related Person specified by Administrative
Agent and Borrower Agent as such. Once specified, such specification may not be revoked without
such Agent-Related Person’s consent unless such Agent-Related Person (x) is no longer a Lender or
(y) is a Defaulting Lender. The Borrower Agent’s consent shall not be required for any such
revocation.



          “Specified Liens”: Liens permitted under Sections 9.2(a),
9.2(b), 9.2(c) and 9.2(k).



          “Subject Property”: means each real property location owned, leased or occupied by
any Group Member.



          “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity of which a majority of the Equity Interests having ordinary voting power (other
than Equity Interests having such power only by reason of the happening of a contingency) to elect
a majority of the board of directors or other managers of such corporation, partnership or other
entity are at the time beneficially owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall
refer to a Subsidiary or Subsidiaries of the Company.



          “Subsidiary Guarantors”: collectively, the Restricted Subsidiaries (other than the
Immaterial Subsidiaries) of Borrowers that now or hereafter become a party to the Guarantee and
Collateral Agreement in accordance with Section 8.11. It being understood that, as of the
Closing Date, none of the MLP Parties, UNEV Pipeline, Wainoco Resources and Wainoco Oil are
Restricted Subsidiaries and none of them will become a party to the Guarantee and Collateral
Agreement on the Closing Date.



          “Swingline Lender”: Union Bank, N.A., in its capacity as lender of Swingline Loans,
or any successor in such capacity.



          “Swingline Loan”: any Borrowing of Base Rate Loans funded with Swingline Lender’s
funds pursuant to Section 2.5, until such Borrowing is settled among Lenders pursuant to
Section 2.5(b).



          “Swingline Note”: as defined in Section 2.5(a).



          “Swingline Sublimit”: an amount equal to the lesser of (a) $50,000,000 and (b) ten
percent (10%) of the Total Revolving Commitments. The Swingline Sublimit is a subfacility of, and
not in addition to, the Total Revolving Commitments.



          “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such



HollyFrontier Credit Agreement — Page 44




 









 







Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment) and, for the purposes of this
Agreement, the amount of such obligations at any time shall be the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were accounted for as a
capital lease.




          “Tank Bottoms”: Inventory consisting of basic sediment, water and slop oil.



          “Tank Heel”: unless otherwise determined by Administrative Agent and the Specified
Agent-Related Persons, in the exercise of their collective Credit Judgment, based on a report
prepared by a consultant or adviser acceptable to Administrative Agent and each Specified
Agent-Related Person, Petroleum Inventory in a storage tank, terminal or similar facility
representing the difference between the working capacity required for the operation of such
facility in the Ordinary Course of Business and the maximum capacity (net of any Tank Bottoms) of
such facility.



          “Taxes”: all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



          “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving
Commitments then in effect.



          “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the
Revolving Extensions of Credit of the Lenders outstanding at such time.



          “Transactions”: collectively, (a) the transactions contemplated by the Merger
Agreement, including the merger of Merger Sub with and into FOC with FOC as the surviving
corporation, (b) the change of the name of Holly to “HollyFrontier Corporation”, (c) the payoff and
termination of the Existing Credit Agreements, and (d) the release of all Liens securing the
Existing Credit Agreements.



          “Type”: with respect to any Loan, the characterization of such Loan as a Base Rate
Loan or a Eurodollar Loan.



          “UCC”: the Uniform Commercial Code, as in effect from time to time in the State of
New York or, to the extent otherwise specified, as in effect in such other jurisdiction or
jurisdictions.



          “UNEV Pipeline”: UNEV Pipeline, LLC, a Delaware limited liability company, and its
successors.



          “Unfinanced Capital Expenditures: capital expenditures, other than (a) those made
with the proceeds of funded Indebtedness (other than the Loans), (b) those made with the
proceeds applied within six months of receipt of (x) any casualty insurance, condemnation or
eminent domain or (y) any Disposition (other than the sale of Petroleum Inventory) expressly
permitted hereunder, or (c) any portion of the purchase price of any Permitted Acquisition which



HollyFrontier Credit Agreement — Page 45




 









 







is classified as a fixed or capital asset on a consolidated balance sheet of the Group Members
prepared in accordance with GAAP.




          “Unfunded Pension Liability”: the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,
determined in accordance with the actuarial assumptions used for funding the Pension Plan pursuant
to the Pension Funding Rules for the applicable plan year.



          “Union Bank”: as defined in the preamble to this Agreement, including its successors
and assigns.




     “United States”: the United States of America.



          “Unrestricted Subsidiary”: the MLP Parties, UNEV Pipeline, Wainoco Resources, Wainoco
Oil and any other Subsidiary designated by the board of directors of the Company as an
“Unrestricted Subsidiary” pursuant to Section 8.14 on or after the Closing Date;
provided, however, that no Indebtedness or other obligation of any such
Unrestricted Subsidiary is guaranteed by any Borrower or any Restricted Subsidiary, directly or
indirectly, contingent or otherwise, other than Bank Product Obligations arising from Cash
Management Services and any Indemnification Agreement and no Unrestricted Subsidiary is, at any
time, an obligor on any Existing Senior Notes or any Permitted Unsecured Indebtedness.



          “Unused Commitments”: at any time, the excess of (i) the Total Revolving Commitments
at such time over (ii) the Total Revolving Extensions of Credit (other than Protective Advances) at
such time.



          “U.S. Government”: the federal government of the United States or any agency or
instrumentality thereof, the obligations of which are backed by the full faith and credit of the
United States.



          “U.S. Government Contract”: a contract between any Loan Party and the U.S.
Government.



          “Value”: (a) for Petroleum Inventory, its value determined on the basis of the lower
of cost or market, calculated on a first-in, first-out basis, and excluding any portion of cost
attributable to intercompany profit among the Company and the other Group Members; and (b) for a
Receivable, its face amount, net of any returns, rebates, discounts (calculated on the shortest
terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or
could be claimed by the Account Debtor or any other Person.



          “Wainoco Oil”: Wainoco Oil & Gas Company, a Delaware corporation, and its successors.



          “Wainoco Resources”: Wainoco Resources, Inc., a Delaware corporation, and its
successors.



HollyFrontier Credit Agreement — Page 46




 









 








     Section 1.2. Other Definitional and Interpretive Provisions. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan
Document:



          (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



          (b) The words “herein,” “hereto,” “hereof” and “hereunder” and
words of similar import when used in any Loan Document shall refer to such Loan Document as a whole
and not to any particular provision thereof.



          (c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such
reference appears.



          (d) Unless otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or other document made or
delivered pursuant hereto or thereto.



          (e) As used herein and in the other Loan Documents, and any certificate or other document made
or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not
defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become
liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have
correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract
rights, and (v) unless otherwise expressly provided herein, (a) references to Organizational
Documents, agreements or other Contractual Obligations (including the Loan Documents) shall be
deemed to include all subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and (b) references to
any Requirement of Law or Applicable Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.



          (f) Any financial ratios required to be maintained by the Group Members pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     Section 1.3. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”).
Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar
Borrowing”).



HollyFrontier Credit Agreement — Page 47




 









 








     Section 1.4. Time of Day. Unless otherwise specified, all references herein to times
of day shall be references to Central time in the United States (daylight or standard, as
applicable).



     Section 1.5. Letter of Credit Amounts. Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit
in effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or
more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time; and,
provided further that with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more automatic decreases in
the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such decreases, as of the date of
determination.



     Section 1.6. Accounting Terms and Accounting Changes.



          (a) All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with GAAP, applied on a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the audited financial statements of Company, except
as otherwise specifically prescribed herein.



          (b) If any Accounting Change occurs and results in a change in the method of calculation of
financial covenants, requirements or terms in this Agreement, then the Company and Administrative
Agent will enter into negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Change, with the desired result that the criteria for evaluating
the Group Members’ financial condition shall be the same after such Accounting Change as if such
Accounting Change had not occurred. Until such time as such an amendment has been executed and
delivered by Borrowers, Administrative Agent and the Majority Lenders, however, all financial
covenants, requirements and terms in this Agreement shall continue to be calculated or construed as
if such Accounting Change had not occurred; provided that with respect to any Accounting
Change that would require operating leases entered into in the Ordinary Course of Business to be
treated in a manner similar to capital leases under GAAP, all financial covenants, requirements and
terms in the Agreement shall continue to be calculated or construed as if such Accounting Change
had not occurred.



     Section 1.7. Uniform Commercial Code. Any term used in this Agreement or in any
financing statement filed in connection herewith which is defined in the UCC and not otherwise
defined in this Agreement or in any other Loan Document shall have the meaning given such term in
the UCC, including “Account,” “Account Debtor,” “Chattel Paper,” “Consignment,” “Deposit Account,”
“Document,” “Electronic Chattel Paper,” “Equipment,” “Fixtures,” “General Intangibles,” “Payment
Intangibles,” “Goods,” “Instrument,” “Investment Property,” “Letter-of-Credit Right,” “Proceeds,”
“Securities Account,” and “Supporting Obligation.”





HollyFrontier Credit Agreement — Page 48










 





ARTICLE 2.

THE CREDIT FACILITIES




     Section 2.1. Revolving Commitments.



          (a) Subject to the terms and conditions hereof, each Lender, severally and not jointly, agrees
to make Loans to Borrowers and purchase participations in Letters of Credit issued pursuant to
Section 2.6 upon Borrowers’ request from time to time on any Business Day during the
Revolving Commitment Period, provided that (a) subject to Sections 5.12,
5.13 and 3.2 in the case of Eurodollar Loans, Loans of the same Type shall be made
by Lenders in accordance with their respective Applicable Percentage and as part of the same
Borrowing, and (b) after giving effect to such Loans or the issuance of such Letters of Credit, as
applicable, (i) the Total Revolving Extensions of Credit do not exceed the lesser of the Borrowing
Base or the Total Revolving Commitments then in effect and (ii) the Revolving Extensions of Credit
of any Lender shall not exceed such Lender’s Revolving Commitment then in effect.




          (b) Any Lender may request that Loans made by it be evidenced by a Revolving Note. In such
event, Borrowers shall prepare, execute and deliver to such Lender a Revolving Note payable to such
Lender and in the form attached hereto as Exhibit H with appropriate insertions.
Thereafter, the Loans evidenced by such Revolving Note and interest thereon shall at all times
(including after assignment pursuant to Section 12.6) be represented by one or more
Revolving Notes in such form payable to the Lender named therein.




          (c) Borrowers shall repay all outstanding Loans on the Commitment Maturity Date.




     Section 2.2. Termination or Reduction of Revolving Commitments.



          (a) The Revolving Commitments shall terminate on the Revolving Termination Date, unless sooner
terminated in accordance with this Agreement. Upon at least three (3) Business Days prior written
notice to Administrative Agent at any time, Borrowers may, at their option, terminate the Revolver
Commitments and this credit facility. Any notice of termination given by Borrowers may state that
such notice is conditioned upon the effectiveness of other credit facilities, in which case such
notice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Administrative Agent shall give each Lender
prompt notice of its receipt of any such notice of termination (or revocation of any such notice).
On the Revolving Termination Date, Borrowers shall make Payment in Full of all Obligations.




          (b) On the effective date of any termination of the Revolving Commitments, all Obligations
shall be immediately due and payable. All undertakings of Borrowers contained in the Loan
Documents shall survive any termination, and Administrative Agent shall retain its Liens in the
Collateral and all of its rights and remedies under the Loan Documents, until Payment in Full of
all Obligations. Notwithstanding Payment in Full of all Obligations, Administrative Agent shall
not be required to terminate its Liens in any Collateral unless, with respect to any damages
Administrative Agent may incur as a result of the dishonor or return of Payment Items applied to
Obligations, Administrative Agent receives (a) a written agreement in



HollyFrontier Credit Agreement — Page 49




 









 







form and substance reasonably satisfactory to Administrative Agent, executed by Borrowers and
any Person whose advances are used in whole or in part to satisfy the Obligations (which Person
must be acceptable to Administrative Agent), indemnifying Administrative Agent and Lenders from any
such damages, or (b) such Cash Collateral as Administrative Agent, in its reasonable discretion,
deems necessary to protect against any such damages. The obligation of each Loan Party and Lender
with respect to each indemnity given by it in any Loan Document, and each other term, provision, or
section of this Agreement or any other Loan Document which states as much, shall survive Payment in
Full of the Obligations and any release or termination relating to this Agreement, the other Loan
Documents, or the credit facility established hereunder or thereunder.




          (c) Borrowers shall have the right, upon not less than three Business Days’ notice to
Administrative Agent, from time to time, to permanently reduce the amount of the Revolving
Commitments; provided that no such reduction of Revolving Commitments shall be permitted
if, after giving effect thereto and to any prepayments of the Loans made on the effective date
thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments.
Any such reduction shall be in an amount equal to $10,000,000 (or such lesser amount of Revolving
Commitments then in effect), or integral multiples of $2,500,000 in excess thereof, and shall
permanently reduce the Revolving Commitments then in effect. Any notice to reduce the Revolving
Commitments shall specify the amount of such reduction and shall be irrevocable once given.
Administrative Agent shall give each Lender prompt notice of its receipt of any such notice of
reduction.




     Section 2.3. Optional Increase in Commitments.



          (a) Subject to the conditions set forth in Section 2.3(b), Borrowers may increase the
Total Revolving Commitments then in effect by increasing the Revolving Commitment of a Lender or by
causing a Person that at such time is not a Lender to become a Lender (an “Additional
Lender”).




          (b) Any increase in the Total Revolving Commitments shall be subject to the following
additional conditions:





          (i) such increase shall not be less than $25,000,000 unless Administrative Agent
otherwise consents, and no such increase shall be permitted if after giving effect thereto
the Total Revolving Commitments would exceed the Maximum Facility Amount;




          (ii) no Default shall have occurred and be continuing at the effective date of such
increase;




          (iii) Borrowers shall have delivered to Administrative Agent a certificate executed by
a Responsible Officer of Borrower Agent certifying that (x) each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct
in all material respects on and as of the date of any such increase (or to the extent
qualified by materiality, such representations and warranties


HollyFrontier Credit Agreement — Page 50




 









 









shall be true and correct in all respects) and (y) no Default shall have occurred and
be continuing at the effective date of such increase;




          (iv) on the effective date of such increase, no Eurodollar Borrowings shall be
outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such
increase shall be the last day of the Interest Period in respect of such Eurodollar
Borrowings unless Borrowers pay compensation required by Section 5.13;




          (v) no Lender’s Revolving Commitment may be increased without the consent of such
Lender;




          (vi) if Borrowers elect to increase the Total Revolving Commitments by increasing the
Revolving Commitment of a Lender, Borrowers and such Lender shall execute and deliver to
Administrative Agent a certificate substantially in the form of Exhibit G-1 (a
“Commitment Increase Certificate”); and




          (vii) if Borrowers elect to increase the Total Revolving Commitments by causing an
Additional Lender to become a party to this Agreement, in which event Borrowers and such
Additional Lender shall execute and deliver to Administrative Agent a certificate
substantially in the form of Exhibit G-2 (an “Additional Lender
Certificate”), together with an Administrative Questionnaire and a processing and
recordation fee of $3,500, and, if requested by such Additional Lender, Borrowers shall
deliver a Revolving Note payable to such Additional Lender in a principal amount equal to
its Revolving Commitment, and otherwise duly completed.



          (c) Subject to acceptance and recording thereof pursuant to Section 2.3(b), from and
after the effective date specified in the Commitment Increase Certificate or the Additional Lender
Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest
Period in respect of such Eurodollar Borrowings, unless Borrowers have paid compensation required
by Section 5.13): (i) the amount of the Total Revolving Commitment shall be increased as
set forth therein, and (ii) in the case of an Additional Lender Certificate, any Additional Lender
party thereto shall be a party to this Agreement and the other Loan Documents to which Lenders are
parties thereto and have the rights and obligations of a Lender under this Agreement and the other
Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a
pro rata portion of the outstanding Loans (and participation interests in Letters of Credit,
Swingline Loans, Protective Advances and Overadvance Loans) of each of the other Lenders (and such
Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that
each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage
of the outstanding Loans (and participation interests) after giving effect to the increase in the
Total Revolving Commitments.




          (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional
Lender Certificate, executed by Borrowers and the Lender or Borrowers and the Additional Lender
party thereto, as applicable, the processing and recording fee, if any, referred to in Section
2.3(b), the Administrative Questionnaire referred to in Section 2.3(b), if applicable,
and the written consent of Administrative Agent, Swingline Lender and each Issuing Bank with



HollyFrontier Credit Agreement — Page 51





 









 







respect to any Additional Lender (such consent not to be unreasonably withheld, conditioned or
delayed), Administrative Agent shall accept such Commitment Increase Certificate or Additional
Lender Certificate and record the information contained therein in the Register required to be
maintained by Administrative Agent pursuant to Section 12.6(c). No increase in the Total
Revolving Commitment shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this Section 2.3(d).




     Section 2.4. Protective Advances and Overadvance Loans.



          (a) From time to time, Administrative Agent may, in its sole discretion, make one or more Base
Rate Loans to (i) preserve, protect, or defend any Collateral or to increase or improve the
likelihood of collecting or obtaining repayment of any Obligations and (ii) pay any amounts
chargeable to any Loan Party under any Loan Documents, including, costs, fees, and expenses (each
such Loan made under this Section 2.4(a), a “Protective Advance”). Administrative
Agent may make a Protective Advance without regard to Availability, the Revolving Commitments, or
the satisfaction of any condition precedent to the making of Loans, unless the Majority Lenders
have, in writing, revoked Administrative Agent’s authority to do so; provided that,
unless an Event of Default has occurred and is continuing, Administrative Agent may not make a
Protective Advance without the consent of Borrower Agent. The authority of Administrative Agent to
make Protective Advances is limited to an aggregate amount not to exceed, when taken together with
all outstanding Overadvance Loans, $50,000,000 at any time, and no Protective Advance shall cause
any Lender’s Credit Exposure to exceed its Revolving Commitment. Unless Administrative Agent’s
authority to make Protective Advances has been revoked, Administrative Agent’s determination that
funding of a Protective Advance is appropriate shall be conclusive. At any time that there is
sufficient Availability and the conditions precedent set forth in Section 7.2 have been
satisfied, Administrative Agent may request the Lenders to make a Loan to repay a Protective
Advance. The provisions of this Section 2.4(a) are solely for the benefit of
Administrative Agent and the Lenders, and none of the Loan Parties may rely on this Section
2.4(a) or have any standing to enforce its terms.




          (b) Upon the making of a Protective Advance by Administrative Agent (whether before or after
the occurrence of an Event of Default), each Lender shall be deemed, without further action by any
party hereto, to have unconditionally and irrevocably purchased from Administrative Agent, without
recourse or warranty, an undivided interest and participation in such Protective Advance in
proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is
required to fund its participation in any Protective Advance purchased hereunder, Administrative
Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments
of principal and interest and all proceeds of Collateral received by Administrative Agent in
respect of such Protective Advance.




          (c) Any provision of this Agreement to the contrary notwithstanding, at the request of
Borrower Agent, Administrative Agent may in its sole discretion (but with absolutely no
obligation), make Loans to Borrowers, on behalf of the Lenders, in amounts that exceed Availability
(any such excess Loans are herein referred to collectively as “Overadvance Loans”);
provided that, no Overadvance Loan shall result in a Default due to Borrowers’ failure to
comply with Section 2.1 for so long as such Overadvance Loan remains outstanding in
accordance with the terms of this paragraph, but solely with respect to the amount of such
Overadvance Loan. In



HollyFrontier Credit Agreement — Page 52





 









 







addition, Overadvance Loans may be made even if the condition precedent set forth in
Section 7.2(c) has not been satisfied. All Overadvance Loans shall constitute Base Rate
Borrowings. The authority of Administrative Agent to make Overadvance Loans is limited to an
aggregate amount not to exceed, when taken together with all outstanding Protective Advances,
$50,000,000 at any time, no Overadvance Loans may remain outstanding for more than thirty (30)
consecutive days and no Overadvance Loans shall cause any Lender’s Credit Exposure to exceed its
Revolving Commitment; provided that, the Majority Lenders may at any time revoke
Administrative Agent’s authorization to make Overadvance Loans. Any such revocation must be in
writing and shall become effective prospectively upon Administrative Agent’s receipt thereof.




          (d) Upon the making of an Overadvance Loan by Administrative Agent, each Lender shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from Administrative Agent, without recourse or warranty, an undivided interest and
participation in such Overadvance Loan in proportion to its Applicable Percentage of the Revolving
Commitment. Administrative Agent may, at any time, require the Lenders to fund their
participations. From and after the date, if any, on which any Lender is required to fund its
participation in any Overadvance Loan purchased hereunder, Administrative Agent shall promptly
distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and
interest and all proceeds of Collateral received by Administrative Agent in respect of such
Overadvance Loan.




     Section 2.5. Swingline Loans.



          (a) The Swingline Loans. Unless otherwise specifically requested by Borrowers in
writing, Swingline Lender may (but shall not be obligated to) fund any requested Base Rate Loan
with a Swingline Loan, but only if (i) such Swingline Loan is otherwise permitted to be made
hereunder; (ii) such Base Rate Loan is not specifically required to be made by all Lenders
hereunder, (iii) no Lender is a Defaulting Lender at such time, unless Swingline Lender has entered
into arrangements, including the delivery of Cash Collateral, satisfactory to Swingline Lender (in
its sole discretion) with Borrowers or such Lender to eliminate such Swingline Lender’s actual or
potential Fronting Exposure (after giving effect to Section 4.3(d)) with respect to the
Defaulting Lender; and (iv) after giving effect to such Swingline Loan, the aggregate principal
amount of all Swingline Loans would not exceed the Swingline Sublimit. Each Swingline Loan shall
constitute a Loan for all purposes, except that payments thereon shall be made to Swingline Lender
for its own account. The obligation of Borrowers to repay Swingline Loans shall be evidenced by
the records of Swingline Lender. On the Closing Date, Borrowers shall execute and deliver to
Swingline Lender a promissory note in the amount of the Swingline Sublimit in the form of
Exhibit J (and such promissory note, as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the “Swingline Note”).




          (b) To facilitate administration of the Loans, Swingline Lender and the other Lenders agree
that settlement among them with respect to Swingline Loans shall take place (i) on a weekly basis
(or more frequently in Swingline Lender’s discretion) and (ii) on the Revolving Termination Date.
On each settlement date, settlement shall be made with each Lender in accordance with the
Settlement Report delivered by Swingline Lender to the other Lenders.



HollyFrontier Credit Agreement — Page 53




 









 







Between settlement dates, Administrative Agent may apply payments on Loans to Swingline Loans,
regardless of any designation by Borrowers or any provision herein to the contrary. If, due to an
Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be
settled as provided herein, then each Lender shall be deemed to have purchased from Swingline
Lender a participation in each unpaid Swingline Loan in an amount equal to its Applicable
Percentage thereof and shall transfer the amount of such participation to Swingline Lender in
immediately available funds within one Business Day after Swingline Lender’s request therefor;
provided that no Lender shall be required to purchase any such participation to the extent
(and only to the extent) that such Lender’s Credit Exposure would exceed its Revolving Commitment
as a result thereof. Each Lender’s obligations under this Section 2.5(b) are absolute,
unconditional, and irrevocable and are not subject to any counterclaim, setoff, defense,
qualification, or exception, and each Lender shall perform such obligations, as applicable,
regardless of whether the Revolving Commitments have terminated, an Overadvance exists, or any
condition precedent to the making of Loans has not been satisfied. The provisions of this
Section 2.5(b) are solely for the benefit of Swingline Lender and the other Lenders, and
none of the Loan Parties may rely on this Section 2.5(b) or have any standing to enforce
its terms.




     Section 2.6. Letters of Credit. Borrowers may at any time during the Revolving
Commitment Period request an Issuing Bank, and each Issuing Bank agrees, to issue, increase the
amount of or otherwise amend or extend, one or more Letters of Credit, subject to the conditions
set forth herein, including the following (collectively, such conditions, the “LC
Conditions”):



          (a) the conditions set forth in Article 7 have been satisfied or waived;




          (b) after giving effect to such issuance, increase, amendment or extension, (i) the Total
Revolving Extensions of Credit do not exceed the lesser of the Borrowing Base or the Total
Revolving Commitments then in effect or (ii) without such Issuing Bank’s consent, the aggregate
undrawn amount of all Letters of Credit issued by such Issuing Bank does not exceed 33.33% of the
Total Revolving Commitments;




          (c) subject to Section 2.7(c), the expiration date of such Letter of Credit is (i) no
more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 180
days from issuance, in the case of documentary Letters of Credit, and (iii) at least five Business
Days prior to the Revolving Termination Date;




          (d) such Letter of Credit is to be used only (i) to support obligations of a Borrower or any
other Group Member incurred in the Ordinary Course of Business; or (ii) for other purposes as
Administrative Agent and Lenders may approve from time to time in writing;




          (e) the Letter of Credit and payments thereunder are denominated in Dollars;




          (f) such Letter of Credit is not directly or indirectly used to assure payment of or otherwise
support any Indebtedness of any Person other than Indebtedness of a Borrower or any other Group
Member;



HollyFrontier Credit Agreement — Page 54





 









 








          (g) the issuance of such Letter of Credit will be in compliance with all applicable
governmental restrictions, policies, and guidelines and will not subject such Issuing Bank to any
cost which is not reimbursable under Article 5; and




          (h) the form and terms of such Letter of Credit are acceptable to such Issuing Bank in its
reasonable discretion.



The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter
of Credit, except that delivery of a new LC Application shall be required at the reasonable
discretion of the applicable Issuing Bank. Notwithstanding anything to the contrary contained
herein, (i) all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and
from and after the Closing Date shall be subject to and governed by the terms and conditions
hereof, and (ii) no Issuing Bank shall at any time be obligated to issue, amend, renew or extend
any Letter of Credit if any Lender is at that time a Defaulting Lender, unless such Issuing Bank
has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such
Issuing Bank (in its sole discretion) with Borrowers or such Lender to eliminate such Issuing
Bank’s actual or potential Fronting Exposure (after giving effect to Section 4.3(d)) with
respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be
issued or such Letter of Credit and all other LC Obligations as to which such Issuing Bank has
actual or potential Fronting Exposure, as it may elect in its sole discretion.




     Section 2.7. Requesting Letters of Credit.



          (a) A written application for any Letter of Credit or amendment or extension of any Letter of
Credit must be made by a Borrower at least two (2) Business Days (or such shorter period as the
proposed Issuing Bank may in its discretion from time to time agree) before the date on which such
Borrower desires such Issuing Bank to issue such Letter of Credit. By making any such written
application, unless otherwise expressly stated therein, such Borrower shall be deemed to have
represented and warranted that the LC Conditions described in Section 2.6 will be met as of
the date of amendment, extension or issuance of such Letter of Credit. Each such written
application for a Letter of Credit must be made in writing in the form customarily used by the
proposed Issuing Bank, the terms and provisions of which are hereby incorporated herein by
reference (or in such other form as may mutually be agreed upon by Issuing Bank and the requesting
Borrower) (each an “LC Application”).




          (b) Upon satisfaction of the LC Conditions, including Section 2.7, such Issuing Bank
will issue such Letter of Credit at such Issuing Bank’s office. If any provisions of any LC
Application conflict with any provisions of this Agreement, the provisions of this Agreement shall
govern and control. Borrowers shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
Borrowers’ instructions or other irregularity, Borrowers will immediately notify Issuing Bank.




          (c) If Borrowers so request in any applicable LC Application, such Issuing Bank may, in its
sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension
provisions (each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at
least



HollyFrontier Credit Agreement — Page 55





 









 







once in each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, Borrowers shall not
be required to make a specific request to such Issuing Bank for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any
time to an expiry date not later than five (5) Business Days prior to the Revolving Termination
Date; provided, however, that an Issuing Bank shall not permit any such extension
if (A) such Issuing Bank has determined that it would not be permitted, or would have no
obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before
the day that is five (5) Business Days before the Non-Extension Notice Date (1) from Administrative
Agent that the Majority Lenders have elected not to permit such extension or (2) from
Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions
specified in Section 7.2 is not then satisfied, and in each such case directing such
Issuing Bank not to permit such extension.




          (d) If Borrowers so request in any applicable LC Application, such Issuing Bank may, in its
sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic
reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each,
an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by an Issuing Bank,
Borrowers shall not be required to make a specific request to such Issuing Bank to permit such
reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in
the following sentence, the Lenders shall be deemed to have authorized (but may not require) such
Issuing Bank to reinstate all or a portion of the stated amount thereof in accordance with the
provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement
Letter of Credit permits such Issuing Bank to decline to reinstate all or any portion of the stated
amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a
specified number of days after such drawing (the “Non-Reinstatement Deadline”), such
Issuing Bank shall not permit such reinstatement if it has received a notice (which may be by
telephone or in writing) on or before the day that is five (5) Business Days before the
Non-Reinstatement Deadline (A) from Administrative Agent that the Majority Lenders have elected not
to permit such reinstatement or (B) from Administrative Agent, any Lender or Borrowers that one or
more of the applicable conditions specified in Section 7.2 is not then satisfied (treating
such reinstatement as a Letter of Credit extension for purposes of this clause) and, in each case,
directing such Issuing Bank not to permit such reinstatement.




     Section 2.8. Reimbursement and Participations.



          (a) Reimbursement by Borrowers. On the date any Issuing Bank honors any draw under a
Letter of Credit (each such date, a “Reimbursement Date”), Borrowers shall reimburse such
Issuing Bank the amount paid by such Issuing Bank on account of such draw, together with interest
from the Reimbursement Date until paid by Borrowers (at the interest rate for Base Rate Loans).
The obligation of Borrowers to reimburse Issuing Bank for each Matured LC Obligation shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement (including any LC Application) under all



HollyFrontier Credit Agreement — Page 56




 









 







circumstances, including the following: (i) any lack of validity or enforceability of such
Letter of Credit or any other agreement or instrument relating thereto; (ii) the existence of any
claim, counterclaim, set-off, defense or other right that any Borrower may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or
any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft,
demand, certificate or other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under such Letter of Credit; (iv) any payment by any Issuing
Bank under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or (v) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing.




          (b) Letter of Credit Advances. If the beneficiary of any Letter of Credit makes a
draft or other demand for payment thereunder then Borrowers shall be deemed to have requested
Lenders to make Loans to Borrowers in the amount of such draft or demand, which Loans, subject to
the terms and conditions herein, shall be made concurrently with Issuing Bank’s payment of such
draft or demand and if made, shall be immediately used by Issuing Bank to repay the amount of the
resulting Matured LC Obligation.




          (c) Participation by Lenders. Each Issuing Bank irrevocably agrees to grant and
hereby grants to each Lender, and to induce Issuing Bank to issue Letters of Credit hereunder each
Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing
Bank, on the terms and conditions hereinafter stated and for such Lender’s own account and risk, an
undivided interest equal to such Lender’s Applicable Percentage of such Issuing Bank’s obligations
and rights under each Letter of Credit issued hereunder and the amount of each Matured LC
Obligation paid by Issuing Bank thereunder. Each Lender unconditionally and irrevocably agrees
with each Issuing Bank that, if a Matured LC Obligation is paid under any Letter of Credit for
which such Issuing Bank is not reimbursed in full by Borrowers in accordance with the terms of this
Agreement and the related LC Application (including any reimbursement by means of concurrent Loans
or by the application of Cash Collateral), such Lender shall (in all circumstances and without
set-off or counterclaim) pay to Issuing Bank on demand, in immediately available funds at Issuing
Bank’s address for notices hereunder, such Lender’s Applicable Percentage of such Matured LC
Obligation (or any portion thereof which has not been reimbursed by Borrowers or any other Loan
Party). Each Lender’s obligation to pay each Issuing Bank pursuant to the terms of this subsection
is irrevocable and unconditional. If any amount required to be paid by any Lender to any Issuing
Bank pursuant to this subsection is paid by such Lender to such Issuing Bank within three Business
Days after the date such payment is due, such Issuing Bank shall in addition to such amount be
entitled to recover from such Lender, on demand, interest thereon calculated from such due date at
the Federal Funds Effective Rate. If any amount required to be paid by any Lender to an Issuing
Bank pursuant to this subsection is not paid by such Lender to such Issuing Bank within three
Business Days after the date such payment is due, such Issuing Bank shall in addition to such
amount be entitled to recover from such Lender, on demand, interest thereon calculated from such
due date at the Default Rate applicable to Base Rate Loans.



HollyFrontier Credit Agreement — Page 57




 









 








          (d) Distributions to Participants. Whenever any Issuing Bank has in accordance with
this Section 2.8 received from any Lender payment of such Lender’s Applicable Percentage of
any Matured LC Obligation, and such Issuing Bank thereafter receives any payment of such Matured LC
Obligation or any payment of interest thereon (whether directly from any Loan Party or by
application of Cash Collateral or otherwise, and excluding only interest for any period prior to
such Issuing Bank’s demand that such Lender make such payment of its Applicable Percentage), such
Issuing Bank will distribute to such Lender its Applicable Percentage of the amounts so received by
such Issuing Bank; provided, however, that if any such payment received by such
Issuing Bank must thereafter be returned by such Issuing Bank, such Lender shall return to such
Issuing Bank the portion thereof which such Issuing Bank has previously distributed to it.




          (e) Calculations. A written advice setting forth in reasonable detail the amounts
owing under this Section 2.8, submitted by the applicable Issuing Bank to Borrowers or any
Lender from time to time, shall be conclusive, absent manifest error, as to the amounts thereof.




     Section 2.9. No Duty to Inquire.



          (a) Drafts and Demands. Each Issuing Bank is authorized and instructed to accept and
pay drafts and demands for payment under any Letter of Credit issued by such Issuing Bank without
requiring, and without responsibility for, any determination as to the existence of any event
giving rise to said draft, either at the time of acceptance or payment or thereafter. No Issuing
Bank is under any duty to determine the proper identity of anyone presenting such a draft or making
such a demand (whether by tested telex or otherwise) as the officer, representative or agent of any
beneficiary under any Letter of Credit, and payment by an Issuing Bank to any such beneficiary when
requested by any such purported officer, representative or agent is hereby authorized and approved.
Each Borrower releases each Lender Party from, and agrees to hold each Lender Party harmless and
indemnified against, any liability or claim in connection with or arising out of the subject matter
of this Section 2.9, which indemnity shall apply whether or not any such liability or claim
is in any way or to any extent caused, in whole or in part, by any negligent act or omission of any
kind by any Lender Party, provided only that no Lender Party shall be released from or
entitled to indemnification for that portion, if any, of any liability or claim which is caused by
or results from its own individual gross negligence, bad faith or willful misconduct, as determined
by a court of competent jurisdiction by final and nonappealable judgment.




          (b) Extension of Maturity. If the maturity of any Letter of Credit is extended by its
terms or by a Requirement of Law, if any extension of the maturity or time for presentation of
drafts or any other modification of the terms of any Letter of Credit is made at the request of any
Borrower, or if the amount of any Letter of Credit is increased at the request of any Borrower,
this Agreement shall be binding upon all Loan Parties with respect to such Letter of Credit as so
extended, increased or otherwise modified, with respect to drafts and property covered thereby, and
with respect to any action taken by the Issuing Bank of such Letter of Credit, such Issuing Bank’s
correspondents, or any Lender Party in accordance with such extension, increase or other
modification.



HollyFrontier Credit Agreement — Page 58





 












 





          (c) Transferees of Letters of Credit. If any Letter of Credit provides that it
is transferable, the Issuing Bank of such Letter of Credit shall have no duty to determine the
proper identity of anyone appearing as transferee of such Letter of Credit, nor shall such Issuing
Bank be charged with responsibility of any nature or character for the validity or correctness of
any transfer or successive transfers, and payment by such Issuing Bank to any purported transferee
or transferees as determined by such Issuing Bank is hereby authorized and approved, and each
Borrower on behalf of itself and the other Group Members releases each Lender Party from, and
agrees to hold each Lender Party harmless and indemnified against, any liability or claim in
connection with or arising out of the foregoing, which indemnity shall apply whether or not any
such liability or claim is in any way or to any extent caused, in whole or in part, by any
negligent act or omission of any kind by any Lender Party, provided only that no Lender
Party shall be released from or entitled to indemnification for that portion, if any, of any
liability or claim which is caused by or results from its own individual gross negligence, bad
faith or willful misconduct, as determined by a court of competent jurisdiction by a final and
nonappealable judgment.



     Section 2.10. Cash Collateral.



          (a) Certain Credit Support Events. Upon the request of Administrative Agent or any
Issuing Bank (i) if Issuing Bank has honored any full or partial drawing request under any Letter
of Credit issued by such Issuing Bank and such drawing has resulted in a Matured LC Obligation that
remains unpaid after the Reimbursement Date, or (ii) if, as of five (5) Business Days prior to the
Revolving Termination Date, any LC Obligation for any reason remains outstanding, Borrowers shall,
in each case, promptly and in any event within two (2) Business Days Cash Collateralize the then
outstanding amount of all LC Obligations in an amount equal to one hundred three percent (103%) of
the amount of all LC Obligations. At any time that there shall exist a Defaulting Lender, promptly
(but in any event within two (2) Business Days) upon the request of Administrative Agent or an
Issuing Bank, Borrowers shall Cash Collateralize an amount sufficient to cover any remaining
Fronting Exposure (after giving effect to Section 4.3(d) and any Cash Collateral provided
by the Defaulting Lender).



          (b) Grant of Security Interest. All Cash Collateral shall be maintained in a
Collateral Account, which shall be a blocked, interest bearing deposit account at Administrative
Agent. Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and
subjects to the control of) Administrative Agent, for the benefit of the Secured Parties, and
agrees to maintain, a first priority security interest in all such cash, deposit accounts and all
balances therein, and all other property so provided as collateral pursuant hereto, and in all
proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be
applied pursuant to Section 2.10(c). If at any time Administrative Agent determines that
Cash Collateral is subject to any right or claim of any Person other than Administrative Agent as
herein provided, or that the total amount of such Cash Collateral is less than the applicable
Fronting Exposure and other obligations required to be secured thereby (after giving effect to
Section 4.3(d)), Borrowers or the relevant Defaulting Lender will, promptly upon demand by
Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an
amount sufficient to eliminate such deficiency.



HollyFrontier Credit Agreement — Page 59




 









 








          (c) Application. Notwithstanding anything to the contrary contained in this
Agreement, Cash Collateral provided under Sections 2.6, 2.10, 4.3(e) or
5.3 in respect of Letters of Credit shall be held and applied to the satisfaction of the
specific LC Obligations, obligations to fund participations therein (including, as to Cash
Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may be provided for herein.



          (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or other obligations shall be released promptly following (i) the elimination of
the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee
following compliance with Section 12.5(h)) or (ii) Administrative Agent’s good faith
determination that there exists excess Cash Collateral; provided, however, (x) that
Cash Collateral furnished by or on behalf of a Group Member shall not be released during the
continuance of a Default (and following application as provided in this Section 2.10 may be
otherwise applied in accordance with Section 5.2 and Section 5.7, as applicable),
and (y) if Borrowers and Administrative Agent agree, such Cash Collateral shall not be released but
instead held to support future anticipated Fronting Exposure or other obligations.



     Section 2.11. Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan or
to make any payment under Sections 2.4(b), 2.5(b) and 2.8(c) on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so
on such date, and no Lender shall be responsible for the failure of any other Lender to so make its
Loan or to make its payment under Sections 2.4(b), 2.5(b) and
2.8(c).



ARTICLE 3.

INTEREST, FEES AND CHARGES




     Section 3.1. Interest.



          (a) Subject to subsection (b) below, (i) each Base Rate Loan shall bear interest on each day
outstanding at a per annum rate equal to the sum of the Base Rate in effect on such day plus the
Applicable Rate for Base Rate Loans on such day, and (ii) each Eurodollar Loan shall bear interest
on each day during the related Interest Period at a per annum rate equal to the sum of the related
Adjusted Eurodollar Rate in effect on such day plus the Applicable Rate for Eurodollar Loans on
such day provided, however, the Obligations shall bear interest at the Default Rate
(whether before or after any judgment) (A) at all times during the existence of any Loan Party’s
Insolvency Proceeding and (B) if so elected by Administrative Agent or the Majority Lenders, at any
time during the existence of any Event of Default (which notice may be revoked at the option of the
Majority Lenders). Each Borrower acknowledges that the cost and expense to Administrative Agent
and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a
fair and reasonable estimate to compensate Administrative Agent and Lenders therefor.



HollyFrontier Credit Agreement — Page 60




 









 








          (b) Interest shall accrue from the date the Loan is advanced or an Obligation is incurred or
payable until paid by Borrowers. If a Loan is repaid on the day it was made, one day’s interest
shall accrue.



          (c) On each Interest Payment Date relating to Base Rate Loans, Borrowers shall pay to Lenders
all unpaid interest which has accrued on the Base Rate Loans to but not including such Interest
Payment Date. On each Interest Payment Date relating to a Eurodollar Loan, Borrowers shall pay to
Lenders all unpaid interest which has accrued on such Eurodollar Loan to but not including such
Interest Payment Date.



     Section 3.2. Alternative Rate of Interest. If prior to the commencement of any
Interest Period for a Borrowing of Eurodollar Loans:



          (a) Administrative Agent determines that adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period (any such determination shall be
conclusive absent manifest error); or



          (b) Administrative Agent is advised by Majority Lenders that the Eurodollar Rate for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans included in such Borrowing for such Interest Period; then Administrative
Agent shall give notice thereof to Borrowers and Lenders by telephone or facsimile as promptly as
practicable thereafter and, until Administrative Agent notifies Borrower Agent and Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Continuation/Conversion Notice
that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing
of Eurodollar Loans shall be ineffective and shall be deemed a request to continue such Borrowing
as a Borrowing of Base Rate Loans and (ii) if any Borrowing Notice requests a Borrowing of
Eurodollar Loans, such Borrowing shall be made as a Borrowing of Base Rate Loans. Upon receipt of
such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Loans.



     Section 3.3. Fees.



          (a) Commitment Fees. In consideration of each Lender’s commitment to make Loans,
Borrowers will pay to Administrative Agent for the account of each Lender (except as otherwise
provided in Section 4.3) a commitment fee determined on a daily basis by applying the
Commitment Fee Rate to such Lender’s Applicable Percentage of the Unused Commitments determined at
the end of each day during the Revolving Commitment Period. This commitment fee shall be
calculated and invoiced to Borrowers as of the last day of each Fiscal Quarter and shall be due and
payable in arrears on the fifth Business Day after the last day of each Fiscal Quarter and at the
end of the Revolving Commitment Period.



          (b) Administrative Agent and Joint Lead Arranger Fees. Borrowers agree to pay to
Administrative Agent and the Joint Lead Arrangers, for their respective accounts, the fees set
forth in a separate letter agreement payable to Administrative Agent and Joint Lead Arrangers on
the Closing Date and such other fees payable in the amounts and at the times separately agreed upon
between Borrowers, Administrative Agent and the Joint Lead Arrangers.



HollyFrontier Credit Agreement — Page 61





 









 








          (c) Letter of Credit Fees. Borrowers agree to pay (i) to Administrative Agent for the
account of each Lender a participation fee with respect to its participations in Letters of Credit,
which shall accrue (A) at a rate of 0.750% per annum on the daily amount of the portion of the LC
Obligations that are equal to or less than the amount of Pledged Cash on such day, and (B) at the
Applicable Rate on the daily amount by which the LC Obligations exceed the amount of Pledged Cash
on such date, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate equal to
0.125% per annum on the average daily amount of the LC Obligations (excluding any portion thereof
attributable to unreimbursed LC Obligations or any portion thereof Cash Collateralized by Borrowers
pursuant to Section 2.6) of such Issuing Bank during the period from and including the
Closing Date to but excluding the later of the date of Commitment Maturity Date and the date on
which there ceases to be any LC Obligations, as well as such Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees and fronting fees accrued through and including the last
day of March, June, September and December of each year shall be calculated and invoiced to
Borrowers on the last day of each Fiscal Quarter and shall be due and payable in arrears on the
fifth Business Day following such last day, commencing on the first such date to occur after the
Closing Date; provided that all such fees shall be payable on the Commitment Maturity Date
and any such fees accruing after the Commitment Maturity Date shall be payable on demand. Any
other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10)
days after demand. All participation fees and fronting fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). Notwithstanding the foregoing, any Letter of Credit Fees
otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to
which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank of
such Letter of Credit pursuant to Section 2.6 shall be payable, to the maximum extent
permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in
their respective Applicable Percentage allocable to such Letter of Credit pursuant to Section
4.3(d), with the balance of such fee, if any, payable to the Issuing Bank of such Letter of
Credit for its own account.



ARTICLE 4.

LOAN ADMINISTRATION




     Section 4.1. Requests for New Loans.



          (a) Borrowers may request new Loans by delivering to Administrative Agent a Borrowing Notice
executed by a Responsible Officer of Borrower Agent or a designee thereof disclosed in writing to
Administrative Agent or, subject to Section 12.2(c), by notifying Administrative Agent of
such request via telephone or electronic mail. Each Borrowing Notice must be received by
Administrative Agent prior to 11:00 a.m. (a) three Business Days prior to the requested Borrowing
Date, in the case of Eurodollar Loans, or (b) on the day of the requested Borrowing Date, in the
case of Base Rate Loans, specifying (i) the amount and Type of Loans to be borrowed, (ii) the
requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each
such Type of Loan and the respective lengths of the initial Interest Period therefor;
provided that all requests for new Loans during the period from and including the Closing
Date to and including the third Business Day after the Closing Date shall be Base Rate Loans. Each
Borrowing under the Revolving Commitments shall be in an amount equal to



HollyFrontier Credit Agreement — Page 62




 









 







$1,000,000 or whole multiples of $100,000 in excess thereof (or, if the Unused Commitments of
the Lenders is less than $1,000,000, such lesser amount). Borrowers may have no more than fifteen
(15) Borrowings of Eurodollar Loans outstanding at any time. Subject to the other terms and
conditions hereof, Borrowers may borrow under this Section 4.1, repay or prepay such Loans
under Sections 5.3 and 5.4 and reborrow under this Section 4.1.




          (b) Each such telephonic request shall be deemed a representation, warranty, acknowledgment
and agreement by Borrowers as to the matters which are required to be set out in such written
confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each
Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been
met, each Lender will on the date requested promptly remit to Administrative Agent at
Administrative Agent’s office in Los Angeles, California the amount of such Lender’s new Loan in
immediately available funds, and upon receipt of such funds, Administrative Agent shall promptly
make such Loans available to Borrowers. Unless Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will not make available
to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its
discretion assume that such Lender has made such share available on such date in accordance with
this Section 4.1 and may, in reliance upon such assumption, make available to Borrowers a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to Administrative Agent, then the applicable Lender and Borrowers (to the
extent such amount has been advanced to Borrowers) severally agree to pay to Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to Borrowers to but excluding the date of payment
to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with
banking industry rules on interbank compensation and (ii) in the case of a payment to be made by
Borrowers, the interest rate applicable to Base Rate Loans. If Borrowers and such Lender shall pay
such interest to Administrative Agent for the same or an overlapping period, Administrative Agent
shall promptly remit to Borrowers the amount of such interest paid by Borrowers for such period.
If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount
so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrowers
shall be without prejudice to any claim Borrowers may have against a Lender that shall have failed
to make such payment to Administrative Agent.



          (c) If a required payment is not otherwise timely made by Borrowers within the period required
hereunder, the failure to pay such Obligations (whether principal, interest, fees or other charges,
including Extraordinary Expenses and LC Obligations) shall, prior to such failure becomes an Event
of Default, be deemed to be a request for Base Rate Loans on the date prior to such failure
becoming an Event of Default, in the amount of such Obligations. The proceeds of such Loans shall
be disbursed as direct payment of the relevant Obligation. In addition, Administrative Agent may,
at its option, charge such Obligations against any operating, investment or other account of a
Borrower maintained with Administrative Agent or any of its Affiliates.



          (d) If at any time a Dominion Trigger Period is in effect, Borrowers establish a controlled
disbursement account with any Agent-Related Person, then the presentation for



HollyFrontier Credit Agreement — Page 63




 









 







payment of any check or other Payment Item drawn on such account at a time when there are
insufficient funds to cover it shall be deemed to be a request for Base Rate Loans on the date of
such presentation, in the amount of the check and Payment Items presented for payment. The
proceeds of such Loans may be disbursed directly to the controlled disbursement account or other
appropriate account.




     Section 4.2. Continuations and Conversions of Existing Loans. Borrower Agent may
make the following elections with respect to Loans already outstanding: to convert Base Rate Loans
to Eurodollar Loans, to convert Eurodollar Loans to Base Rate Loans on the last day of the Interest
Period applicable thereto, and to continue Eurodollar Loans beyond the expiration of such Interest
Period by designating a new Interest Period to take effect at the time of such expiration. In
making such elections, Borrowers may combine existing Loans made pursuant to separate Borrowings
into one new Borrowing or divide existing Loans made pursuant to one Borrowing into separate new
Borrowings, provided that Borrowers may have no more than fifteen (15) Borrowings of
Eurodollar Loans outstanding at any time. To make any such election, Borrower Agent must give to
Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any
such Conversion or Continuation of existing Loans. Each such notice constitutes a
“Continuation/Conversion Notice” hereunder and must:



          (a) specify the existing Loans which are to be Continued or Converted;



          (b) specify (i) the aggregate amount of any Borrowing of Base Rate Loans into which such
existing Loans are to be continued or converted and the date on which such Continuation or
Conversion is to occur, or (ii) the aggregate amount of any Borrowing of Eurodollar Loans into
which such existing Loans are to be continued or converted, the date on which such Continuation or
Conversion is to occur (which shall be the first day of the Interest Period which is to apply to
such Eurodollar Loans), and the length of the applicable Interest Period; and



          (c) be received by Administrative Agent not later than 12:00 noon on (i) the day on which any
such Continuation or Conversion to Base Rate Loans is to occur, or (ii) the third Business Day
preceding the day on which any such Continuation or Conversion to Eurodollar Loans is to occur.



     Each such written request or confirmation must be made in the form and substance of the
“Continuation/Conversion Notice” attached hereto as Exhibit E, duly completed.
Each such telephonic request shall be deemed a representation, warranty, acknowledgment and
agreement by Borrowers as to the matters which are required to be set out in such written
confirmation. Upon receipt of any such Continuation/Conversion Notice, Administrative Agent shall
give each Lender prompt notice of the terms thereof. Each Continuation/Conversion Notice shall be
irrevocable and binding on Borrowers. During the continuance of any Default, no Borrower may make
any election to convert existing Loans into Eurodollar Loans or continue existing Loans as
Eurodollar Loans. If (due to the existence of a Default or for any other reason) Borrowers are
prohibited hereby from giving any Continuation/Conversion Notice with respect to a Borrowing of
existing Eurodollar Loans at least three days prior to the end of the Interest Period applicable
thereto, such Eurodollar Loans shall automatically be converted into Base Rate Loans at the end of
such Interest Period. No new funds shall be repaid by Borrowers or advanced by any Lender



HollyFrontier Credit Agreement — Page 64




 









 







in connection with any Continuation or Conversion of existing Loans pursuant to this section,
and no such Continuation or Conversion shall be deemed to be a new advance of funds for any
purpose; such Continuations and Conversions merely constitute a change in the interest rate
applicable to already outstanding Loans.




     Section 4.3. Defaulting Lenders. Notwithstanding anything to the contrary contained
in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender
is no longer a Defaulting Lender, to the extent permitted by Applicable Law:



          (a) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove
any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in
Section 12.1 and in the definition of “Majority Lenders”.



          (b) Reallocation of Payments. Any payment of principal, interest, fees or other
amounts received by Administrative Agent for the account of that Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article 5 or Article 10 or
otherwise, and including any amounts made available to Administrative Agent by that Defaulting
Lender pursuant to Section 12.7), shall be applied at such time or times as may be
determined by Administrative Agent as follows: first, to the payment of any amounts owing
by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a
pro rata basis of any amounts owing by that Defaulting Lender to Issuing Bank hereunder;
third, if so determined by Administrative Agent or requested by Issuing Bank, to be held as
Cash Collateral for future funding obligations of that Defaulting Lender of any participation in
any Letter of Credit; fourth, as Borrower Agent may request (so long as no Default exists),
to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by Administrative Agent;
fifth, if so determined by Administrative Agent and Borrower Agent, to be held in a
non-interest bearing deposit account and released in order to satisfy obligations of that
Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts
then owing to Lenders or Issuing Bank as a result of any judgment of a court of competent
jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of
that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long
as no Default exists, to the payment of any amounts then owing to Borrowers as a result of any
judgment of a court of competent jurisdiction obtained by Borrowers against that Defaulting Lender
as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to that Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or Matured LC Obligations in respect of which that Defaulting Lender has not
fully funded its appropriate share and (y) such Loans or Matured LC Obligations were made at a time
when the conditions set forth in Section 7.2 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and Matured LC Obligations owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Matured LC
Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or
payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section 4.3(b) shall be deemed paid to
and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.



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          (c) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any
Commitment Fee pursuant to Section 3.3(a) for any period during which that Lender is a
Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would
have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its
right to receive Letter of Credit Fees as provided in Section 3.3(c).



          (d) Reallocation of Applicable Percentage to Reduce Fronting Exposure. During any
period in which there is a Defaulting Lender, for purposes of computing the amount of the
obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of
Credit pursuant to Section 2.8(c), the “Applicable Percentage” of each
Non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment (or, if
the Revolving Commitments have been terminated, the Revolving Extensions of Credit) of that
Defaulting Lender; provided, that, (i) each such reallocation shall be given effect
only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; and (ii)
the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit shall not exceed the positive difference, if any, of (1) the Revolving
Commitment of that non-Defaulting Lender minus (2) the Revolving Extensions of Credit of that
Lender.



          (e) Defaulting Lender Cure. If Borrower Agent, Administrative Agent and the Issuing
Banks agree in writing in their discretion that a Defaulting Lender should no longer be deemed to
be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which
conditions may include arrangements with respect to any Cash Collateral), that Lender will, to the
extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such
other actions as Administrative Agent may determine to be necessary to cause the Loans and funded
and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in
accordance with their Applicable Percentage (without giving effect to Section 4.3(d)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of Borrowers while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.



     Section 4.4. Borrower Agent. Each Borrower hereby designates the Company
(“Borrower Agent”) as its representative and agent for all purposes under the Loan
Documents, including requests for Loans and Letters of Credit, designation of interest rates,
delivery or receipt of communications, preparation and delivery of Borrowing Base and financial
reports, receipt and payment of Obligations, requests for waivers, amendments or other
accommodations, actions under the Loan Documents (including in respect of compliance with
covenants), and all other dealings with Administrative Agent, Issuing Bank or any Lender. Borrower
Agent hereby accepts such appointment. Administrative Agent and Lenders shall be entitled to rely
upon, and shall be fully protected in relying upon, any notice or communication (including any
notice of borrowing) delivered by Borrower Agent on behalf of any Borrower. Administrative Agent
and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on
behalf of such Borrower. Each of Administrative Agent, Issuing Bank and Lenders shall have the
right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under



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the Loan Documents. Each Borrower agrees that any notice, election, communication,
representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon
and enforceable against it.




     Section 4.5.One Obligation. The Loans, LC Obligations, and other Obligations shall
constitute one general, joint and several obligation of Borrowers and (unless otherwise expressly
provided in any Loan Document) shall be secured by Administrative Agent’s Lien upon all Collateral;
provided, however, that Administrative Agent and each Lender shall be deemed to be
a creditor of, and the holder of a separate claim against, each Borrower to the extent of any
Obligations jointly or severally owed by such Borrower.



ARTICLE 5.

PAYMENTS




     Section 5.1. General Payment Provisions. All payments of Obligations shall be made
in Dollars, to Administrative Agent for the account of each Lender Party to whom such payment is
owed, in lawful money of the United States of America, without set-off, deduction counterclaim or
defense of any kind, free of (and without deduction for) any Taxes, and in immediately available
funds not later than 1:00 p.m. on the due date. Any payment received by Administrative Agent after
such time will be deemed to have been made on the next following Business Day. Any payment for a
Eurodollar Loan before the end of its Interest Period shall be accompanied by all amounts due under
Section 5.13. Should any such payment become due and payable on a day other than a
Business Day, the maturity of such payment shall be extended to the next succeeding Business Day,
and, in the case of a payment of principal or past due interest, interest shall accrue and be
payable thereon for the period of such extension as provided in the Loan Document under which such
payment is due. Each payment under a Loan Document shall be due and payable at the place set forth
for Administrative Agent on Schedule 1.1.



     Section 5.2. Certain Payments. Except as otherwise provided in Section 5.7,
all payments applied to the outstanding principal balance of or accrued but unpaid interest on any
Loan shall be applied first to any interest then due and payable, then to principal then due and
payable. Unless otherwise specifically instructed by Borrower Agent and provided no Default
exists, all payments and prepayments of Loans shall be applied first to Base Rate Loans and then to
Eurodollar Loans. All distributions of amounts described in Section 5.1 or this
Section 5.2 applied to any Loans made pursuant to Section 4.1 shall be made by
Administrative Agent to each Lender on a pro rata basis.



     Section 5.3. Repayment of Loans. Loans shall be due and payable in full on the
Revolving Termination Date, unless payment is sooner required hereunder. Loans may be prepaid from
time to time, without penalty or premium. Notwithstanding anything herein to the contrary, if an
Overadvance exists (other than as a result of an Overadvance Loan that is not past due), Borrowers
shall, on the first Business Day after any Borrower has received written notice from Administrative
Agent or has knowledge thereof, repay the outstanding Loans (or Cash Collateralize then outstanding
LC Obligations) in an amount sufficient to reduce the principal balance of Loans and the then
outstanding LC Obligations to the lesser of the Total Revolving Commitments and the Borrowing Base.
Regardless of whether an Overadvance exists, the



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Revolving Extensions of Credit constitute Obligations that are secured by the Collateral and
entitled to all of the benefits of the Loan Documents.




     Section 5.4. Payment of Other Obligations. Obligations other than Loans, including
Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no
payment date is specified, within ten (10) Business Days of written demand.



     Section 5.5. Optional Prepayments. Borrowers may, (a) upon notice to Administrative
Agent on the day of prepayment with respect to any Base Rate Loan and (b) upon three Business Days’
notice to Administrative Agent with respect to any Eurodollar Loan, from time to time and without
premium or penalty prepay the Loans, in whole or in part, provided that (i) the aggregate
amounts of all partial prepayments of principal on the Loans equals $5,000,000 or any higher
integral multiple of $500,000, or, if the outstanding principal balance of the Loans is less than
$5,000,000, the aggregate outstanding principal balance of the Loans, and (ii) if Borrowers prepay
any Eurodollar Loan on any day other than the last day of the Interest Period applicable thereto,
it shall pay to Lenders any amounts due under Section 5.13. Each prepayment of principal
under this Section 5.4 shall be accompanied by all interest then accrued and unpaid on the
principal so prepaid. Any principal or interest prepaid pursuant to this Section 5.4 shall
be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan
Documents at the time of such prepayment.



     Section 5.6. Marshaling; Payments Set Aside. None of Administrative Agent or Lenders
shall be under any obligation to marshal any assets in favor of any Loan Party or against any
Obligations. If any payment by or on behalf of Borrowers is made to Administrative Agent, any
Issuing Bank or any Lender, or Administrative Agent, any Issuing Bank or any Lender exercises a
right of setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by Administrative Agent, such Issuing Bank or
such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the
extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights
and remedies relating thereto, shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred.



     Section 5.7. Post-Default Allocation of Payments.



          (a) Allocation. Notwithstanding anything herein to the contrary, at any time an Event
of Default has occurred and is continuing, monies to be applied to the Secured Obligations, whether
arising from payments by Loan Parties, realization on Collateral, setoff or otherwise, shall be
allocated as follows:




               (i) first, to all costs and expenses, including Extraordinary Expenses, owing
to Administrative Agent;




               (ii) second, to all amounts owing to Swingline Lender on Swingline Loans;




               (iii) third, to all amounts owing to any Issuing Bank on LC Obligations;



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          (iv) fourth, to all Obligations constituting fees;




          (v) fifth, to all Obligations constituting interest;




          (vi) sixth, to provide Cash Collateral for outstanding Letters of Credit in an
amount equal to one hundred three percent (103%) of the amount of all LC Obligations;




          (vii) seventh, to all other Obligations and all Lender Hedge Obligations, on a
pari passu basis;




          (viii) eighth, to all other Secured Obligations not included in clauses (i)
through (vii) above; and




          (ix) last, any surplus shall be remitted to Borrower Agent or any other Person
lawfully entitled thereto.


Amounts shall be applied to each category of Obligations set forth above until Payment in Full
thereof and then to the next category. If amounts are insufficient to satisfy a category, they
shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed
with respect to any Bank Product Obligations shall be the lesser of the applicable amount of Bank
Product last reported to Administrative Agent or the actual Bank Product Obligations as calculated
by the methodology reported to Administrative Agent for determining the amount due. Administrative
Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank
Product Obligations, but may rely upon written notice of the amount (setting forth a reasonably
detailed calculation) from the Secured Party. In the absence of such notice, Administrative Agent
may assume the amount to be distributed is the amount of Bank Product last reported to it. The
allocations set forth in this Section are solely to determine the rights and priorities of Agent
and Lenders as among themselves, and may be changed by agreement among them without the consent of
any Loan Party. This Section is not for the benefit of or enforceable by any Loan Party.
Notwithstanding the foregoing, the relative priority of the Lender Hedge Obligations shall not be
lower or worse than that of the principal amount of the Loans without the prior written consent of
Borrower Agent.




          (b) Erroneous Application. Administrative Agent shall not be liable for any
application of amounts made by it in good faith and, if any such application is subsequently
determined to have been made in error, the sole recourse of any Lender or other Person to which
such amount should have been made shall be to recover the amount from the Person that actually
received it (and, if such amount was received by any Lender, such Lender hereby agrees to return
it).



     Section 5.8. Sharing of Payments by Lenders. If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of the Loans made by it, or the participations in LC Obligations held by it
resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans
or participations and accrued interest thereon greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the



HollyFrontier Credit Agreement — Page 69




 









 







Loans and subparticipations in LC Obligations of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:




          (a) if any such participations or subparticipations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations or subparticipations shall be
rescinded and the purchase price restored to the extent of such recovery, without interest; and



          (b) the provisions of this Section shall not be construed to apply to (x) any payment made by
Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of
its Loans or subparticipations in LC Obligations to any assignee or participant, other than to
Borrowers or any Restricted Subsidiary thereof (as to which the provisions of this Section shall
apply).



     Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.



     Section 5.9. Application of Payments. During any Dominion Trigger Period, the ledger
balance in the main Dominion Account as of the end of a Business Day shall be applied to the
Obligations at the beginning of the next Business Day. If, as a result of such application, a
credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be
made available to Borrowers as long as no Default exists. At any time an Event of Default has
occurred and is continuing, each Borrower irrevocably waives the right to direct the application of
any payments or Collateral proceeds, and agrees that Administrative Agent shall have the
continuing, exclusive right to apply and reapply same against the Obligations, in such manner as
Administrative Agent deems advisable.



     Section 5.10. Loan Account; Account Stated.



          (a) Loan Account. Administrative Agent shall maintain in accordance with its usual
and customary practices an account or accounts (“Loan Account”) evidencing the Indebtedness
of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any
failure of Administrative Agent to record anything in the Loan Account, or any error in doing so,
shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder.
Administrative Agent may maintain a single Loan Account in the name of Borrower Agent, and each
Borrower confirms that such arrangement shall have no effect on the joint and several character of
its liability for the Obligations.



          (b) Entries Binding. Entries made in the Loan Account shall constitute presumptive
evidence of the information contained therein. If any information contained in the Loan Account is
provided to or inspected by any Person, then such information shall be



HollyFrontier Credit Agreement — Page 70





 









 







conclusive and binding on such Person for all purposes absent manifest error, except to the
extent such Person notifies Administrative Agent in writing within sixty (60) days after receipt or
inspection that specific information is subject to dispute.




     Section 5.11. Increased Costs.



          (a) Increased Costs Generally. If any Change in Law shall:




          (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any Reserve Requirement
reflected in the Adjusted Eurodollar Rate) or any Issuing Bank;




          (ii) subject any Lender or any Issuing Bank to any Tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender
or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section 5.14 and the imposition of, or any change in the rate of, any Excluded
Tax payable by such Lender or such Issuing Bank); or




          (iii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender
or any Letter of Credit or participation therein;



     and the result of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to
increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or such Issuing
Bank hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or such Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered. For the avoidance of doubt, this
Section 5.11 shall not apply to Indemnified Taxes or Other Taxes covered by Section
5.14.



          (b) Capital Requirements. If any Lender or any Issuing Bank determines that any
Change in Law affecting such Lender or such Issuing Bank or any Applicable Lending Office of such
Lender or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or such
Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company,
if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans
made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit
issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such
Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such
Lender’s or such Issuing Bank’s holding company with



HollyFrontier Credit Agreement — Page 71




 









 







respect to capital adequacy), then from time to time Borrowers will pay to such Lender or
Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender
or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction
suffered.




          (c) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank
setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its
holding company, as the case may be, as specified in subsections (a) or (b) of this Section and
delivered to Borrower Agent shall be conclusive absent manifest error. Borrowers shall pay such
Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate
within ten (10) days after receipt thereof.



          (d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or
such Issuing Bank’s right to demand such compensation, provided that Borrowers
shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any
increased costs incurred or reductions suffered more than 180 days prior to the date that such
Lender or such Issuing Bank, as the case may be, notifies Borrower Agent of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180 day period referred to above shall be
extended to include the period of retroactive effect thereof).



     Section 5.12. Illegality. If any Change in Law after the date hereof shall make it
unlawful for any Lender to fund or maintain Eurodollar Loans, then, upon notice by such Lender to
Borrowers and Administrative Agent, (a) Borrowers’ right to elect Eurodollar Loans from such Lender
shall be suspended to the extent and for the duration of such illegality, (b) all Eurodollar Loans
of such Lender which are then the subject of any Borrowing Notice and which cannot be lawfully
funded shall be funded as Base Rate Loans of such Lender, and (c) all Eurodollar Loans of such
Lender shall be converted automatically to Base Rate Loans on the respective last days of the then
current Interest Periods with respect to such Loans or within such earlier period as required by
Applicable Law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, Borrowers shall be required to pay to
such Lender such amounts, if any, as would otherwise be required pursuant to Section 5.13.



     Section 5.13. Funding Losses. In addition to its other obligations hereunder,
Borrowers will indemnify each Lender against, and reimburse each Lender within ten (10) days after
receipt of written demand therefor, any loss or expense incurred or sustained by such Lender
(including any loss or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by a Lender to fund or maintain Eurodollar Loans), as a result of (a) any
payment or prepayment (whether authorized or required hereunder or otherwise) of all or a portion
of any Eurodollar Loan on a day other than the day on which the applicable Interest Period ends,
(b) any payment or prepayment, whether required hereunder or otherwise, of a Loan made after the
delivery, but before the effective date, of a Continuation/Conversion Notice requesting the
continuation of outstanding Eurodollar Loans as, or the conversion of outstanding Base Rate Loans
to, Eurodollar Loans, if such payment or prepayment prevents such



HollyFrontier Credit Agreement — Page 72




 









 







Continuation/Conversion Notice from becoming fully effective, (c) the failure of any Loan to
be made or of any Continuation/Conversion Notice requesting the continuation of outstanding
Eurodollar Loans as, or the conversion of outstanding Base Rate Loans to, Eurodollar Loans to
become effective due to any condition precedent not being satisfied or due to any other action or
inaction of any Loan Party, (d) any Conversion (whether authorized or required hereunder or
otherwise) of all or any portion of any Eurodollar Loan into a Base Rate Loan or into a different
Eurodollar Loan on a day other than the day on which the applicable Interest Period ends, or (e)
any assignment of any Eurodollar Loan on a day other than the last day of the Interest Period
therefor as a result of a request by Borrower pursuant to Section 5.15(b). Such
indemnification shall be on an after-tax basis. A certificate of a Lender setting forth the amount
or amounts necessary to compensate such Lender under this Section 5.13 delivered to Borrower Agent
shall be conclusive absent manifest error.




     Section 5.14. Taxes.



          (a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of Borrower hereunder or under any other Loan Document shall be made free and clear of and without
deduction or withholding for any Indemnified Taxes or Other Taxes, provided that if any
Loan Party shall be required by Applicable Law to deduct or withhold any Indemnified Taxes or any
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions of such Indemnified Taxes and Other Taxes (including
deductions applicable to additional sums payable under this Section 5.14(a)),
Administrative Agent, such Lender or such Issuing Bank, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii) such Loan Party
shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to
the relevant Governmental Authority in accordance with Applicable Law.



          (b) Payment of Other Taxes by Borrowers. Without limiting the provisions of
subsection (a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with Applicable Law.



          (c) Indemnification by Borrowers. Borrowers shall indemnify Administrative Agent,
each Lender and each Issuing Bank, within ten (10) days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (and any reasonable expenses arising therefrom or with
respect thereto) paid by Administrative Agent, such Lender or such Issuing Bank, as the case may
be, with respect to any payment by or on account of any obligation of Borrowers hereunder or under
any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable by Borrowers under this Section 5.14), whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to
Borrowers by a Lender or an Issuing Bank (with a copy to Administrative Agent), or by
Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be
conclusive absent manifest error.



          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by a Borrower to a Governmental Authority, such Borrower shall deliver to
Administrative Agent the original or a certified copy of a receipt issued by such



HollyFrontier Credit Agreement — Page 73




 









 







Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to Administrative Agent.




          (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to such Borrower (with a copy to
Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by
such Borrower or Administrative Agent, such properly completed and executed documentation
prescribed by Applicable Law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if requested by Borrowers or Administrative
Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested
by Borrowers or Administrative Agent as will enable Borrowers or Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements.


Without limiting the generality of the foregoing, in the event that any Borrower is resident for
tax purposes in the United States of America, any Foreign Lender shall deliver to such Borrower and
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the request of such Borrower or Administrative Agent, but only if such Foreign
Lender is legally entitled to do so), whichever of the following is applicable:





          (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States of America is a party,




          (ii) duly completed copies of Internal Revenue Service Form W-8ECI,




          (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN, or




          (iv) any other form prescribed by Applicable Law as a basis for claiming exemption from
or a reduction in United States federal withholding Tax duly completed together with such
supplementary documentation as may be prescribed by Applicable Law to permit such Borrower
to determine the withholding or deduction required to be made.



          (f) FATCA Compliance. If a payment made to a Lender under any Loan Document would be
subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with
the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to



HollyFrontier Credit Agreement — Page 74




 









 







Borrowers and Administrative Agent at the time or times prescribed by law and at such time or
times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by
Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by Borrowers or Administrative Agent as may be
necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and
to determine that such Lender has complied with such Lender’s obligations under FATCA or to
determine the amount to deduct and withhold from such payment.




          (g) Treatment of Certain Refunds. If Administrative Agent, a Lender or an Issuing
Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid
additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by such
Borrower under this Agreement with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of Administrative Agent, such Lender or such Issuing Bank, as the
case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that such Borrower, upon the request of
Administrative Agent, such Lender or Issuing Bank, agrees to repay the amount paid over to such
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to Administrative Agent, such Lender or such Issuing Bank in the event Administrative
Agent, such Lender or such Issuing Bank is required to repay such refund to such Governmental
Authority. This subsection shall not be construed to require Administrative Agent, any Lender or
any Issuing Bank to make available its tax returns (or any other information relating to its Taxes
that it deems confidential) to any Borrower or any other Person.



     Section 5.15. Mitigation Obligations; Replacement of Lenders.



          (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 5.11, cannot fund or maintain a Eurodollar Loan pursuant to Section
5.12 or requires any Borrower to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 5.14, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 5.11 or 5.14, as the case may be, in
the future, (ii) would allow such Lender to fund Eurodollar Loans in the future and (iii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
Lender solely in connection with any such designation or assignment.



          (b) Replacement of Lenders. If any Lender requests compensation under Section
5.11, or if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 5.14, or any
Lender’s obligation to make or continue, or to convert Base Rate Loans into Eurodollar Loans shall
be suspended pursuant to Section 5.12, and, in each case, such Lender has declined or is
unable to designate a different lending office in accordance with Section 5.15(a), or if
any Lender is a



HollyFrontier Credit Agreement — Page 75




 









 







Defaulting Lender, a Notifying Lender or a Non-Consenting Lender, then Borrower Agent may, at
its sole expense and effort, upon notice to such Lender and Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 12.6), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:





          (i) Borrowers shall have paid to Administrative Agent the assignment fee specified in
Section 12.6(b)(iv);




          (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in Matured LC Obligations, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 5.13) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or Borrowers (in the
case of all other amounts);




          (iii) in the case of any such assignment resulting from a claim for compensation under
Section 5.11 or payments required to be made pursuant to Section 5.14, such
assignment will result in a reduction in such compensation or payments thereafter;




          (iv) such assignment does not violate Applicable Law; and




          (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting
Lender, the applicable assignee shall have consented to the applicable amendment, waiver or
consent.


A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require
such assignment and delegation cease to apply.




     Section 5.16. Payments by Borrowers; Presumptions by Administrative Agent. Unless
Administrative Agent shall have received notice from Borrower Agent prior to the date on which any
payment is due to Administrative Agent for the account of Lenders or any Issuing Bank hereunder
that Borrowers will not make such payment, Administrative Agent may assume that Borrowers have made
such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event,
if Borrowers have not in fact made such payment, then each of the Lenders or such Issuing Bank, as
the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount
so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by
Administrative Agent in accordance with banking industry rules on interbank compensation.



     Section 5.17. Nature and Extent of Each Borrower’s Liability.



HollyFrontier Credit Agreement — Page 76




 









 








          (a) Dealings with Multiple Borrowers. All Obligations, representations, warranties,
covenants, and indemnities set forth in the Loan Documents to which a Borrower is a party shall be
joint and several. Administrative Agent, Issuing Banks and Lenders shall have the right to deal
with any Responsible Officer of any Borrower, or its designee disclosed in writing to
Administrative Agent with regard to all matters concerning the rights and obligations of
Administrative Agent, Issuing Banks and Lenders hereunder and pursuant to applicable law with
regard to the transactions contemplated under the Loan Documents. All actions or inactions of any
Responsible Officer of any Borrower or its designee disclosed in writing to Administrative Agent
with regard to the transactions contemplated under the Loan Documents shall be deemed with full
authority and binding upon all Borrowers. Each Borrower hereby appoints Company as its true and
lawful attorney-in-fact, with full right and power, for purposes of exercising all rights of such
Borrower hereunder and under applicable law with regard to the transactions contemplated under the
Loan Documents. The provisions of this Section 5.17 and reliance thereon by Administrative
Agent, Issuing Banks and Lenders are material inducements to the agreement of Administrative Agent,
Issuing Banks and Lenders to enter into this Agreement and to consummate the transactions
contemplated hereby.



          (b) Additional Terms Relating to Joint and Several Obligations of Borrowers.




          (i) Each Borrower is accepting joint and several liability hereunder in consideration
of the financial accommodation to be provided by Administrative Agent, Issuing Banks and
Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each
Borrower and in consideration of the undertakings of each Borrower to accept joint and
several liability for the obligations of each of them.




          (ii) Each Borrower jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with
the other Borrowers with respect to the payment and performance of all of the Obligations,
it being the intention of the parties hereto that all the Obligations shall be the joint and
several obligations of each Borrower without preferences or distinction among them.




          (iii) If and to the extent that any Borrower shall fail to make any payment with
respect to any of the Obligations as and when due or to perform any of the Obligations in
accordance with the terms thereof, then in each such event, the other Borrowers will make
such payment with respect to, or perform, such Obligations.




          (iv) The obligations of each Borrower under the provisions of this Section
5.17(b) constitute full recourse obligations of such Borrower, enforceable against it to
the full extent of its properties and assets, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstances whatsoever.




          (v) Except as otherwise expressly provided herein, each Borrower hereby waives notice
of acceptance of its joint and several liability, notice of any Loan made under this
Agreement, notice of occurrence of any Event of Default, or of any demand for any payment
under this Agreement, notice of any action at any time taken or omitted by Administrative
Agent, any Issuing Bank or any Lender under or in respect of



HollyFrontier Credit Agreement — Page 77




 









 









any of the Obligations, any requirement of diligence and, generally, all demands,
notices and other formalities of every kind in connection with this Agreement. Each
Borrower hereby assents to, and waives notice of, any extension or postponement of the time
for the payment of any of the Obligations, the acceptance of any partial payment thereon,
any waiver, consent or other action or acquiescence by Administrative Agent, Issuing Banks
and Lenders at any time or times in respect of any default by any Borrower in the
performance or satisfaction of any term, covenant, condition or provision of this Agreement,
any and all other indulgences whatsoever by Administrative Agent, Issuing Banks and Lenders
in respect of any of the Obligations, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of the Obligations or in
part, at any time or times, of any security for any of the Obligations or the addition,
substitution or release, in whole or in part, of any Borrower. Without limiting the
generality of the foregoing, each Borrower assents to any other action or delay in acting or
failure to act on the part of Administrative Agent, Issuing Banks and Lenders, including,
without limitation, any failure strictly or diligently to assert any right or to pursue any
remedy or to comply fully with the applicable laws or regulations thereunder which might,
but for the provisions of this Section 5.17(b), afford grounds for terminating,
discharging or relieving such Borrower, in whole or in part, from any of its obligations
under this Section 5.17(b), it being the intention of each Borrower that, so long as
any of the Obligations remain unsatisfied, the obligations of such Borrower under this
Section 5.17(b) shall not be discharged except by performance and then only to the
extent of such performance. The Obligations of each Borrower under this Section
5.17(b) shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect
to any Borrower or Administrative Agent, any Issuing Bank or any Lender. The joint and
several liability of Borrowers hereunder shall continue in full force and effect
notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the
name, membership, constitution or place of formation of any Borrower or Administrative
Agent, any Issuing Bank or any Lender.




          (vi) The provisions of this Section 5.17(b) are made for the benefit of
Administrative Agent, Issuing Banks and Lenders and their successors and assigns, and may be
enforced by any such Person from time to time against any Borrower as often as occasion
therefor may arise and without requirement on the part of such Person first to marshal any
of its claims or to exercise any of its rights against any of the other Borrowers or to
exhaust any remedies available to it against any of the other Borrowers or to resort to any
other source or means of obtaining payment of any of the Obligations or to elect any other
remedy. The provisions of this Section 5.17(b) shall remain in effect until Payment
in Full of all the Obligations or otherwise fully satisfied and all obligations of
Administrative Agent, Issuing Banks and Lenders to make any extensions of credit have been
terminated or expired. If at any time, any payment, or any part thereof, made in respect of
any of the Obligations, is rescinded or must otherwise be restored or returned by
Administrative Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy or
reorganization of any of Borrowers, or otherwise, the provisions of this Section
5.17(b) will forthwith be reinstated in effect, as though such payment had not been
made.



HollyFrontier Credit Agreement — Page 78





 












 






          (vii) Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents, to the extent the joint obligations of a Borrower shall be
adjudicated to be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent conveyances or
transfers) then the obligations of each Borrower hereunder shall be limited to the maximum
amount that is permissible under Applicable Law (whether federal or state and including,
without limitation, the federal Bankruptcy Code), after taking into account, among other
things, such Borrower’s right of contribution and indemnification from each other Borrower
or other Loan Party under Applicable Law.



          (c) Contribution.




          (i) Notwithstanding anything herein to the contrary, each Borrower’s liability
under this Section 5.17 shall be limited to the greater of (A) all amounts for which
such Borrower is primarily liable, as described below, and (B) such Borrower’s Allocable
Amount.




          (ii) If any Borrower makes a payment under this Section 5.17 of any
Obligations (other than amounts for which such Borrower is primarily liable) (a
“Guarantor Payment”) that, taking into account all other Guarantor Payments
previously or concurrently made by any other Borrower, exceeds the amount that such Borrower
would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by
such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to
the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to
receive contribution and indemnification payments from, and to be reimbursed by, each other
Borrower for the amount of such excess, pro rata based upon their respective Allocable
Amounts in effect immediately prior to such Guarantor Payment. The “Allocable
Amount” for any Borrower shall be the maximum amount that could then be recovered from
such Borrower under this Section 5.17 without rendering such payment voidable under
Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or
conveyance act, or similar statute or common law.




          (iii) Nothing contained in this Section 5.17 shall limit the liability of
any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans
advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the
benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support
such Borrower’s business, and all accrued interest, fees, expenses and other related
Obligations with respect thereto, for which such Borrower shall be primarily liable for all
purposes hereunder.



          (d) Subordination of Intercompany Obligations. Each Borrower covenants and agrees
that the payment of all Obligations, principal, interest (including interest which accrues after
the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan
Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing
by any other Borrower to such Borrower, including any intercompany trade payables or royalty or
licensing fees (collectively, the “Intercompany Obligations”), is subordinated to the prior
Payment in Full of all Obligations and that the


HollyFrontier Credit Agreement — Page 79



 









 






subordination is for the benefit of Administrative Agent, Issuing Banks and Lenders and
Administrative Agent, Issuing Bank and Lenders may enforce such provisions directly, including in
any Insolvency Proceeding of any Loan Party.




ARTICLE 6.

REPRESENTATIONS AND WARRANTIES




     To induce Administrative Agent and the Lenders to enter into this Agreement and to make the
Loans and issue or participate in the Letters of Credit, each Borrower hereby jointly and severally
represents and warrants to Administrative Agent and each Lender that:



     Section 6.1. Existence; Compliance with Law. Each Group Member: (a) is (1) a
corporation, partnership or limited liability company, as the case may be, duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, (2) duly
qualified to do business and in good standing in each other jurisdiction where its ownership or
lease of property or the conduct of its business requires such qualification and in which the
failure to be so qualified and in good standing would reasonably be expected to have a Material
Adverse Effect, (3) in compliance with its Organizational Documents, and (4) in compliance with all
Requirements of Law, except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect; (b) has (1) the requisite
corporate, partnership or company power and authority to conduct its business as now, previously or
proposed to be conducted, (2) the legal right to own, pledge, lease, mortgage or otherwise encumber
and operate its properties, and (3) except where the failure to obtain could not reasonably be
expected to have a Material Adverse Effect, obtained all licenses, Permits, franchises, rights,
powers, consents or approvals from or by all Persons or Governmental Authorities having
jurisdiction over such Group Member or any of its Subsidiaries that are necessary or appropriate
for the conduct of its business; (c) has made all filings with each Governmental Authority that are
necessary or appropriate for the conduct of its business, except to the extent failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (d) has given all notices
to the extent required for the ownership and operation of its property and the conduct of its
business, except to the extent failure to do so could not reasonably be expected to have a Material
Adverse Effect.



     Section 6.2. Legal Name; Jurisdiction of Organization; Location of Chief Executive Office
and Collateral Locations; Prior Names and Fictitious Business Names. Schedule 6.2 sets
forth as of the Closing Date: (a) such Borrower’s and each of its Subsidiary Guarantor’s exact
legal name as is appears in official filings in the state of its incorporation or other
organization, (b) the type of entity of such Borrower and each of its Subsidiary Guarantors
(including corporation, partnership, limited partnership or limited liability company), (c) the
organizational identification number issued by such Borrower’s and each of its Subsidiary
Guarantors’ state of incorporation or organization, (d) such Borrower’s and each of its Subsidiary
Guarantors’ state of organization, (e) the location of such Borrower’s and each of its Subsidiary
Guarantors’ chief executive office, warehouses, locations of Collateral, and (f) the location where
all of such Borrower’s and each of its Subsidiary Guarantors’ books and records are kept. As of
the Closing Date, during the prior five years, except as set forth in Schedule 6.2, no
Borrower nor any of their respective Subsidiary Guarantors has been known as or conducted business
in any other name.



HollyFrontier Credit Agreement — Page 80




 









 





     Section 6.3. Power; Authorization; Enforceable Obligations; Liens.



          (a) The execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party, and the creation of all Liens provided for in this Agreement and the other
Loan Documents, (i) are within such Loan Party’s power and authority; (ii) have been duly
authorized by all necessary corporate, partnership or company action; (iii) are not in
contravention of any provision of such Loan Party’s Organizational Documents; (iv) do not violate
any Applicable Law (including Regulations T, U and X of the Board), or any order or decree of any
court or Governmental Authority; (v) do not conflict with or result in the breach or termination
of, constitute a default under or accelerate any performance required by, any Contractual
Obligation; (vi) do not result in or require the creation or imposition of any Lien upon any of the
Collateral (other than the Liens created by the Security Documents); and (vii) do not require the
consent or approval of, filing with, notice to or other act by or in respect of, any Governmental
Authority or of any other Person, except those specifically referred to in Schedule 6.3
(all of which shall have been duly obtained, made or complied with on or before the Closing Date or
in the case of filings that will be made by Administrative Agent promptly after the Closing Date to
the extent not permitted to be made prior thereto pursuant to the Existing Credit Agreements). As
of the Closing Date, each Loan Document shall have been executed and delivered for the benefit of
or on behalf of each Borrower and each other Loan Party party thereto. Each such Loan Document
constitutes and each other Loan Document upon execution will constitute the legal, valid and
binding obligation of each Borrower and each other Loan Party party thereto, to the extent it is a
party thereto, enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights
generally, and to general principles of equity. No Requirement of Law or Contractual Obligation
applicable to Borrowers or any Restricted Subsidiary could reasonably be expected to have a
Material Adverse Effect.



     Section 6.4. Financial Statements and Projections. The Company delivered as of the
Closing Date (a) the audited consolidated balance sheet of each of Holly and FOC as at December 31,
2010 and the related consolidated statement of operations and cash flows for the Fiscal Year ending
on such date, reported on by and accompanied by an unqualified report from Ernst & Young LLP and
Deloitte & Touche LLP, respectively, which financial statements are true, correct and complete in
all material respects and fairly and accurately present, in accordance with GAAP consistently
applied, the consolidated financial condition of each of Holly and Frontier, as applicable, as of
such date and the consolidated results of operations and consolidated cash flows for the Fiscal
Year then ended, (b) the unaudited consolidated balance sheet of each of Holly and Frontier as at
March 31, 2011 and the related consolidated statement of operations and of cash flows for the
Fiscal Quarter then ended, which financial statements are true, correct and complete in all
material respects and fairly and accurately present, in accordance with GAAP consistently applied,
the consolidated financial condition of each of Holly and Frontier, as applicable, as of such date
and the consolidated results of operations and consolidated cash flows for the Fiscal Quarter then
ended and (c) the Projections, which Projections have been prepared in good faith, are based upon
facts and assumptions that are reasonable under the current and foreseeable circumstances and are
disclosed in the Projections, and which may differ from actual results. Since December 31, 2010,
there has been no change in the condition, financial or otherwise, of any Group Member that could
reasonably be expected to have a Material Adverse Effect. No financial statement delivered to
Administrative Agent or



HollyFrontier Credit Agreement — Page 81



 









 




Lenders at any time contains any untrue statement of a material fact, nor fails to disclose
any material fact necessary to make such statement not materially misleading in light of the
circumstances under which they were made.




     Section 6.5. Absence of Default. No Borrower nor any Restricted Subsidiary is in
default under or with respect to any Contractual Obligation, which could, alone or in the
aggregate, reasonably be expected to have a Material Adverse Effect. To such Borrower’s knowledge,
no breach or default by any third Person has occurred under any material contract, agreement, lease
or other instrument to which such Borrower or any of its Restricted Subsidiaries is a party, which
could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect. No
Default has occurred and is continuing or would result from the incurring of obligations by any
Borrower or any Restricted Subsidiary under this Agreement or the Loan Documents.



     Section 6.6. Owned and Leased Real Property. Each real property location owned,
leased or occupied by each Group Member as of the Closing Date is listed in Schedule 6.6.
Each Group Member holds valid and marketable fee simple title to all of its owned real estate and
valid and marketable leasehold interests in all of its leased real estate except for such defects
in title as would not, individually or in the aggregate, reasonable be expected to have a Material
Adverse Effect. All permits required to allow each real property location owned, leased or
occupied by each Group Member to be lawfully occupied and used, for all of the purposes for which
they are occupied and used, have been lawfully issued and are in full force and effect.



     Section 6.7. Labor Matters. 



          (a) Except as described on Schedule 6.7, as of the Closing Date no Borrower or any
other Group Member is party to or bound by any collective bargaining agreement. There are no
material grievances, disputes or controversies with any union or other organization of any
Borrower’s or other Group Member’s employees, or, to any Borrower’s knowledge, any asserted or
threatened strikes, work stoppages or demands for collective bargaining that could reasonably be
expected to have a Material Adverse Effect.



          (b) As of the Closing Date, to the knowledge of any Borrower (i) there is no organizing
activity involving any Group Member pending, threatened, planned or contemplated by any labor union
or group of employees, (ii) there are no representation proceedings pending, threatened, planned or
contemplated with the National Labor Relations Board, and (iii) no labor organization or group of
employees of any Group Member has pending any demand for recognition; in each case that could
reasonably be expected to cause a Material Adverse Effect.



     Section 6.8. Subsidiaries, Joint Ventures and Affiliates; Outstanding Equity
Interests.



          (a) Schedule 6.8(a) sets forth as of the Closing Date (i) the name of each
Borrower’s Subsidiaries, joint ventures and Affiliates, (ii) whether such Subsidiary is an
Unrestricted Subsidiary or a Restricted Subsidiary and (iii) in the case of each Restricted
Subsidiary, the outstanding Equity Interests of such Restricted Subsidiary, and, in the case of
each Subsidiary the holders of such Subsidiary’s Equity Interests.




HollyFrontier Credit Agreement — Page 82



 









 





          (b) Except as set forth on Schedule 6.8(b), as of the Closing Date there are no
outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments
(other than stock options granted to employees or directors and directors’ qualifying shares) of
any nature relating to any Equity Interests of any Restricted Subsidiary of any Borrower.



     Section 6.9. Government Regulation. No Group Member is (a) in violation of any
Applicable Law, which violation has or could reasonably be expected to have a Material Adverse
Effect, or (b) subject to or in default with respect to any final judgment, writ, injunction,
restraining order or order of any nature, decree, rule or regulation of any court or Governmental
Authority, in each case, which has or could reasonably be expected to have a Material Adverse
Effect.



     Section 6.10. Taxes. All federal, state and other material tax returns, reports and
statements required by any Governmental Authority to be filed by or on behalf of each Group Member
have been filed with the appropriate Governmental Authority, and all charges and other impositions
shown thereon have been paid when due except (a) those Taxes which are being Properly Contested or
(b) to the extent that a failure to do so could not reasonably be expected to result in liability
to the Group Members in excess of $1,000,000. Proper and accurate amounts have been withheld by
each Group Member from its respective employees for all periods in compliance, in all material
respects, with the tax, social security and unemployment withholding provisions of all Requirements
of Law. Except as set forth in Schedule 6.10, as of the Closing Date, no Group Member: (1)
has executed or filed with any Governmental Authority any agreement or other document extending, or
having the effect of extending, the period for assessment or collection of any charges; (2) has
agreed or been requested to make any adjustment in accounting method; (3) is a party to any tax
sharing agreement; or (4) has received notice that it is currently being audited by any
Governmental Authority or, to its knowledge, is currently being audited by any Governmental
Authority. There are no assessments or threatened assessments outstanding against any Group Member
that could reasonably be expected to have a Material Adverse Effect.



     Section 6.11. ERISA.



          (a) Schedule 6.11 lists, as of the Closing Date, all of each Borrower’s and each
of its ERISA Affiliates’ Plans, personnel policies, stock option plans, stock purchase plans, stock
appreciation rights, phantom stock plans, bonus plans or arrangements, incentive award plans or
arrangements, vacation policies, severance pay plans, policies or agreements, deferred compensation
agreements or arrangements, executive compensation or supplemental income arrangements, and
employment agreements. Each Plan is in compliance in all material respects with all applicable
provisions of ERISA, the Code and other Federal or state Laws. Each Borrower and each of its ERISA
Affiliates is in compliance in all material respects with all applicable provisions of ERISA, the
Internal Revenue Code and other Federal or state Laws with respect to all Plans. Each Plan that is
intended to qualify under Section 401(a) of the Code (i) has received a favorable determination or
opinion letter from the Internal Revenue Service, (ii) has outstanding an application for such a
letter that is currently being processed by the Internal Revenue Service with respect thereto, or
(iii) has a remedial amendment period for submitting such an application that has not closed, with
respect to the Plan and all required amendments. To the best knowledge of each Borrower, nothing
has occurred which could reasonably be expected




HollyFrontier Credit Agreement — Page 83



 









 




to prevent, or cause the loss of, such Plan qualification. Each Borrower and each ERISA
Affiliate have made all required contributions to each Plan subject to the Pension Funding Rules,
and no application for a funding waiver or an extension of any amortization period pursuant to the
Pension Funding Rules has been made with respect to any Plan. No Borrower has engaged in a
“prohibited transaction”, as defined in Section 4975 of the Code or Section 406 of ERISA.




          (b) There are no pending or, to the best knowledge of the Company and any Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no
prohibited transaction or violation of any applicable fiduciary responsibility rules with respect
to any Plan that has resulted or would reasonably be expected to result in a Material Adverse
Effect.



          (c) No ERISA Event has occurred or is reasonably expected to occur that has resulted or
would reasonably be expected to result in a Material Adverse Effect. No Pension Plan has any
Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated,
whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has
any Pension Plan (determined at any time within the last six years) with an Unfunded Pension
Liability been transferred outside of the “controlled group” (within the meaning of Section
4001(a)(14) of ERISA) of any Borrower or any of its ERISA Affiliates. The aggregate liabilities of
any Borrower or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer
Plan, have not resulted, and could not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect.



          (d) Except to the extent required under Section 4980B of the Code, no Plan provides health
or welfare benefits (through the purchase of insurance or otherwise) for any retired or former
employee of any Borrower or any of its ERISA Affiliates.



     Section 6.12. Litigation. As of the Closing Date, except as disclosed in
Schedule 6.12, no actions, suits, claims, litigation, investigation or proceeding is
pending or to the knowledge of any Borrower after due and diligent investigation threatened or
contemplated, at law, in equity, in arbitration or before any Governmental Authority by or against
any Group Member or against any of their respective properties or revenues that (a) challenges any
such Person’s right or ability, to enter into or perform any of its Obligations under the Loan
Documents, the validity or enforceability of any Loan Document or any action taken thereunder, or
(b) if determined adversely, could reasonably be expected to have a Material Adverse Effect.



     Section 6.13. Intellectual Property. Each Group Member owns or has the right to use
all Intellectual Property necessary to continue to conduct its business as now or heretofore
conducted by it, and all such registered Intellectual Property owned by a Group Member as of the
Closing Date is listed, together with application or registration numbers, where applicable, in
Schedule 6.13. No Borrower has any knowledge of any infringement or claim of infringement
by others of any Intellectual Property of any Group Member that could reasonably be expected to
have a Material Adverse Effect. No material claim has been asserted and is pending by any Person
challenging or questioning the use of any Intellectual Property or the validity or effectiveness of
any Intellectual Property, nor does the Company or any Borrower know of any




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valid basis for any such claim that could reasonably be expected to have a Material Adverse
Effect. The use of Intellectual Property by each Borrower and the other Group Members does not
infringe on the rights of any Person in any material respect.




     Section 6.14. Full Disclosure. No statement or information contained in the Loan
Documents or any other document, certificate or statement furnished by or on behalf of any Loan
Party under or in connection with this Agreement or any other Loan Document, or to induce
Administrative Agent and the Lenders to execute the Loan Documents, contains any untrue statement
of a material fact or omits to state a material fact necessary to make the statements contained
herein or therein not misleading in light of the circumstances under which they were made;
provided that with respect to projected financial information, Borrowers represent only
that such information was prepared in good faith based upon assumptions believed to be reasonable
at the time when prepared, it being understood that assumptions as to future results are inherently
subject to uncertainty and contingencies, many of which are beyond Borrowers’ control, that no
assurance can be given that any particular projections will be realized and that actual results
during the period or periods covered by any such financial projections may differ materially from
the projected results.



     Section 6.15. Environmental Matters.



          (a) As of the Closing Date, except as set forth on Schedule 6.15 and except as
would not reasonably be expected to have a Material Adverse Effect, there has been no contamination
of any Subject Property resulting from any Hazardous Materials and no Borrower nor any of the other
Group Members has any existing or potential environmental liability that could result in
Environmental Liabilities and Costs.



          (b) As of the Closing Date, except as set forth on Schedule 6.15, no Borrower nor
any other Group Member has caused, permitted or suffered any Release at, under, above or within any
Subject Property, or the presence, use, generation, manufacture, installation, or storage of any
Hazardous Materials on, under, in or about any Subject Property or the transportation of any
Hazardous Materials to or from any Subject Property that could reasonably be expected to have a
Material Adverse Effect, except to the extent such use, generation, manufacture, installation,
storage or transportation has been conducted in compliance with all Environmental Laws and
Environmental Permits.



          (c) Except as set forth on Schedule 6.15, as of the Closing Date, each Group
Member has, for the past five years, conducted its operations in compliance with Environmental Laws
and Environmental Permits, except for such noncompliance as would not reasonably be expected to
have a Material Adverse Effect.



          (d) Except as set forth on Schedule 6.15, as of the Closing Date, no Group Member
is subject to any Environmental Orders, except for such Environmental Orders that, collectively or
individually, would not reasonably be expected to have a Material Adverse Effect.



          (e) No Hazardous Materials have been transported or disposed of from any Subject Property
by or on behalf of any Group Member in violation of, or in a manner that could




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give rise to liability under, any applicable Environmental Law, except for such noncompliance
as would not reasonably be expected to have a Material Adverse Effect.




     Section 6.16. Insurance. The properties of Borrowers and their Restricted
Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of
Borrowers, that, to the Borrowers’ knowledge, are financially sound and reputable, in such amounts,
with such deductibles and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where Borrowers or the applicable
Restricted Subsidiary operates.



     Section 6.17. Receivables. With respect to each Receivable of each Loan Party
included as an Eligible Receivable in the most recent Borrowing Base Certificate:



          (a) except as specifically disclosed in the most recent Schedule of Receivables delivered
to Administrative Agent, (1) such Receivable arises out of a bona fide sale and
delivery of goods or rendition of services by the applicable Loan Party in the Ordinary Course of
Business and if evidenced by a judgment, Instrument or Chattel Paper such actions required by the
Security Documents have been taken with respect thereto, (2) there are no setoffs, claims or
disputes existing or asserted with respect thereto except for those for which required adjustments
have been reflected in the most recent Borrowing Base Certificate delivered to Administrative Agent
and the applicable Loan Party has not agreed and shall not agree with the applicable Account Debtor
for (i) any deduction therefrom, (ii) any extension of the time for payment thereof, (iii) any
compromise or settlement for less than the full amount thereof, or (iv) any release, in whole or in
part, of any Person liable therefor except deductions, extensions, compromises, settlements or
releases allowed by the applicable Loan Party in the Ordinary Course of Business and except for
those for which required adjustments have been reflected in the most recent Borrowing Base
Certificate delivered to Administrative Agent, (3) there are no facts, events or occurrences that
in any way impair the validity, collectability or enforceability thereof or tend to reduce the
amount payable thereunder as reflected on the invoices, statements and Schedules of Receivables
delivered to Administrative Agent with respect thereto, or that might result in any material
adverse change in the financial condition of the applicable Account Debtor or the collectability
thereof, and (4) each Loan Party has no knowledge that the applicable Account Debtor is unable
generally to pay its debts as they become due;



          (b) the amounts reflected on all records, invoices, statements and Schedules of
Receivables with respect thereto are actually and absolutely owing to the applicable Loan Party as
indicated thereon and are not in any way contingent;



          (c) during any Dominion Trigger Period, no payments have been or shall be made thereon
except payments in accordance with the provisions of Section 8.15; and



          (d) to each Loan Party’s knowledge, the applicable Account Debtor has the capacity to
contract.



     Section 6.18. Petroleum Inventory. With respect to all Petroleum Inventory of each
Loan Party included as Eligible Petroleum Inventory in the most recent Borrowing Base Certificate:




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          (a) such Eligible Petroleum Inventory has not been consigned to any Person;



          (b) such Eligible Petroleum Inventory has been and will be produced in compliance with all
Applicable Laws, including the minimum wage and overtime pay provisions of the Fair Labor Standards
Act; and



          (c) the applicable Loan Party has good, indefeasible and merchantable title to such
Inventory and such Eligible Petroleum Inventory is not subject to any Lien or document whatsoever
except for Liens permitted under Section 9.2.



     Section 6.19. Investment Company Act; Other Regulations. No Borrower nor any
Restricted Subsidiary is or is required to be registered as an investment company, or a company
controlled by an investment company, within the meaning of the Investment Company Act of 1940, as
amended (the “Investment Company Act”). No Group Member is engaged, nor will any Group
Member engage, principally or as one of its primary activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the Board), or extending credit
for the purpose of purchasing or carrying margin stock in violation of the Investment Company Act.



     Section 6.20. Solvency. The Borrowers and the other Loan Parties, taken as a whole,
are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred
in connection herewith, will be Solvent. No transfer of Property is being made by any Borrower or
any Loan Party and no obligation is being incurred by any Borrower or any Loan Party in connection
with the transactions contemplated by this Agreement or the Loan Documents with the intent to
hinder, delay, or defraud either present or future creditors of any Borrower or any Loan Party.



     Section 6.21. Deposit Accounts. As of the Closing Date, all of each Borrower’s and
the other Loan Parties’ Deposit Accounts are listed in Schedule 6.21. So long as no
Default has occurred and is continuing, Borrowers may add or replace a Deposit Account if the
applicable Borrower and, to the extent required by the Guarantee and Collateral Agreement, the bank
at which such Deposit Account is to be maintained have duly executed and delivered to
Administrative Agent an account control agreement in form and substance satisfactory to
Administrative Agent in its reasonable discretion.



     Section 6.22. OFAC. No Loan Party is in violation of any of the country or
list-based economic and trade sanctions administered and enforced by OFAC. No Loan Party (a) is a
Sanctioned Person or a Sanctioned Entity, (b) has any of its assets located in Sanctioned Entities;
or (c) derives any revenues from investments in, or transactions with, Sanctioned Persons or
Sanctioned Entities. Borrowers will not use the proceeds of any extension of credit hereunder to
fund any operation in, finance any investments or activities in, or make payments to, a Sanctioned
Person or Sanctioned Entity.



     Section 6.23. Anti-Terrorism Laws.



          (a) Anti-Terrorism Laws. No Loan Party nor any Affiliate of any Loan Party is in
violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction




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that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Terrorism Law.




          (b) Executive Order No. 13224. No Loan Party nor any Affiliate of any Loan Party
is any of the following (each a “Blocked Person”):




          (i) a Person that is listed in the annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224;




          (ii) a Person owned or controlled by, or acting for or on behalf of, any Person
that is listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224;




          (iii) a Person or entity with which any bank or other financial institution is
prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;




          (iv) a Person or entity that commits, threatens or conspires to commit, or supports
“terrorism” as defined in Executive Order No. 13224;




          (v) a Person or entity that is named as a “specially designated national” on the
most current list published by OFAC at its official website or any replacement website or
other replacement official publication of such list; or




          (vi) a Person or entity who is affiliated with a Person or entity listed above.



     No Loan Party nor any Affiliate of any Loan Party (x) conducts any business or engages in
making or receiving any contribution of funds, Goods or services to or for the benefit of any
Blocked Person or (y) deals in, or otherwise engages in any transaction relating to, any property
or interests in property blocked pursuant to Executive Order No. 13224.



     Section 6.24. Prior Indemnification Agreements. As of the Closing Date, all Prior
Indemnification Agreements have terminated in accordance with their terms and no Loan Party that
was party to any Prior Indemnification Agreement was required to make any payments to any Person
under any Prior Indemnification Agreement.



ARTICLE 7.

CONDITIONS PRECEDENT




     Section 7.1. Conditions to Initial Extension of Credit. The agreement of each Lender
to make the initial extension of credit requested to be made by it is subject to the satisfaction
of, among other things, the following conditions precedent (the date upon which all such conditions
precedent shall be satisfied, the “Closing Date”).



          (a) Credit Agreement; Guarantee and Collateral Agreement. Administrative Agent
shall have received (i) this Agreement executed and delivered by Administrative Agent, the Company
and each Borrower and each Lender party hereto, and (ii) the Guarantee and



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Collateral Agreement,
executed and delivered by Borrowers and each Subsidiary Guarantor and each other Loan Document
executed and delivered by each Loan Party party thereto.




          (b) Approvals. All governmental and third party approvals necessary or, in the
reasonable discretion of Administrative Agent, advisable in connection with the transactions
contemplated hereby and the continuing operations of the Company and its Restricted Subsidiaries
shall have been obtained and be in full force and effect, and all applicable waiting periods shall
have expired without any action being taken or threatened by any competent authority which would
restrain, prevent or otherwise impose adverse conditions on the transactions contemplated hereby.




          (c) Lien Searches. Administrative Agent shall have received the results of a recent
lien search in the central filing office (and, to the extent requested by Administrative Agent, the
local filing offices) of each of the jurisdictions where the Loan Parties are organized or where
their assets are located, and such search shall reveal no liens on any of the assets of the Loan
Parties except for Liens permitted by Section 9.2 or discharged on or prior to the Closing
Date pursuant to documentation satisfactory to Administrative Agent.




          (d) Fees. The Lenders and Administrative Agent shall have received all fees required
to be paid hereunder, and Administrative Agent shall have received all expenses for which invoices
have been presented (including the reasonable and documented fees and expenses of legal counsel),
on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the
Closing Date or from cash and will be reflected in the funding instructions given by Borrowers to
Administrative Agent on or before the Closing Date, as appropriate.




          (e) Closing Certificate. Administrative Agent shall have received a certificate of
each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with
appropriate insertions and attachments.




          (f) Officer’s Certificates. Administrative Agent shall have received a certificate of
a duly authorized officer of each Loan Party, certifying (i) that attached copies of such Loan
Party’s Organizational Documents are true and complete, and in full force and effect, without
amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and
delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that
such resolutions are in full force and effect, were duly adopted by the appropriate governing body,
have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to
such Loan Documents; and (iii) to the title, name, and signature of each Person authorized to sign
the Loan Documents on behalf of such Loan Party. Administrative Agent may conclusively rely on
this certificate until it is otherwise notified by the applicable Loan Party in writing.




          (g) Good Standing. Administrative Agent shall have received such documents and
certifications as Administrative Agent may reasonable require to evidence that each Loan Party is
duly organized or formed, validly existing, in good standing and qualified to
engage in business in each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification, except to the extent that the failure
to be so qualified could not reasonably be expected to have a Material Adverse Effect.





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          (h) Legal Opinions. Administrative Agent shall have received the following executed
legal opinions in form and substance satisfactory to Administrative Agent in its Permitted
Discretion:





          (i) the legal opinion of Vinson & Elkins LLP, special counsel to Borrowers and the
other Loan Parties;




          (ii) the legal opinion of Andrews Kurth LLP, special counsel to Borrowers and the other
Loan Parties; and




          (iii) the legal opinion of such special and local counsel as may be required by
Administrative Agent.


Each such legal opinion shall cover such matters incidental to the transactions contemplated by
this Agreement as Administrative Agent may reasonably require.




          (i) Filings, Registrations and Recordings. Each document (including any Uniform
Commercial Code financing statement) required by the Security Documents or under law or reasonably
requested by Administrative Agent to be filed, registered or recorded in order to create in favor
of Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than with respect to
Liens expressly permitted by Section 9.2), shall be in proper form for filing, registration
or recordation.




          (j) Solvency Certificate. Each of the Lenders shall have received and shall be
satisfied with a solvency certificate of a Responsible Officer of the Company which shall certify
the solvency of the Company and each other Loan Party after giving effect to the transactions
contemplated hereby.




          (k) Borrowing Base Certificate. Administrative Agent shall have received a Borrowing
Base Certificate executed by a Responsible Officer of Borrower Agent, which calculates the
Borrowing Base on a pro forma basis as of May 31, 2011.




          (l) Revolving Notes. Administrative Agent shall have received Revolving Notes duly
executed by Borrowers for each Lender that has requested the delivery of a Revolving Note pursuant
to and in accordance with Section 2.1(b).




          (m) Swingline Note. Administrative Agent shall have received a Swingline Note duly
executed by Borrowers for the Swingline Lender to the extent the Swingline Lender has requested the
delivery of a Swingline Note pursuant to and in accordance with Section 2.5(a).




          (n) Insurance. Administrative Agent shall have received insurance certificates
satisfying the requirements of this Agreement.




          (o) Merger Agreement. Administrative Agent shall have received certified copies of
(i) the Merger Agreement, together with all material agreements, instruments and other documents
delivered in connection therewith as Administrative Agent shall reasonably request



HollyFrontier
Credit Agreement - Page 90









 






and (ii) the
certificate of merger or other confirmation reasonably satisfactory to the Lenders filed with the
Secretary of State of the State of Wyoming. The Merger Agreement shall be in full force and effect
and Administrative Agent shall be reasonably satisfied with (i) any amendments, modifications and
supplements to the Merger Agreement and (ii) all agreements, instruments and documents relating to
each other aspect of the Transactions contemplated to occur on the Closing Date.





	 	(p)	 	Existing Indebtedness. All obligations of the Group Members with respect to
Indebtedness outstanding under the Existing Credit Agreements shall have been paid in full, and all
commitments, security interests and guaranties in connection therewith shall have been terminated
and released, and Borrowers shall have delivered to Administrative Agent signed payoff letters in
respect of such Indebtedness in form and substance reasonably satisfactory to Administrative Agent.
	 
	 	(q)	 	Mergers. Simultaneously with the Closing Date, the merger described in clause (a)
of the definition of “Transactions” shall be consummated in accordance with the terms of the Merger
Agreement, without any waiver or amendment not reasonably satisfactory to Administrative Agent, and
in compliance with all applicable Requirements of Law.
	 
	 	(r)	 	No Action. No action, proceeding, investigation, regulation or legislation shall
have been instituted, threatened or proposed before any court, Governmental Authority or
legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is
related to or arises out of, this Agreement or any other Loan Document or the consummation of the
transactions contemplated hereby or thereby and which, in Administrative Agent’s sole judgment,
would make it inadvisable to consummate the transactions contemplated by this Agreement or any
other Loan Document.
	 
	 	(s)	 	Diligence; Field Exam. Administrative Agent shall have completed its business and
legal due diligence, including a roll-forward of its previous field exam, with results satisfactory
to Administrative Agent.
	 
	 	(t)	 	Cash Management. Borrowers shall have established a primary cash management
system reasonably acceptable to Administrative Agent, subject to a tri-party agreement among
Borrowers, Administrative Agent and the financial institution providing the primary cash management
services to Borrowers in form and substance reasonably satisfactory to Administrative Agent.
	 
	 	(u)	 	Projections. Administrative Agent shall have completed its review of Borrowers’
Projections for the Fiscal Quarters and Fiscal Years set forth therein, with results reasonably
satisfactory to Administrative Agent.
	 
	 	(v)	 	Availability. After giving effect to the initial Loans and the use of proceeds
thereof, paying all accounts payable aged beyond stated terms, Availability shall be not less than
$300,000,000.
	 
	 	(w)	 	Representations and Warranties. Each of the representations and warranties made
by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all respects on
and as of such date as if made on and as of such date.




HollyFrontier
Credit Agreement - Page 91









 











          (x) Other Documents. Administrative Agent shall have received such other assurances,
certificates, documents, consents or opinions as Administrative Agent, any Issuing Bank, the
Swingline Lender or the Majority Lenders requested reasonably in advance of each of the
shareholder’s meeting for Holly and FOC at which time the vote to approve the merger between Merger
Sub and FOC shall occur and reasonably required by such Persons.




     Section 7.2. Conditions to Each Extension of Credit. The agreement of each Lender,
the Swingline Lender and each Issuing Bank if applicable to make any extension of credit requested
to be made by it on any date (other than a Conversion or Continuation of an outstanding Borrowing
and other than a Borrowing to reimburse a Matured LC Obligation pursuant to Section 2.8,
but including its initial extension of credit) is subject to the satisfaction of the following
conditions precedent:




          (a) Representations and Warranties. Each of the representations and warranties made
by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material
respects (or to the extent qualified by materiality, such representations and warranties shall be
true and correct in all respects) on and as of such date as if made on and as of such date, except
to the extent any such representations and warranties (i) are expressly limited to an earlier date,
in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal
or extension of such Letter of Credit, as applicable, such representations and warranties shall
continue to be true and correct as of such specified earlier date, and (ii) for the purpose of this
Section 7.2(a), the representations and warranties in clauses (a) and (b) of Section
6.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 8.2.




          (b) No Default. No Default shall have occurred and be continuing on such date or
after giving effect to the extensions of credit requested to be made on such date.




          (c) No Overadvance. Except as otherwise permitted in Section 2.4, immediately
before and after giving effect to any requested Loan or Letter of Credit, no Overadvance shall
exist.




          (d) Borrowing Notice. Administrative Agent shall have received a Borrowing Notice
duly executed by a Responsible Officer of Borrowers, as appropriate.




Each Borrowing (other than a Conversion or Continuation of an outstanding Borrowing and other than
a Borrowing to reimburse a Matured LC Obligation pursuant to Section 2.8) by and issuance
of a Letter of Credit on behalf of any Borrower hereunder shall constitute a representation and
warranty by Borrowers as of the date of such extension of credit that the conditions contained in
this Section 7.2 have been satisfied.




ARTICLE 8.

AFFIRMATIVE COVENANTS




     Until Payment in Full of all of the Obligations and termination of the Revolving Commitments,
each Borrower shall, and shall (except in the case of covenants set forth in Sections 8.1,
8.2, 8.3, 8.7, 8.8, 8.9, 8.10, and 8.12)
cause each Restricted Subsidiary, to:



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     Section 8.1. Borrowing Base Certificate and Related Reports. Deliver or cause to be
delivered (at their expense) to Administrative Agent the following:


          
 (a) in no event less frequently than once a month on or prior to the fifteenth calendar day of each month, calculating the Borrowing Base as of the last day of the preceding month, a Borrowing Base Certificate from Borrower Agent accompanied by such supporting detail and documentation as shall be requested by Administrative Agent in its Credit Judgment; provided, however, at any time an Enhanced Reporting Trigger Period is in effect, the Company shall deliver a Borrowing Base
 Certificate by Wednesday of each calendar week (unless such date is not a Business Day, in which case such Borrowing Base Certificate will delivered on the following Business Day) calculating the Borrowing Base as of the close of business of the immediately preceding week, accompanied by such supporting detail and documentation as shall be requested by Administrative Agent in its Credit Judgment;


          
(b) as soon as available but in no event later than 15 days following the end of each Fiscal Month: (i) a Schedule of Receivables of the Loan Parties for such Fiscal Month, in form reasonably satisfactory to Administrative Agent, certified by Borrower Agent, which Schedule of Receivables shall include an aged trial balance by Account Debtor, a summary and detailed aging of Receivables and a list of Approved Account Debtors; and (ii) a Schedule of Petroleum
Inventory of the Loan Parties, in form reasonably satisfactory to Administrative Agent, certified by Borrower Agent, specifying each Loan Party’s cost (calculated on a first in, first out basis), at the lower of cost or market value, of such Loan Party’s Petroleum Inventory by location, and further specifying in-transit Petroleum Inventory and any other information that Administrative Agent may reasonably request;



          
(c) at each time of delivery of financial statements pursuant to Section 8.2(a) or (b), and as frequently as Administrative Agent may request during an Enhanced Reporting Trigger Period, a reconciliation
of the Receivables trial balance and quarter-end Eligible Petroleum Inventory reports of the Loan Parties, as applicable, in each case, accompanied by such supporting detail and documentation as shall be requested by Administrative Agent in its Credit Judgment;



          

(d) together with the Borrowing Base Certificate required under clause (a) above, a report, in
reasonable detail, setting forth (i) the Lender Hedge Agreements then in effect, the notational volumes or amounts of and prices or rates
for each such Lender Hedge Agreement and the term of each such Lender Hedge Agreement and (ii) the
aggregate amount of cash and Cash Equivalents included in the calculation of Liquidity as of such date
together with, so long as Availability was less than $600,000,000 as of such date,
(x) a verification of the balances of cash and Cash Equivalents on deposit in the Loan Parties’ Controlled Accounts (other than Pledged Cash) included in the calculation of
Liquidity and (y) such other information as Administrative Agent may reasonably request; and



          

(e) promptly upon any Responsible Officer of any Borrower becoming aware of the same, notice that (i) Liquidity is or has at any time been less than $600,000,000, (ii) a Financial Covenant Trigger Period has commenced, (iii) a Dominion Trigger Period has commenced or (iv) an Enhanced Reporting Trigger Period has commenced.



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          (f) such other reports, statements and reconciliations with respect to the Borrowing Base or
Collateral of any or all Loan Parties as Administrative Agent shall from time to time request in
its Credit Judgment.




     The delivery of each certificate and report or any other information delivered pursuant to
this Section 8.1 shall constitute a representation and warranty by Borrowers that the
statements and information contained therein are true and correct in all material respects on and
as of such date.



     Section 8.2. Financial Statements. Furnish to Administrative Agent and each Lender:



          (a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of
the Company, beginning with the Fiscal Year ended December 31, 2011, (i) a copy of the audited
consolidated and unaudited consolidating balance sheets of the Company and its consolidated
Subsidiaries, and the related audited consolidated and unaudited consolidating statements of income
or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case
in comparative form the figures for the previous Fiscal Year, reported on without a “going concern”
or like qualification or exception, or qualification arising out of the scope of the audit by a
Registered Public Accounting Firm selected by the Company and reasonably acceptable to
Administrative Agent (other than a “going concern” or like qualification or exception that is
solely as a result of the Loans maturing within the next 365 days and uncertainty about the
Borrower’s ability to refinance or renew such Loans), and (ii) to the extent that there are any
Unrestricted Subsidiaries at the end of such Fiscal Year, the unaudited consolidated and
consolidating balance sheets of the Company and the other Group Members as at the end of such
Fiscal Year and the related unaudited consolidated and consolidating statements of and unaudited
consolidating operations and cash flows of the Company and the other Group Members for such year
setting forth in each case in comparative form the figures for the previous Fiscal Year certified
by a Responsible Officer as being fairly stated in all material respects (subject to, with respect
to any financial statements delivered pursuant to clause (ii), normal year-end audit adjustments
and the absence of footnotes); and




          (b) as soon as available, but in any event within 45 days after the end of each of the first
three Fiscal Quarters of each Fiscal Year of the Company, the unaudited consolidated balance sheet
of the Company and its consolidated Subsidiaries, as of the end of such Fiscal Quarter, and the
related unaudited consolidated statements of income or operations and cash flows and, to the extent
there are any Unrestricted Subsidiaries at the end of such Fiscal Quarter, the consolidated and
consolidating balance sheet of the Company and the other Group Members and related unaudited
consolidated and consolidating statements of operations, in each case as at the end of such Fiscal
Quarter and the portion of the Fiscal Year through the end of such Fiscal
Quarter, setting forth in each case in comparative form the figures for the corresponding
Fiscal Quarter from the previous Fiscal Year and the corresponding portion of the Fiscal Year
through the end of such Fiscal Quarter from the previous Fiscal Year, certified by a Responsible
Officer as being fairly stated in all material respects (subject to normal year-end audit
adjustments and the absence of footnotes).




          (c) as soon as available but in no event later than 30 days following the end of each Fiscal
Month, the unaudited consolidated and consolidating balance sheet of the Company




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and its
consolidated Subsidiaries, and the related unaudited consolidated and consolidating statements of
income or operations, or cash flows and, to the extent there are any Unrestricted Subsidiaries at
the end of such Fiscal Month, the consolidated and consolidating balance sheet of the Company and
the other Group Members and related unaudited consolidated and consolidating statements of
operations, in each case as at the end of such month and the portion of the Fiscal Year through the
end of such month, setting forth in each case in comparative form the figures for the corresponding
Fiscal Month from the previous Fiscal Year and the corresponding portion of the previous Fiscal
Year through the end of such Fiscal Month from the previous Fiscal Year, certified by a Responsible
Officer as being fairly stated in all material respects (subject to normal year-end audit
adjustments and the absence of footnotes).




     All such financial statements shall be complete and correct in all material respects and shall
be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the
periods reflected therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein) and applicable Securities Laws.



     Section 8.3. Certificates; Other Information. Furnish to Administrative Agent who
will forward to each Lender (or, in the case of clause (g), to the relevant Lender):



          (a) concurrently with the delivery of any financial statements pursuant to Section
8.2, (i) a certificate of a Responsible Officer of Borrower Agent stating that, to the best of
such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any
Default except as specified in such certificate and (ii) in the case of quarterly or annual
financial statements, a Compliance Certificate containing information and calculations necessary
for determining compliance by the Company with the provisions of Section 9.12 to the extent
then in effect and referred to therein as of the last day of the Fiscal Quarter or Fiscal Year of
Borrowers, as the case may be, (it being understood that such certificate will set forth the
Applicable Rates, the Commitment Fee Rate and the Fixed Charge Coverage Ratio as of the last day of
such Fiscal Quarter or Fiscal Year regardless of whether any Financial Covenant Trigger Period is
in effect);




          (b) as soon as available and in any event, not later than 90 days after the beginning of each
Fiscal Year, updated Projections, together with such supporting detail as Administrative Agent may
reasonably request, which Projections shall in each case be accompanied by a certificate of a
Responsible Officer stating that such Projections are based on reasonable estimates, information
and assumptions and that such Responsible Officer has no reason to believe that such Projections
are incorrect or misleading in any material respect; it being understood that assumptions as to
future results are inherently subject to uncertainty and contingencies, many of which are beyond
Borrowers’ control, that no assurance can be given that
any Projections will be realized and that actual results during the period or periods covered
by any such Projections may differ materially from the projected results;




          (c) promptly after any reasonable request by Administrative Agent or any Lender, copies of any
detailed audit reports or management letters submitted to the board of directors (or the audit
committee of the board of directors) of the Company by independent accountants in connection with
the accounts or books of the Company or any Restricted Subsidiary, or any audit of any of them;





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          (d) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of Borrowers, and copies of all
annual, regular, periodic and special reports and registration statements which the Company may
file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto;




          (e) promptly after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or any Restricted Subsidiary thereof pursuant to the
terms of any indenture, loan or credit or similar agreement and not otherwise required to be
furnished to the Lenders pursuant to Section 8.2 or any other clause of this Section
8.3;




          (f) promptly, and in any event within five Business Days after receipt thereof by any Loan
Party or any Restricted Subsidiary thereof, copies of each notice or other correspondence received
from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any
investigation or possible investigation or other material inquiry by such agency regarding
financial or other operational results of any Loan Party or any Restricted Subsidiary thereof; and




          (g) promptly, such additional financial and other information as Administrative Agent or any
Lender may from time to time reasonably request.



Documents required to be delivered pursuant to Sections 8.2(a), 8.2(b) and
8.3(d) (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s
website on the Internet at the website address listed on Schedule 12.2; or (ii) on which
such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to
which each Lender and Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by Administrative Agent); provided that the Company shall deliver
paper copies of such documents to Administrative Agent or any Lender that requests the Company to
deliver such paper copies until a written request to cease delivering paper copies is given by
Administrative Agent or such Lender. Except for such Compliance Certificates, Administrative Agent
shall have no obligation to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by Borrowers with any
such request for delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.



Each Borrower hereby acknowledges that (a) Administrative Agent will make available to the Lenders,
the Swingline Lender and the Issuing Banks materials and/or information provided by or on behalf of
each Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to Borrowers or their respective securities) (each, a
“Public Lender”). Each Borrower hereby agrees that so long as any Loan Party is the issuer
of any outstanding debt or equity securities that are registered or issued pursuant to a private



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offering or is actively contemplating issuing any such securities (w) all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized
Administrative Agent, the Swingline Lender, the Issuing Banks and the Lenders to treat such
Borrower Materials as not containing any material non-public information with respect to its
securities for purposes of United States federal and state Securities Laws (provided,
however, that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Investor;” and
(z) Administrative Agent shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Investor.” Notwithstanding the foregoing, Borrowers shall be under no obligation to mark any
Borrower Materials “PUBLIC.”




     Section 8.4. Payment of Obligations. Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all (a) Tax liabilities, assessments
and governmental charges or levies upon it or its Properties or assets, unless the same are being
Properly Contested and (b) lawful claims which, if unpaid, would by law become a Lien upon its
Property, unless the same are being Properly Contested or if such Lien is permitted under Section
9.2.



     Section 8.5. Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep
in full force and effect the legal existence and good standing in the state of formation and (ii)
take all reasonable action to maintain all rights, privileges, permits, licenses and franchises
necessary or desirable in the normal conduct of the business of each Group Member, except, in each
case, as otherwise permitted by Section 9.3 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; (b) comply with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect and (c) preserve or renew all of the registered patents, trademarks, trade
names and service marks of each Group Member, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.



     Section 8.6. Maintenance of Property; Insurance.



          (a) (i) Subject to transactions permitted by Section 9.3 and Section 9.10, do
or cause to be done all things reasonably necessary to maintain, preserve and keep in good repair,
working order and efficiency (ordinary wear and tear excepted) all of the property used by or
useful to each Group Member, including without limitation, all equipment, machinery and
facilities, (ii) make all the necessary repairs, renewals and replacements, except to the extent
the failure to do so could not reasonably be expected to have a Material Adverse Effect and (iii)
use the standard of care typical in the industry in the operation and maintenance of all facilities
of the Group Members.




          (b) Maintain with financially sound and reputable insurance companies, not Affiliates of
Borrowers, insurance with respect to properties and business of Borrowers and the


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other Group
Members in amounts and against at least such risks (but including in any event general liability)
as are usually insured against in the same general area by companies engaged in the same or a
similar business (and in any case no less comprehensive in scope than that maintained by Borrowers
and the other Group Members as of the Closing Date) and providing for 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.




     Section 8.7. Inspection of Property; Books and Records; Discussions. (a) Keep proper
books of records and account in which full, true and correct entries in conformity with GAAP and
all Requirements of Law shall be made of all financial dealings and transactions in relation to its
business and activities and (b) permit representatives and independent contractors of
Administrative Agent and each Lender (coordinated through and together with Administrative Agent),
upon prior reasonable notice so long as no Default shall then have occurred and be continuing, to
concurrently visit and inspect any of its properties and examine and make abstracts from any of its
corporate, financial and operating books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, affairs, accounts, properties and
financial and other condition of the Group Members with officers and employees of the Group Members
and with their Registered Public Accounting Firm. Administrative Agent through any of its
officers, employees, or agents shall have the right, from time to time hereafter to conduct a field
exam and any other inspection permitted under this Section 8.7 of the Receivables and the
Inventory in order to verify Borrowers’ financial condition or the amount, quality, value,
condition of, or any other matter relating to, the Receivables and the Inventory; provided
that (i) so long as (A) Liquidity is greater than 50% of the lesser of the Total Revolving
Commitments and the Borrowing Base, such field exams and inspections shall be at the expense of
Borrowers no more frequently than once per year and (B) Liquidity is greater than 20% but less than
50% of the lesser of the Total Revolving Commitment and the Borrowing Base, one additional field
exam and one additional inspection per year at the expense of Borrowers, (ii) Administrative Agent
and Lenders may conduct inspections and field exams at their own expense at any time and (iii) any
field exam or inspection conducted at any time a Default exists shall be at the Borrowers’ expense.
Syndication Agent and each Specified Agent-Related Person shall be given the opportunity to
participate in such field exams and other inspections together with Administrative Agent.



     Section 8.8. Notices. Promptly, but in any event within five (5) Business Days of the
date on which any Responsible Officer of the Company or any Restricted Subsidiary obtains knowledge
thereof, give notice to Administrative Agent and each Lender of:



          (a) the occurrence of any Default;




          (b) any (i) default or event of default under any Contractual Obligation of any Group Member
or (ii) dispute, litigation, investigation or proceeding that may exist at any time between any
Group Member and any Governmental Authority, that in either case, if not cured or if adversely
determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;




          (c) the commencement of, or any material development in, any litigation or proceeding
(including pursuant to any applicable Environmental Laws) affecting any Group





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Member (i) which could reasonably be expected to have a Material Adverse Effect or (ii)
which relates to any Loan Document;




          (d) the occurrence of any ERISA Event or other event with respect to a Plan that, alone or
together with any other ERISA Event or other event that has occurred, could reasonably be expected
to result in a liability of the Borrowers in an aggregate amount exceeding $1,000,000 or the
imposition of a Lien, setting forth details as to such event and the action, if any, that the
Borrowers propose to take with respect thereto and, when known, any action taken or threatened by
any Governmental Authority, including but not limited to the Internal Revenue Service, Department
of Labor or the PBGC, with respect thereto, and (y) upon request by Administrative Agent, copies of
(i) any annual report (Form 5500 Series) filed by any Borrower or any of its ERISA Affiliates with
the Employee Benefits Security Administration with respect to each Plan; (ii) the most recent
actuarial valuation report for each Pension Plan or Multiemployer Plan and each annual report for
any Multiemployer Plan; (iii) all notices received by any Borrower or any of its ERISA Affiliates
from a Multiemployer Plan sponsor or any Governmental Authority concerning an ERISA Event; and (iv)
such other information, documents or governmental reports or filings relating to any Plan as
Administrative Agent shall reasonably request;




          (e) any development or event that has had or could reasonably be expected to have a Material
Adverse Effect; and




          (f) any material change in accounting policies or financial reporting practices by any Group
Member.



Each notice pursuant to this Section 8.8 shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein and, if applicable,
stating what action the Company, Borrowers or the relevant Group Member has taken or proposes to
take with respect thereto. Each notice pursuant to Section 8.8(a) shall describe with
particularity all provisions of this Agreement and any other Loan Document that have been breached.




     Section 8.9. Environmental Laws.



          (a) Comply in all material respects with all applicable Environmental Laws, obtain and comply
in all material respects with and maintain any required Environmental Permits, and comply in all
material respects with all Contractual Obligations and agreements with respect to environmental
remediation or other environmental matters.




          (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and comply in all material respects
with all Environmental Orders and directives of all Governmental Authorities regarding
Environmental Laws.




          (c) Promptly furnish to Administrative Agent any material written notice of violation, order,
claims, citations, complaints, penalty assessments, suits or other proceedings or threatened
proceedings received by any Group Member from any Governmental Authority with
respect to any alleged violation of or non-compliance in any material respect with any



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Environmental Laws or any Environmental Permits in connection with its ownership or use of its
properties or the operation of its business.




          (d) Promptly furnish to Administrative Agent all requests for information, notices of claim,
demand letters, and other notifications, received by any Group Member in connection with its
ownership or use of its properties or the conduct of its business, relating to potential
responsibility which, if adversely determined could reasonably result in fines or Environmental
Liabilities or Cost that exceed $10,000,000.




     Section 8.10. Use of Proceeds. The proceeds of the Loans will be used only to (a)
repay amounts outstanding under the Existing Credit Agreements on the Closing Date, including any
premiums, fees or expenses incurred in connection therewith, (b) pay the out-of-pocket fees,
expenses and costs of the Transactions, and (c) for Borrowers’ working capital, capital
expenditures and for general corporate purposes. In no event shall the funds from any Loan or any
Letter of Credit be used directly or indirectly by any Person for personal, family, household or
agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing,
acquiring or carrying any “margin stock” (as such term is defined in Regulation U promulgated by
the Board) or to extend credit to others directly or indirectly for the purpose of purchasing or
carrying any such margin stock in violation of the Investment Company Act. No Group Member, or any
bank acting on its behalf, has taken or will take any action which might cause this Agreement or
any other Loan Documents to violate Regulation T, U, or X or any other regulation of the Board or
to violate the Exchange Act.



     Section 8.11. Additional Subsidiary Guarantors. Notify Administrative Agent at the
time that any Person becomes a Restricted Subsidiary, and promptly thereafter (and in any event
within thirty (30) days), cause such Person to, unless designated an Unrestricted Subsidiary, (a)
become a Subsidiary Guarantor by executing and delivering to Administrative Agent a counterpart of
the Guarantee and Collateral Agreement or such other document as Administrative Agent shall
reasonably deem appropriate for such purpose, and (b) upon the request of Administrative Agent,
deliver to Administrative Agent documents of the types referred to in clauses (f) and (g) of
Section 7.1 and favorable opinions of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the documentation
referred to in clause (a)), all in form, content and scope reasonably satisfactory to
Administrative Agent.



     Section 8.12. Borrowing Base Verification. Any of Administrative Agent’s officers,
employees or agents shall have the right, not more than two (2) times in any calendar year during
normal business hours (or at any time during normal business hours when an Event of Default shall
have occurred and be continuing), in the name of Administrative Agent, any designee of
Administrative Agent or any Borrower, to verify the validity, amount or any other matter relating
to Receivables, or Petroleum Inventory by mail, telephone, electronic communication, personal
inspection or otherwise. The Company shall take reasonable steps necessary to cooperate with
Administrative Agent in an effort to facilitate and promptly conclude any such verification
process. For the avoidance of doubt, any rights granted under this Section 8.12 to any of
Administrative Agent’s officers, employees or agents, shall be in addition to, and in supplement
of, any rights granted pursuant to Section 8.7.


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     Section 8.13. Further Assurances. From time to time, execute and deliver, or cause
to be executed and delivered, such additional instruments, legal opinions, certificates or
documents, all in form and substance reasonably satisfactory to Administrative Agent, and take all
such actions as may be reasonably requested hereunder or as Administrative Agent may reasonably
request for the purposes of implementing or effectuating the provisions of this Agreement and the
other Loan Documents, or of more fully perfecting or renewing the rights of Administrative Agent
and the Lenders with respect to the Collateral (or with respect to any additions thereto or
replacements or proceeds thereof or with respect to any other property or assets hereafter
acquired by any Borrower or any Loan Party which is required to be part of the Collateral) pursuant
hereto or thereto. Upon the exercise by Administrative Agent or any Lender of any power, right,
privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any
consent, approval, recording qualification or authorization of any Governmental Authority,
Borrowers will execute and deliver, or will cause the execution and delivery of, all applications,
certifications, instruments and other documents and papers that Administrative Agent or such
Lenders may be required to obtain from any Borrower or any of their respective Restricted
Subsidiaries for such governmental consent, approval, recording, qualification or authorization.



     Section 8.14. Designation and Conversion of Unrestricted Subsidiaries.



          (a) Unless designated as an Unrestricted Subsidiary as of the date hereof on Schedule 8.14
or thereafter in compliance with Sections 8.14(b) or 8.14(e), any Person that
is or becomes a Subsidiary of any Borrower (other than a Subsidiary of an Unrestricted Subsidiary
created after the Closing Date, which is automatically deemed an Unrestricted Subsidiary unless
prohibited by the definition thereof) shall be classified as a Restricted Subsidiary.




          (b) Borrowers may designate by written notification thereof to Administrative Agent, any
Subsidiary of the Company (other than a Borrower), including a newly formed or newly acquired
Subsidiary, as an Unrestricted Subsidiary if (i) immediately before and immediately after giving
pro forma effect to such designation, no Default shall have occurred and be continuing, (ii)
immediately after giving effect to such designation, Borrowers shall be in pro forma compliance
with Section 9.12 (regardless of whether a Financial Covenant Trigger Period is then in
effect), (iii) such Unrestricted Subsidiary will be in compliance with Section 8.14(d),
and (iv) the Company shall have delivered to Administrative Agent, prior to or together with the
making of such designation, a certificate of a Responsible Officer confirming compliance with the
provisions of this Section.




          (c) Borrowers may designate an Unrestricted Subsidiary to no longer be an Unrestricted
Subsidiary (in order to designate it to be a Group Member) if after giving effect to such
designation, (i) the representations and warranties of the Group Members contained in each of the
Loan Documents are true and correct on and as of such date as if made on and as of the date of such
designation (or, if stated to have been made expressly as of an earlier date, were true and correct
as of such date), (ii) no Default exists or after giving effect to such designation would exist and
(iii) Borrowers comply with the requirements of Section 8.11.




          (d) No Unrestricted Subsidiary will be the owner or holder of Indebtedness or Equity Interests
of any Group Member nor be the beneficiary of any Lien on any Property of any



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Group Member, and no Group Member shall have any outstanding Guarantee Obligations in respect
of obligations of an Unrestricted Subsidiary other than Bank Product Obligations arising from Cash
Management Services and any Indemnification Agreement.




          (e) Borrowers may designate a Restricted Subsidiary as an Unrestricted Subsidiary if the
Restricted Subsidiary is an Immaterial Subsidiary and the conditions with respect to designating a
Subsidiary as an Unrestricted Subsidiary in Section 8.14(b) have been satisfied.




     Section 8.15. Maintenance of Dominion Account. Borrowers shall maintain Dominion
Accounts pursuant to lockbox or other arrangements reasonably acceptable to Administrative Agent.
Borrowers shall obtain an agreement (in form and substance reasonably satisfactory to
Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing
Administrative Agent’s control over and Lien in the lockbox or Dominion Account, which may be
exercised by Administrative Agent during any Dominion Trigger Period, requiring immediate deposit
of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such
servicer or bank, except for customary administrative charges. If a Dominion Account is not
maintained with Administrative Agent, Administrative Agent may, during any Dominion Trigger Period,
require immediate transfer of all funds in such account to a Dominion Account maintained with
Administrative Agent. Administrative Agent and Lenders assume no responsibility to Borrowers for
any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or
release with respect to any Payment Items accepted by any bank. During any Dominion Trigger
Period, Borrowers shall request in writing and otherwise take all necessary steps to ensure that
all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion
Account (or a lockbox relating to a Dominion Account). If any Loan Party receives cash or Payment
Items with respect to any Collateral during any Dominion Trigger Period, it shall hold same in
trust for Administrative Agent and promptly (not later than the next Business Day) deposit same
into a Dominion Account.



     Section 8.16. Post-Closing Undertakings. Within the time periods specified on
Schedule 8.16, Borrowers shall deliver, or cause to be delivered, such items and complete,
or cause to be completed, the undertakings set forth on Schedule 8.16.



ARTICLE 9.

NEGATIVE COVENANTS




     Each Borrower hereby jointly and severally agrees that, until Payment in Full of all of the
Obligations and termination of the Revolving Commitments, no Borrower shall, nor shall it permit
any Restricted Subsidiary to, directly or indirectly:



     Section 9.1. Indebtedness. Create, issue, incur, assume, become liable in respect of
or suffer to exist any Indebtedness, except:



          (a) Indebtedness of any Loan Party pursuant to any Loan Document and any other Secured
Obligations;




          (b) Indebtedness (i) of any Loan Party to any other Loan Party, (ii) of any Group Member
(other than any Loan Party) to any Group Member (other than any Loan Party),



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and (iii) subject to Section 9.6, of any Group Member (other than any Loan Party) to
any Loan Party;




          (c) Guarantee Obligations incurred in the Ordinary Course of Business by any Loan Party of
Indebtedness (i) of any other Loan Party to the extent such Indebtedness is otherwise permitted
hereunder or (ii) subject to Section 9.6, of any Group Member to the extent such Indebtedness is
otherwise permitted hereunder;




          (d) Indebtedness outstanding on the Closing Date and listed on Schedule 9.1(d) and any
refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of
such Indebtedness to be refinanced, refunded, renewed or extended is not increased at the time of
such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium
or other reasonable amount paid, and fees, unpaid interest and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing commitments unutilized
thereunder, (ii) no Subsidiary becomes an obligor on such Indebtedness unless such Subsidiary is
(or concurrently with any such Subsidiary becoming an obligor on such Indebtedness) a Subsidiary
Guarantor and (iii) any such refinancing, refunding, renewal or extension of Indebtedness that is
subordinated to the Obligations shall continue to be subordinated to the Secured Obligations on
terms no less favorable to the Lenders than the terms of such Indebtedness to be refinanced,
refunded, renewed or extended;




          (e) Indebtedness (including, without limitation, Capital Lease Obligations, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets) secured by Liens permitted
by Section 9.2(g) in an aggregate outstanding principal amount not to exceed $50,000,000 at
any time;




          (f) obligations (contingent or otherwise) of any Group Member existing or arising under any
Hedge Agreement, provided that (i) such obligations are (or were) entered into by such
Person in the Ordinary Course of Business, including for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view;” (ii) such Hedge Agreement is permitted under
the risk management policies approved by such Borrower’s board of directors from time to time; and
(iii) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from
its obligation to make payments on outstanding transactions to the defaulting party;




          (g) Indebtedness of any Person existing at the time such Person is acquired or merged into or
consolidated with any Loan Party to the extent such Acquisition is a Permitted Acquisition and any
refinancings, refundings, renewals or extensions thereof; provided that (i) any Liens in
respect of such Indebtedness are otherwise permitted under Section 9.2(j), (ii) such
Indebtedness is not incurred in anticipation or contemplation of such acquisition, merger or
consolidation, (iii) no Subsidiary becomes an obligor on such Indebtedness unless such Subsidiary
is (or concurrently with any such Subsidiary becoming an obligor on such Indebtedness) a Subsidiary
Guarantor, (iv) with respect to any refinancings, refundings, renewals or extensions, the amount of
such Indebtedness to be refinanced, refunded, renewed or extended is not increased at the time of
such refinancing, refunding, renewal or extension except by an



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amount equal to a reasonable premium or other reasonable amount paid, and fees, unpaid
interest and expenses reasonably incurred, in connection with such refinancing and by an amount
equal to any existing commitments unutilized thereunder and (v) the aggregate outstanding principal
amount of such Indebtedness does not exceed $25,000,000 at any time;




          (h) Indebtedness in respect of any tax exempt bonds or notes, economic or industrial
development financing, tax beneficial or other municipal, county or state sponsored financing, or
similar government sponsored financing; provided that (i) the proceeds of such Indebtedness
shall be used to make or refinance Acquisitions and/or for capital expenditures, in each case made
after the Closing Date, (ii) such Indebtedness shall be secured by the assets acquired, replaced or
constructed in connection with the incurrence of such Indebtedness by any Loan Party for such
Acquisition or capital expenditure (provided that such Indebtedness shall not be secured by
any Collateral or any Equity Interests of any Group Member), (iii) Borrowers shall deliver to
Administrative Agent a reasonably detailed description of items to be financed with the proceeds of
such Indebtedness, and (iv) no Default shall have occurred or be continuing at the time of the
incurrence of such Indebtedness;




          (i) Permitted Unsecured Indebtedness;




          (j) unsecured Indebtedness owed to Holly Energy Partners;




          (k) Indebtedness secured solely by debt instruments or Equity Interests issued by one or more
MLP Parties;




          (l) Indebtedness and other obligations (contingent or otherwise) of Borrowers or any Group
Member arising under any Indemnification Agreements executed and delivered in connection with a
Disposition permitted under Section 9.10(g) in an aggregate outstanding amount not to
exceed $200,000,000 at any time;




          (m) Indebtedness with respect to the BNP Transactions or similar transactions with respect to
obligations to purchase crude oil or petroleum products; provided such Indebtedness is not secured
by the Collateral or any Equity Interests of any Group Member; and




          (n) Indebtedness of Borrowers or any other Group Member in an aggregate outstanding principal
amount (collectively for all of the Group Members) not to exceed $50,000,000 at any time.




          Section 9.2. Liens. Create, incur, assume or suffer to exist any Lien upon any of
its property, whether now owned or hereafter acquired, except for:




          (a) Liens for taxes not yet due or that are being Properly Contested;




          (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the Ordinary Course of Business that are not overdue for a period of more than thirty
(30) days or that are being Properly Contested;



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          (c) pledges or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA;




          (d) deposits to secure the performance of bids, trade contracts (other than for Borrowed
Money), leases, statutory obligations, surety bonds (other than bonds related to judgments or
litigation), appeal bonds, performance bonds and other obligations of a like nature incurred in the
Ordinary Course of Business;




          (e) easements, rights-of-way, restrictions and other similar encumbrances affecting real
property incurred in the Ordinary Course of Business that, in the aggregate, are not substantial in
amount and that do not in any case materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of any Borrower or any
other Group Member;




          (f) Liens in existence on the Closing Date listed on Schedule 9.2(f), securing
Indebtedness permitted by Section 9.1(d), provided that no such Lien is spread to
cover any additional property after the Closing Date and any renewal or extension of the amount of
Indebtedness secured thereby is permitted by Section 9.1(d);




          (g) Liens securing Indebtedness of any Borrower or any other Group Member incurred pursuant to
Section 9.1(e), provided that (i) such Liens shall be created substantially
simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any
time encumber any property other than the property financed by such Indebtedness, (iii) the amount
of Indebtedness secured thereby is not increased, and (iv) the Indebtedness secured thereby does
not exceed the cost or fair market value, whichever is lower, of the property being acquired on the
date of acquisition;




          (h) Liens created pursuant to the Security Documents to secure the Secured Obligations;




          (i) any interest or title of a lessor under any lease entered into by any Borrower or any
other Group Member in the Ordinary Course of Business and covering only the assets so leased;




          (j) Liens on property of a Person existing at the time such Person is acquired or merged into
or consolidated with any Loan Party to the extent such Acquisition is a Permitted Acquisition;
provided that such Liens (i) are not created in anticipation or contemplation of such Acquisition,
(ii) do not extend to property not subject to such Liens at the time of such Acquisition, (iii) are
not more favorable to the applicable lienholders than their existing Liens and (iv) secure
Indebtedness permitted under Section 9.1(g);




          (k) Liens of producers arising in the Ordinary Course of Business under the New Mexico Oil and
Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 (or
the equivalent thereof) of the UCC in effect in the States of Texas, Kansas, Montana, North Dakota,
Utah and Wyoming or any other applicable jurisdiction;



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          (l) Liens on cash and Cash Equivalents securing Hedge Agreements; provided that the aggregate
amount of cash and Cash Equivalents subject to such Liens may at no time exceed $50,000,000;




          (m) Liens to secure Indebtedness permitted under Section 9.1(h) and Section
9.1(m);




          (n) other Liens securing obligations in an aggregate amount not to exceed $25,000,000;
provided none of the Collateral nor any Equity Interests of any Group Member are subject to such
Liens; and




          (o) Liens on any debt instruments or Equity Interests issued by one or more MLP Parties;



provided that in no event shall any Borrower permit, or permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon (x) any Equity
Interests in a Borrower or any Restricted Subsidiary, (y) any debt instrument (other than debt
instruments issued by any MLP Party) or (z) any general intangible not otherwise subject to a Lien
in favor of Administrative Agent, in each case of clauses (x), (y) and (z), owned by such Borrower
or Restricted Subsidiary or in which such Borrower or Restricted Subsidiary has an interest.




     Section 9.3. Fundamental Changes. Except as otherwise permitted by Section
9.10, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), nor permit the Group Members taken as a whole,
or any Borrower, individually, to Dispose of, all or substantially all of their or its respective
property or business, except that:



          (a) any Subsidiary Guarantor may be merged or consolidated with or into any other Subsidiary
Guarantor;




          (b) any Restricted Subsidiary may be merged or consolidated with or into any Borrower
(provided that a Borrower shall be the continuing or surviving entity); and




          (c) any Restricted Subsidiary may be merged or consolidated with or into any other Restricted
Subsidiary (provided that if one of such Restricted Subsidiaries is a Subsidiary Guarantor
or Borrower, then such Subsidiary Guarantor or Borrower, as applicable, shall be the continuing and
surviving entity unless one of such Borrowers is the Company in which event the Company shall be
the continuing and surviving entity);



provided that, in each case of clauses (a), (b) and (c) above, the Required Conditions must be
satisfied before and after giving effect to any such merger or consolidation.




     Section 9.4. Changes in Fiscal Periods. Permit the Fiscal Year of the Company to end
on a day other than December 31 or change the Company’s method of determining Fiscal Quarters.



     Section 9.5. Restricted Payments. Declare or pay any dividend (other than dividends
payable solely in common stock of the Person making such dividend) or other distribution on, or


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make any payment on account of, or set apart assets for a sinking or other analogous fund for,
the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of
any Group Member, whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash, securities or property or in obligations
of any Borrower or any Subsidiary Guarantor (collectively, “Restricted Payments”), except
that:




          (a) any Restricted Subsidiary may make Restricted Payments to the owner of its Equity
Interests (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to
the owners of the Equity Interests of such Restricted Subsidiary on a pro rata basis based on their
relative ownership interests); and




          (b) Borrowers and each Restricted Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity Interests of such Person;




          (c) the Company may purchase, redeem or otherwise acquire shares of its Equity Interests with
proceeds received from the substantially concurrent issue of new shares of its common Equity
Interests, including without limitation cashless withholdings or receipt of Equity Interests of the
Company to pay Taxes incurred upon the vesting of restricted Equity Interests of the Company;




          (d) each Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire
shares of its common stock or other common Equity Interests or warrants or options to acquire any
such shares with the proceeds received from the substantially concurrent issue of new shares of its
common stock or other common equity interests; and




          (e) so long as the Required Conditions at the time such Restricted Payment is made (determined
on a pro forma basis as if such Restricted Payments or dividends were paid in cash on the date
declared or made, as applicable) are satisfied, Borrowers may make any Restricted Payments.




          Section 9.6. Investments. Make any Investments or Acquisitions, except:




          (a) Investments held by any Borrower or such Restricted Subsidiary in the form of Cash
Equivalents;




          (b) advances to officers, directors and employees of any Borrower and its Subsidiaries in an
aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;




          (c) Investments of any Borrower in any Subsidiary Guarantor (other than Joint Venture
Investments) and Investments of any Subsidiary Guarantor in any Borrower or in another Subsidiary
Guarantor (other than Joint Venture Investments);




          (d) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the Ordinary Course of Business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
Account Debtors to the extent reasonably necessary in order to prevent or limit loss;



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          (e) Investments (including Joint Venture Investments) outstanding on the Closing Date and
identified on Schedule 9.6;




          (f) so long as no Default exists immediately prior to or after giving effect to such
Investment, Investments in any MLP Party in the form of debt instruments or Equity Interests issued
by such MLP Party as consideration for the contribution, assignment or transfer of logistics
assets of any Borrower or Restricted Subsidiary to such MLP Party; provided that the
consideration received is not less than the fair market value of the logistics assets contributed,
assigned or transferred by such Borrower or Restricted Subsidiary;




          (g) Investments in UNEV Pipeline at any time after the Closing Date and on or before the first
anniversary of the Closing Date in an aggregate amount not to exceed $100,000,000 to the extent
necessary to complete construction of the UNEV Pipeline;




          (h) so long as no Default exists immediately prior to or after giving effect to such
Investment, other Joint Venture Investments in an aggregate amount not to exceed $40,000,000;




          (i) Guarantees permitted by Section 9.1;




          (j) Investments (other than Joint Venture Investments) consisting of Permitted Acquisitions;




          (k) Investments in HEP LP (i) to maintain a 2% general partnership interest in Holly Energy
Partners and (ii) so long as both before and after giving effect to such Investment, the Required
Conditions are satisfied, consisting of the purchase of additional limited partnership interests in
Holly Energy Partners or to provide funding to one or more MLP Parties for acquisitions of master
limited partnership qualifying assets or capital expenditures or other general partnership
purposes;




          (l) Investments consisting of Indebtedness permitted under Section 9.1(f).




          (m) so long as no Default exists immediately prior to or after giving effect to such
Investment, other Investments (other than Joint Venture Investments) in an aggregate amount not to
exceed $50,000,000; and




          (n) other Investments and other Acquisitions that are Permitted Acquisitions, so long as both
before and after giving effect to such Investments and Acquisitions, the Required Conditions are
satisfied.




     Section 9.7. Optional Payments and Modifications of Certain Debt Instruments. (a)
Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under
any Existing Senior Notes or Permitted Unsecured Indebtedness unless the Required Conditions are
satisfied at the time such payment is made; or (b) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any of the terms of
Indebtedness under the Existing Senior Notes or Permitted Unsecured Indebtedness (other than any
such amendment, modification, waiver or other change


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that (i) would extend the maturity or reduce the amount of any payment of principal
thereof or reduce the rate or extend any date for payment of interest thereon), (ii) does not
involve the payment of a consent fee) or (iii) adds a Subsidiary as a guarantor to the extent such
Subsidiary is a Subsidiary Guarantor or becomes a Subsidiary Guarantor pursuant to Section
8.11.



     Section 9.8. Transactions with Affiliates. Except as set forth on Schedule
9.8, enter into any transaction of any kind, including any purchase, sale, lease or exchange of
property, the rendering of any service or the payment of any management, advisory or similar fees,
with any Affiliate (other than transactions among Loan Parties) unless such transaction (i) is (a)
otherwise permitted under this Agreement, (b) in the Ordinary Course of Business of the relevant
Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group
Member, than it would obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate, or (ii) consists of Investments in Unrestricted Subsidiaries permitted by Section
9.6.



     Section 9.9. Burdensome Agreements. Enter into any Contractual Obligation (other
than this Agreement, any other Loan Document, the Existing Senior Notes and any Permitted Unsecured
Indebtedness, including any Permitted Unsecured Indebtedness that is a refinancing of any Existing
Senior Notes) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted
Payments to Borrowers or any Guarantor or to otherwise transfer property to Borrowers or any
Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of Borrowers or (iii) of
Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (iii) shall not
prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted
under Section 9.1(e), Section 9.1(g) and Section 9.1(k) solely to the
extent any such negative pledge relates to the property financed by or the subject of such
Indebtedness or Section 9.1(i) (provided that any such negative pledge shall not
restrict or prohibit any of the Liens pursuant to the Loan Documents or any other similar senior
secured credit facility); or (b) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person.



     Section 9.10. Dispositions. Make any Disposition or enter into any agreement to make
any Disposition, except:



          (a) Dispositions of obsolete or other property that is no longer materially beneficial in its
business, whether now owned or hereafter acquired, in the Ordinary Course of Business;




          (b) Dispositions of (i) inventory and cash and Cash Equivalents in the Ordinary Course of
Business and (ii) Receivables in the Ordinary Course of Business in connection with the collection
or compromise thereof;




          (c) Dispositions of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of other property used in the Ordinary Course of
Business, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase
price of such other property or (iii) such property is no longer materially beneficial in its
business;






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          (d) Dispositions of property by any Restricted Subsidiary to any Borrower or by any Loan Party
to any other Loan Party;




          (e) Dispositions consisting of Investments permitted by Section 9.6(a), (d),
(e), (h) or (m);




          (f) Dispositions permitted by Section 9.3;




          (g) Dispositions of logistics assets and other master limited partnership qualifying assets
(which shall not include, in any event, any Collateral) by a Borrower or any Restricted Subsidiary
to any Person; provided that at the time of such Disposition, no Default shall exist or
would result from such Disposition;




          (h) So long as no Default exists immediately before or shall exist immediately after giving
effect to such Disposition, Dispositions by a Borrower or any Restricted Subsidiary of assets in a
Sale and Leaseback Transaction if and to the extent that the corresponding lease obligation is
permitted under Section 9.1(e);




          (i) Dispositions by a Borrower of any of its Investments pursuant to Section 9.6(f) or
(k); provided that (i) at least 75% of the consideration received for such
Disposition is in the form of cash or Cash Equivalents, (ii) after giving effect to any such
Disposition, (A) no Default shall have occurred and be continuing and (B) Borrowers shall be in
compliance on a pro forma basis with the covenant set forth in Section 9.12 (regardless of
whether a Financial Covenant Trigger Period is then in effect) as of the last day of the applicable
period covered by the most recently delivered Compliance Certificate;




          (j) (i) the Disposition by a Borrower of Equity Interests of UNEV Pipeline or any other
Investment in UNEV Pipeline and/or (ii) the Disposition by a Borrower of Holly UNEV and/or the
Equity Interests in any Person that directly or indirectly owns any Equity Interests in UNEV
Pipeline, so long as such Equity Interests in UNEV Pipeline are the sole and only asset of such
Person; provided that (1) at least 75% of the consideration received for such Disposition
is in the form of cash or Cash Equivalent, (2) immediately before and immediately after giving
effect to any such Disposition, no Default shall exist and (3) Borrowers shall be in compliance on
a pro forma basis, after giving effect to such Disposition, with all covenants set forth in
Section 9.12 (regardless of whether a Financial Covenant Trigger Period is then in effect)
as of the last day of the applicable period covered by the most recently delivered Compliance
Certificate;




          (k) other Dispositions (excluding Dispositions of Inventory and Receivables), so long as both
before and after giving effect to such Disposition, the Required Conditions are satisfied; and




          (l) in addition to the foregoing, so long as no Default exists immediately prior to or after
giving effect to such Disposition, sales of other assets for consideration not to exceed
$40,000,000 in the aggregate in any Fiscal Year;






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provided, however, that any Disposition pursuant to clauses (a) through (l) shall be for at least
fair market value and except as otherwise specifically provided in such clauses, not less than 75%
of the consideration received for such Disposition is cash or Cash Equivalents.




     Section 9.11. Lines of Business. Engage in any material line of business
substantially different from those lines of business conducted by Borrowers and their Restricted
Subsidiaries on the Closing Date or any business substantially related or incidental thereto.



     Section 9.12. Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio,
to be less than 1.00 to 1.00; as of the last day of any Fiscal Quarter ending during and
immediately before any Financial Covenant Trigger Period.



ARTICLE 10.

EVENTS OF DEFAULT




     If any of the following events shall occur and be continuing:



          (a) Borrowers shall fail to pay (i) any principal of any Loan or LC Obligation when due in
accordance with the terms hereof, (ii) any interest on any Loan or LC Obligation in accordance with
the terms hereof or (iii) any other amount payable hereunder or under any other Loan Document
within five (5) days after any such amount becomes due in accordance with the terms hereof; or




          (b) any representation or warranty made or deemed made by any Loan Party herein or in any
other Loan Document or that is contained in any certificate, document or financial or other
statement furnished by it at any time under or in connection with this Agreement or any such other
Loan Document shall prove to have been inaccurate in any material respect on or as of the date made
or deemed made; or




          (c) any Loan Party shall default in the observance or performance of any agreement contained
in clause (i) or (ii) of Section 8.5(a) (with respect to any Loan Party),
Sections 8.1 (other than Section 8.1(e)), 8.2, 8.3(a),
8.3(b), 8.8(a), 8.11, 8.15, 8.16 or Article 9 of
this Agreement; or




          (d) any Loan Party shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a)
through (c) of this Section), and such default shall continue unremedied for a period of thirty
(30) days after the earlier to occur of (i) notice thereof furnished to Borrowers by Administrative
Agent and (ii) the date any Responsible Officer of a Loan Party has knowledge of the occurrence of
the acts or omissions that constitute such failure; or




          (e) (i) any Group Member (A) defaults in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Loans) beyond the period of
grace, if any, provided in the instrument or agreement under which such Indebtedness was created;
or (B) defaults in making any payment of any interest on any such Indebtedness (other than
Indebtedness hereunder and Indebtedness under Hedge Agreements) beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was created; or (C) defaults
in the observance or performance of any other





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agreement or condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or to permit the holder
or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary)
to cause, with the giving of notice if required, such Indebtedness to become due prior to its
stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or
(in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; in
each case, with respect to any Indebtedness or Guarantee Obligation (other than Indebtedness
hereunder and Indebtedness under Hedge Agreements) having an aggregate principal amount for all
such Indebtedness and Guarantee Obligations (including amounts owing to all creditors under any
combined or syndicated credit arrangement) equal to or greater than $40,000,000 or (ii) there
occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement)
resulting from (A) any event of default under such Hedge Agreement as to which any Borrower or any
Restricted Subsidiary is the Defaulting Party (as defined in such Hedge Agreement) or (B) any
Termination Event (as defined in such Hedge Agreement) under such Hedge Agreement as to which any
Borrower or any Restricted Subsidiary is an Affected Party (as defined in such Hedge Agreement);
provided, that a default, event or condition described in clause (i) or (ii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or
more defaults, events or conditions of the type described in clauses (i) and (ii) of this paragraph
(e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal
amount, or Hedge Agreements, the Hedge Termination Value, as applicable, of which exceeds in the
aggregate $40,000,000; or




          (f) (i) any Group Member shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with
respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or
any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against any Group Member any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60
days; or (iii) there shall be commenced against any Group Member any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or similar process against
all or any substantial part of its assets that results in the entry of an order for any such relief
that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due; or




          (g) an ERISA Event or other event with respect to a Plan shall occur that, alone or together
with any other ERISA Event or other event that has occurred, could, in the sole judgment of the
Majority Lenders, reasonably be expected to have a Material Adverse Effect; or






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          (h) one or more judgments or decrees shall be entered against any Group Member involving in
the aggregate a liability (not paid or fully covered by insurance as to which the relevant
insurance company has acknowledged coverage) of $40,000,000 or more, and (i) enforcement
proceedings are commenced by any creditor upon one or more such judgments or decrees which have not
been stayed by reason of a pending appeal, court order or otherwise, or (ii) there is a period of
ten (10) consecutive days during which a stay of enforcement of one or more such judgments, by
reason of a pending appeal, court order or otherwise, is not in effect; or




          (i) any of the Security Documents shall cease, for any reason, to be in full force and effect,
or any Loan Party or any Affiliate of any Loan Party shall so assert, or at any time, any Lien
created by any of the Security Documents shall cease to be enforceable and of the same effect and
priority purported to be created thereby; or




          (j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement
shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of
any Loan Party shall so assert; or




          (k) any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be
in full force and effect; or any Loan Party (or any other Person in any judicial or administrative
proceeding to the extent that any such judicial or administrative proceeding is not dismissed
within 180 days) contests in any manner the validity or enforceability of any Loan Document; or any
Loan Parties denies in writing that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or




          (l) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Permitted
Holders, shall become, or obtain rights (whether by means or warrants, options or otherwise) to
become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),
directly or indirectly, of more than 35% of the outstanding common stock of the Company; or (ii)
the board of directors of the Company shall cease to consist of a majority of Continuing Directors;



then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to Borrowers, automatically the Revolving Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all amounts of LC
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following actions may be taken: (i)
with the consent of the Majority Lenders, Administrative Agent may, or upon the request of the
Majority Lenders, Administrative Agent shall, by notice to Borrowers declare the Revolving
Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately
terminate; and (ii) with the consent of the Majority Lenders, Administrative Agent may, or upon the
request of the Majority Lenders, Administrative Agent shall, by notice to Borrowers, declare the
Loans hereunder (with accrued interest thereon) and all





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other amounts owing under this Agreement and the other Loan Documents (including all amounts of LC
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith, whereupon the same
shall immediately become due and payable. With respect to all Letters of Credit with respect to
which presentment for honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, Borrowers shall at such time Cash Collateralize the aggregate LC Obligations pursuant to
Section 2.10. Amounts of Cash Collateral shall be applied by Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay
other Obligations of Borrowers hereunder and under the other Loan Documents. After all such
Letters of Credit shall have expired or been fully drawn upon, all LC Obligations shall have been
satisfied and all other Obligations of Borrowers hereunder and under the other Loan Documents shall
have been paid in full, the balance, if any, of Cash Collateral shall be returned to Borrowers (or
such other Person as may be lawfully entitled thereto). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived
by each Borrower.




ARTICLE 11.

ADMINISTRATIVE AGENT




     Section 11.1. Appointment and Authority. Each of the Lenders and the Issuing Banks
hereby irrevocably appoints Union Bank to act on its behalf as Administrative Agent hereunder and
under the other Loan Documents and authorizes Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the
Issuing Banks, and except as provided in Sections 11.5 and 11.6, neither Borrowers
nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions. It is understood and agreed that the use of the term “agent” or “Agent”
herein or in any other Loan Documents (or any other similar term) with reference to Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any Applicable Law. Instead such term is used as a matter of market
custom, and is intended to create or reflect only an administrative relationship between
contracting parties.



     Section 11.2. Rights as a Lender. The Person serving as Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the
Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and
without any duty to account therefor to the Lenders.



     Section 11.3. Exculpatory Provisions.



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          (a) Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing,
Administrative Agent:





          (i) shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




          (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that Administrative Agent is required to exercise as directed
in writing by the Majority Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents); provided
that Administrative Agent shall not be required to take any action that, in its opinion or
the opinion of its counsel, may expose Administrative Agent to liability or that is contrary
to any Loan Document or Applicable Law, including for the avoidance of doubt any action that
may be in violation of the automatic stay under any Debtor Relief Law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of
any Debtor Relief Law; and




          (iii) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Borrower or any of their Affiliates that is communicated to or
obtained by the Person serving as Administrative Agent or any of its Affiliates in any
capacity.



          (b) Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Majority Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 12.1 and Article 10) or
(ii) in the absence of its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment. Administrative Agent shall be deemed
not to have knowledge of any Default unless and until notice describing such Default is given to
Administrative Agent by Borrowers, a Lender or an Issuing Bank.




          (c) Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article 7 or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to Administrative Agent.




     Section 11.4. Reliance by Administrative Agent. Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate,



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consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Swingline Lender
or an Issuing Bank, Administrative Agent may presume that such condition is satisfactory to such
Lender, the Swingline Lender or such Issuing Bank unless Administrative Agent shall have received
notice to the contrary from such Lender, the Swingline Lender or such Issuing Bank prior to the
making of such Loan or the issuance of such Letter of Credit. Administrative Agent may consult
with legal counsel (who may be counsel for Borrowers), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.




     Section 11.5. Delegation of Duties. Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by Administrative Agent. Except (i) in circumstances
in which Administrative Agent determines in good faith that such appointment is advisable to comply
with Applicable Law or to avoid a disadvantageous economic, legal or regulatory consequence or (ii)
when a Default shall have occurred and be continuing, any such sub-agent shall be approved by
Borrowers, such approval to not be unreasonably withheld, conditioned or delayed. Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory provisions of this
Article 11 shall apply to any such sub-agent and to the Related Parties of Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.



     Section 11.6. Resignation of Administrative Agent. Administrative Agent may at any
time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and
Borrower Agent. Upon receipt of any such notice of resignation, the Majority Lenders shall have
the right, in consultation with Borrower Agent, to appoint a successor from among the Lenders. If
no such successor shall have been so appointed by the Majority Lenders, in consultation with
Borrower Agent, and shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent, in
consultation with Borrower Agent, may, on behalf of the Lenders, the Swingline Lender and the
Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United States;
provided that if Administrative Agent shall notify Borrower Agent and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by Administrative Agent on behalf of the Lenders,
the Swingline Lender or the Issuing Banks under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments,



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communications and determinations provided to be made by, to or through Administrative Agent
shall instead be made by or to each Lender, the Swingline Lender and the Issuing Banks directly,
until such time as the Majority Lenders, in consultation with Borrower Agent, appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this Section). The fees payable by Borrowers to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and
such successor. After the retiring Administrative Agent’s resignation hereunder and under the
other Loan Documents, the provisions of this Article 11 and Section 12.5 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.




     Section 11.7. Non-Reliance on Administrative Agent and Other Lenders. Each Lender,
the Swingline Lender and each Issuing Bank acknowledges that it has, independently and without
reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on
such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender, the Swingline Lender and each Issuing Bank
also acknowledges that it will, independently and without reliance upon Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.



     Section 11.8. No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Joint Lead Arrangers, Joint Book Managers, Syndication Agent or Co-Documentation Agents
listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as applicable, as
Administrative Agent, a Lender, the Swingline Lender or an Issuing Bank hereunder, nor shall any of
them have or be deemed to have any fiduciary relationship with any Lender as a result of this
Agreement.



     Section 11.9. Administrative Agent May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, Administrative Agent
(irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent
shall have made any demand on Borrowers) shall be entitled and empowered, by intervention in such
proceeding or otherwise:



          (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, LC Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to



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have the claims of the Lenders, the Swingline Lender, the Issuing Banks and Administrative
Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders, the Swingline Lender, the Issuing Banks and Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Banks
and Administrative Agent under clauses (a), (b) and (c) of Sections 3.3 and Section
12.5) allowed in such judicial proceeding; and




          (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and each
Issuing Bank to make such payments to Administrative Agent and, in the event that Administrative
Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender
and the Issuing Banks, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Administrative Agent and its agents and
counsel, and any other amounts due Administrative Agent under Sections 3.3 and
12.5.



Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender, the Swingline Lender or any Issuing Bank any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of
any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in
any such proceeding.




ARTICLE 12.

MISCELLANEOUS




     Section 12.1. Amendments; Consents and Waivers.



          (a) None of this Agreement, any other Loan Document, nor any terms hereof or thereof may be
amended, waived, supplemented or modified without the prior written agreement of Administrative
Agent, the Majority Lenders (or, with the consent of Majority Lenders, Administrative Agent on
their behalf) and each Loan Party party to the relevant Loan Document; provided,
however, that:





          (i) without the prior written consent of Administrative Agent, no modification shall be
effective with respect to any provision in a Loan Document that relates to any rights,
duties or discretion of Administrative Agent;




          (ii) without the prior written consent of each Issuing Bank, no modification shall be
effective with respect to any provision in a Loan Document that relates to any rights,
duties or discretion of an Issuing Bank;




          (iii) without the prior written consent of the Swingline Lender, no modification shall
be effective with respect to Section 2.5;




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          (iv) without the prior written consent of each affected Lender (except a
Defaulting Lender as provided in Section 4.3 and this Section 12.1), no
modification shall be effective that would (A) increase the Revolving Commitment of such
Lender; (B) reduce the amount of, or waive or delay payment of, any principal, interest or
fees payable to such Lender; (C) extend the Revolving Termination Date; or (D) alter
Section 5.1, 5.2, 5.3 or 5.7 of this Agreement or
Section 3(a) of the Guarantee and Collateral Agreement (except to add Collateral);




          (v) without the prior written consent of all Lenders (except a Defaulting Lender as
provided in Section 4.3 and this Section 12.1), no modification shall be
effective that would (A) amend any provision of this Section 12.1(a), (B) reduce any
percentage specified in the definition of Majority Lenders; (C) increase the Total Revolving
Commitments to an amount in excess of the Maximum Facility Amount; (D) consent to the
assignment or transfer by any Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents; (E) release all or substantially all of the
Collateral, except as contemplated by the Loan Documents (including, without limitation,
Section 9.10 of this Agreement); (F) release any Borrower or all or substantially
all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral
Agreement; (G) other than as expressly provided in the definition of Borrowing Base with
respect to Majority Lenders approving an increase in percentages reduced during a Default,
amend the definitions of “Borrowing Base” to increase the amounts or percentages set forth
therein to an amount or a percentage greater than set forth in such definition as of the
Closing Date (provided that the exercise by Administrative Agent or any Specified
Agent-Related Person of any of its rights hereunder with respect to any Availability
Reserve, Eligible Receivables, or Eligible Petroleum Inventory shall not be deemed an
amendment to the amounts and percentages), “Availability,” “Eligible Receivables,” “Eligible
Petroleum Inventory,” to the extent doing so would cause more of any Loan Parties’ assets to
become eligible thereunder, or “Applicable Percentage”.



          (b) Any such waiver and any such amendment, supplement or modification made in accordance with
this Section 12.1 shall apply equally to each of the Lenders and shall be binding upon the
Loan Parties, the Lenders, Administrative Agent and all future holders of the Loans to the extent
applicable to such Person party to the Loan Document being amended. In the case of any waiver, the
Loan Parties, the Lenders and Administrative Agent shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or
impair any right consequent thereon. Administrative Agent may, without the consent of any Lender,
enter into any Security Document or any amendment, waiver, or release to the extent necessary to
provide for additional Collateral as contemplated by any provision of this Agreement, to
subordinate any Lien securing the Secured Obligations to the extent permitted by the terms of this
Agreement or to provide for the release of Collateral or of any Guarantor to the extent permitted
by the terms of this Agreement. Notwithstanding the provisions of this subsection, no Defaulting
Lender shall have the right to vote to approve or disapprove or consent or withhold consent to any
waiver or modification of any provision of any Loan Document, release any Collateral or any
Guarantor or to direct the actions of Administrative Agent; provided that any waiver,
amendment or modification that (w) reduces the



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amounts of any fees payable hereunder or the amount of principal of or the rate at which
interest is payable on the Loans, (x) increases the maximum amount which such Defaulting Lender is
committed hereunder to lend, (y) extends the Revolving Credit Termination Date with respect to such
Defaulting Lender’s Revolving Commitment, or (z) postpones the dates fixed for payments of
principal or interest on the Loans shall require the approval or consent of such Defaulting Lender.




          (c) Notwithstanding anything herein or in any other Loan Document to the contrary, except as
otherwise provided in Section 5.7, at any time an Event of Default exists, the agreement of
Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that
deals solely with the rights and duties of Lenders, Swingline Lender, Administrative Agent, any
Specified Agent-Related Person and/or Issuing Bank as among themselves. Only the consent of the
parties to any agreement of the type described in Section 3.3(b) or relating to a Bank
Product Agreement shall be required for any modification of such agreement, and any non-Lender that
is party to a Bank Product Agreement shall have no right to participate in any manner in
modification of any other Loan Document. Any waiver or consent granted by Administrative Agent,
the Swingline Lender, any Issuing Bank or Lenders hereunder shall be effective only if in writing
and only for the matter specified.



     Section 12.2. Notices; Effectiveness; Electronic Communication.



          (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or
electronic mail as follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as follows:




          (i) if to Borrowers, Administrative Agent, the Swingline Lender or the Issuing Banks,
to the address, telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 12.2; and




          (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in Section
12.2(b) below, shall be effective as provided in such Section 12.2(b).




          (b) Electronic Communications. Notices and other communications to the Lenders, the
Swingline Lender and the Issuing Banks hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved
by Administrative Agent, provided that, except as otherwise provided in


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Section 12.2(c), the foregoing shall not apply
to notices to any Lender, the Swingline Lender, or any Issuing Bank pursuant to Article 2
if such Lender, the Swingline Lender, or such Issuing Bank, as applicable, has notified
Administrative Agent that it is incapable of receiving notices under such Section by electronic
communication. Administrative Agent or Borrowers may, in their discretion, agree to accept notices
and other communications to them hereunder by electronic communications pursuant to procedures
approved by them, provided that approval of such procedures may be limited to particular
notices or communications.




          (c) Loan Mechanics. Each Borrower authorizes Administrative Agent, the Issuing Banks,
and the Lenders to extend, convert, or continue Loans, issue Letters of Credit, effect selections
of interest rates, and transfer funds to or on behalf of Borrowers based on instructions sent
telephonically or by electronic mail. Borrowers shall confirm each such request by prompt delivery
to Administrative Agent of a Borrowing Notice, Notice of Conversion/Continuation, or LC
Application, if applicable, but if the foregoing differs in any material respect from the action
taken by Administrative Agent or Lenders, the records of Administrative Agent and Lenders shall
govern.


Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor.




          (d) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
ADMINISTRATIVE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY ADMINISTRATIVE
AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall
Administrative Agent or any of their Related Parties (collectively, the “Administrative Agent
Parties”) have any liability to Borrowers, any Lender, the Swingline Lender, any Issuing Bank
or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of Borrowers’ or Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Administrative Agent Party; provided, however, that in no event shall any
Administrative Agent Party have any liability to Borrowers, any Lender, the Swingline Lender,


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any Issuing Bank or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages).




          (e) Change of Address, Etc. Borrowers, Administrative Agent, the Swingline Lender and
the Issuing Banks may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto. Each other Lender or Issuing Bank
may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to Borrowers, Administrative Agent, the Swingline Lender and the Issuing Banks.
In addition, each other Lender agrees to notify Administrative Agent from time to time to ensure
that Administrative Agent has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender or such Issuing Bank.



          (f) Reliance by Administrative Agent, the Swingline Lender, the Issuing Banks and
Lenders. Administrative Agent, the Swingline Lender, the Issuing Banks and the Lenders shall
be entitled to rely and act upon any notices (including telephonic Borrowing Notices) purportedly
given by or on behalf of Borrowers even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified
herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation
thereof. Borrowers shall indemnify Administrative Agent, the Swingline Lender, each Issuing Bank,
each Lender and the Related Parties of each of them from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly given by or on
behalf of Borrowers. All telephonic notices to and other telephonic communications with
Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby
consents to such recording.



     Section 12.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by,
Administrative Agent in accordance with the last paragraph of Article 10 for the benefit of
all the Lenders and Issuing Banks; provided, however, that the foregoing shall not
prohibit (a) Administrative Agent from exercising on its own behalf the rights and remedies that
inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other
Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its
benefit (solely in its capacity as an Issuing Bank) hereunder and under the other Loan Documents,
(c) any Lender from exercising setoff rights in accordance with Section 12.7 (subject to
the terms of Section 5.8), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on



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its own behalf during the pendency of a proceeding relative
to any Loan Party under any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under the other Loan
Documents, then the Majority Lenders shall have the rights otherwise ascribed to Administrative
Agent pursuant to the last paragraph of Article 10.




     Section 12.4. Survival of Representations and Warranties. All representations and
warranties made hereunder, in the other Loan Documents and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the execution and
delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.



     Section 12.5. Expenses; Indemnification; Damage Waiver.



          (a) Costs and Expenses. Borrowers shall pay (i) all reasonable and documented out of
pocket expenses incurred by Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for Administrative Agent), in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred
by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder, (iii) all reasonable and documented out of pocket
expenses incurred by the Swingline Lender in connection with the making or administration of any
Swingline Loan or any demand for payment thereunder, and (iv) all out of pocket expenses incurred
by Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank (including the
reasonable fees, charges and disbursements of any counsel for Administrative Agent, any Lender, the
Swingline Lender, or any Issuing Bank), including the allocated cost of internal counsel, in
connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in connection with
the Loans or Swingline Loans made or Letters of Credit issued hereunder, including all such out of
pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans
or Letters of Credit.



          (b) Indemnification by Borrowers. Borrowers shall indemnify Administrative Agent (and
any sub-agent thereof), each Lender, the Swingline 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 Borrower 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, Swingline 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


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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 Borrower 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 Borrower 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 Borrower 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 Borrower 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 Loan Party).




          (c) Reimbursement by Lenders. To the extent that any Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to Administrative Agent (or any sub-agent thereof), the Swingline Lender, the Issuing Banks or any
Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative Agent
(or any such sub-agent), the Swingline Lender, the Issuing Banks or such Related Party, as the case
may be, such Lender’s Applicable Percentage of the Aggregate Credit Exposure (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against
Administrative Agent (or any such sub-agent), the Swingline Lender or the Issuing Banks in its
capacity as such, or against any Related Party of any of the foregoing acting for Administrative
Agent (or any such sub-agent), the Swingline Lender, or such Issuing Bank in connection with such
capacity.



          (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
Applicable Law, no Borrower shall assert, and each Borrower 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.



          (e) Payments. All amounts due under this Section shall be payable not later than ten
(10) Business Days after written demand therefor.



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          (f) Survival. The agreements in this Section shall survive the resignation of
Administrative Agent, the Swingline Lender and any Issuing Bank, the replacement of any Lender, the
termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



     Section 12.6. Successors and Assigns; Participations and Assignments.



          (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii)
by way of participation in accordance with the provisions of subsection (d) of this Section, or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of Administrative Agent, the
Swingline Lender, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.



          (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b),
participations in LC Obligations) at the time owing to it); provided that any such
assignment shall be subject to the following conditions:



               (i) Minimum Amounts.




          (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Revolving Commitment and/or the Loans at the time owing to it or
contemporaneous assignments to related Approved Funds that equal at least the amount
specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of
an assignment to a Lender, a Lender Affiliate or an Approved Fund, no minimum amount
need be assigned; and




          (B) in any case not described in paragraph (b)(i)(A) of this Section, the
aggregate amount of the Revolving Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Revolving Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to each
such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to Administrative Agent or, if the “Trade
Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $25,000,000 (or in the case of a Lender, $5,000,000) unless each of
Administrative Agent and, so long as


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no Event of Default has occurred and is
continuing, Borrowers otherwise consent (each such consent not to be unreasonably
withheld, conditioned or delayed);




          (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Revolving Commitment assigned, except
that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in
respect of Swingline Loans;




          (iii) Required Consents. No consent shall be required for any assignment except
to the extent required by paragraph (b)(i)(B) of this Section and, in addition:




          (A) the consent of the Borrower (such consent not to be unreasonably withheld,
conditioned or delayed) shall be required unless (x) an Event of Default has
occurred and is continuing at the time of such assignment, or (y) such assignment is
to a Lender, a Lender Affiliate or an Approved Fund;




          (B) the consent of Administrative Agent (such consent not to be unreasonably
withheld, conditioned or delayed) shall be required for assignments in respect of
the Loans or any unfunded Revolving Commitments if such assignment is to a Person
that is not a Lender with a Revolving Commitment, a Lender Affiliate with respect to
such Lender or an Approved Fund with respect to such Lender; and




          (C) the consent of each Issuing Bank and Swingline Lender (such consent not to
be unreasonably withheld, conditioned or delayed) shall be required for any
assignment in respect of the Loans and Revolving Commitments.




          (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500, provided that Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an
Administrative Questionnaire.




          (v) No Assignment to Certain Persons. No such assignment shall be made to (A)
the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting
Lender or any of its Subsidiaries or any of its Approved Funds, or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons described in this
clause (B).




          (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural Person.




          (vii) Certain Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein,


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the parties to the assignment shall make such
additional payments to Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by the
assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrowers and Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of
which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to
Administrative Agent, each Issuing Bank, each Swingline Lender and each other Lender
hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in
accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under applicable law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs.


Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 5.11, 5.13, 5.14 and 12.5 with
respect to facts and circumstances occurring prior to the effective date of such assignment;
provided that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (d) of this Section. Upon request, Borrowers
(at their expense) shall execute and deliver a Revolving Note to the assignee Lender.




          (c) Register. Administrative Agent, acting solely for this purpose as an agent of
Borrowers, shall maintain at Administrative Agent’s office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Revolving Commitments of, and principal amounts of the Loans and LC Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). Administrative
Agent shall promptly enter into the Register all assignments made in conformity with the terms of
this Agreement and the entries in the Register shall be conclusive, absent manifest error.
Borrowers, Administrative Agent and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by any
Borrower, the Swingline Lender, and the Issuing Banks at any reasonable time and from time to time
upon reasonable prior notice. In addition, at any time that


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a request for a consent for a material or substantive
change to the Loan Documents is pending, any Lender may request and receive from Administrative
Agent a copy of the Register.




          (d) Participations. Any Lender may at any time, without the consent of , or notice
to, any Borrower or Administrative Agent, sell participations to any Person (other than (i) a
natural person, (ii) a Borrower or any of the Borrowers’ Affiliates or (iii) a Defaulting Lender)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans
(including such Lender’s participations in LC Obligations) owing to it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) Borrowers, Administrative Agent, the Lenders, the Swingline Lender, and the Issuing Banks
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.


Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in clauses (iv) and (v)
of the first proviso to Section 12.1 that affects such Participant. Subject to subsection
(e) of this Section, Borrowers agree that each Participant shall be entitled to the benefits of
Sections 5.11, 5.13 and 5.14 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 12.7
as though it were a Lender, provided such Participant agrees to be subject to Section
5.8 as though it were a Lender.




          (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 5.11 or 5.14 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with Borrowers’ prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 5.14 unless Borrowers are notified of the participation sold to
such Participant and such Participant agrees, for the benefit of Borrowers, to comply with
Section 5.14 and Section 5.15 as though it were a Lender.



          (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



          (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of


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a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.




     Section 12.7. Set-off. In addition to any rights and remedies of the Lenders, the
Swingline Lender, the Issuing Banks or each of their respective Affiliates provided by law, if an
Event of Default shall have occurred and be continuing, each Lender, the Swingline Lender, each
Issuing Bank and each of their respective Affiliates shall have the right, without prior notice to
any Borrower or any other Loan Party, any such notice being expressly waived by each Borrower and
each Loan Party to the extent permitted by Applicable Law, upon any Secured Obligation becoming due
and payable by any Borrower or any other Loan Party (whether at the stated maturity, by
acceleration or otherwise), 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 any 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 Lender or any branch or
agency thereof to or for the credit or the account of each Borrower or any other Loan Party, as the
case may be. Each Lender, the Swingline Lender, and Issuing Bank agrees promptly to notify
Borrowers and Administrative Agent after any such setoff and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of such setoff
and application. In the event that any Defaulting Lender shall exercise any such right of setoff,
(x) all amounts so set off shall be paid over immediately to Administrative Agent for further
application in accordance with the provisions of Sections 4.3 and 5.16 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender shall
provide promptly to Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.



     Section 12.8. 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 Borrowers and Administrative Agent.



     Section 12.9. 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.
Without limiting the foregoing provisions of this Section 12.9, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be
limited by Debtor Relief Laws, as determined in good faith by Administrative Agent, the Swingline



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Lender, or the Issuing Banks, as applicable, then such provisions shall be deemed to be in
effect only to the extent not so limited.




     Section 12.10. Integration. This Agreement and the other Loan Documents
represent the entire agreement of Borrowers, Administrative Agent and the Lenders with respect to
the subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by Administrative Agent or any Lender relative to subject matter hereof 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 prior, contemporaneous, or subsequent oral agreements of the
parties.


There are no unwritten oral agreements between the Parties.




     Section 12.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT 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.



     Section 12.12. Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:



          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the
State of New York, the courts of the United States for the Southern District of New York, and
appellate courts from any thereof;




          (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to any Borrower or Administrative Agent at its address set forth on Schedule 12.2
or at such other address of which Administrative Agent shall have been notified pursuant thereto;




          (d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and




          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.







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     Section 12.13. Acknowledgments. Each Borrower, on behalf of itself and each of its
Restricted Subsidiaries, hereby represents, warrants, acknowledges and admits that (i) it has been
advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is
a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan
Documents to which it is a party, without reliance on any representation, warranty, covenant or
undertaking by Administrative Agent or any Lender, whether written, oral or implicit, other than as
expressly set out in this Agreement or in another Loan Document delivered on or after the date
hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by
any Lender as to the Loan Documents except as expressly set out in this Agreement or in another
Loan Document delivered on or after the date hereof, (iv) no Lender has any fiduciary obligation
toward such Borrower with respect to any Loan Document or the transactions contemplated thereby,
(v) the relationship pursuant to the Loan Documents between such Borrower and the other Group
Members, on one hand, and each Lender, on the other hand, is and shall be solely that of debtor and
creditor, respectively, provided that, solely for purposes of Section 12.6(c),
Administrative Agent shall act as agent of such Borrower in maintaining the Register as set forth
therein, (vi) no partnership or joint venture exists with respect to the Loan Documents between any
Group Member and any Lender, (vii) Administrative Agent is not such Borrower’s Administrative
Agent, but Administrative Agent for Lenders, provided that, solely for purposes of
Section 12.6(c) Administrative Agent shall act as agent of such Borrower in maintaining the
Register as set forth therein, (viii) each Agent-Related Person, each Lender and each Lender
Affiliate may have economic interests that conflict with those of the Loan Parties, their
stockholders and/or their Affiliates, (ix) the transactions contemplated by the Loan Documents
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Agent-Related Persons, the Lenders and the Lender Affiliates,
on the one hand, and the Loan Parties on the other, (x) should an Event of Default or Default occur
or exist, each Lender will determine in its sole discretion and for its own reasons what remedies
and actions it will or will not exercise or take at that time, (xi) without limiting any of the
foregoing, such Borrower is not relying upon any representation or covenant by any Lender, or any
representative thereof, and no such representation or covenant has been made, that any Lender will,
at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or
take or refrain from taking any action permitted under the Loan Documents with respect to any such
Event of Default or Default or any other provision of the Loan Documents, and (xii) all Lenders
have relied upon the truthfulness of the acknowledgments in this section in deciding to execute and
deliver this Agreement and to become obligated hereunder.



     Section 12.14. Releases of Guarantees and Liens; Designation of Subsidiaries; Disavowal
of Liens.



          (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document,
Administrative Agent is hereby irrevocably authorized by each Lender, on behalf of itself and each
of its Lender Affiliates (without requirement of notice to or consent of any Lender, except as
expressly required by Section 12.1, or any Bank Product Provider) to take any action
requested by any Borrower having the effect of (i) releasing any Collateral or Guarantee
Obligations (A) 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 or (B) to
release Collateral to the extent provided in paragraph (b) of this Section 12.14 or (C) to






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release any Subsidiary Guarantor from the Guarantee and Collateral Agreement upon its
designation as an Unrestricted Subsidiary or if such Subsidiary Guarantor ceases to be a Subsidiary
as a result of a transaction permitted hereunder or (D) upon Payment in Full 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 or (ii)
subordinating any Lien on any property granted to or held by Administrative Agent under any Loan
Document to the holder of any Lien on such property that is permitted by Section 9.2(g).
In connection with the releases of Collateral and Guarantee Obligations under subpart (i)(C) of
this Section, the Collateral shall be released from the Liens created by the Security Documents,
and the Security Documents and all obligations (other than those expressly stated to survive such
termination) of Administrative Agent and each Loan Party under the Security Documents shall
terminate, all without delivery of any instrument or performance of any act by any Person.




          (b) If it becomes illegal for any Lender to hold or benefit from a Lien over real property
pursuant to any law of the United States, such Lender shall notify Administrative Agent and
disclaim any benefit of such Lien to the extent of such illegality, but such illegality shall not
invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.




     Section 12.15. Confidentiality. Each of Administrative Agent, the Swingline Lender,
the Lenders and the Issuing Banks agree to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates, to its and its
Affiliates’ respective partners, directors, officers, employees, agents, advisors, representatives
and to any credit insurance provider relating to Borrowers and their Obligations (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by Applicable Laws or regulations or by any subpoena or similar legal process, in
which event Administrative Agent, Swingline Lender, such Lender or such Issuing Bank, as
applicable, shall give the Borrower to which such Information pertains prompt prior notice of the
disclosure permitted by this clause (d) unless such notice is impracticable or otherwise
prohibited, (e) to any other party hereto, (f) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (g) subject to an
agreement containing provisions substantially the same, or at least as restrictive, as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (ii) any actual or
prospective direct or indirect contractual counterparty (or its advisors) to any swap or derivative
transaction relating to any Loan Party or its obligations, or (iii) any Bank Product Provider, (h)
with the consent of Borrowers, or (i) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to Administrative
Agent, the Swingline Lender, any Lender, any Issuing Bank or any of their respective Affiliates on
a nonconfidential basis from a source other than a Group Member, unless such Administrative Agent,
Swingline Lender, Lender, Issuing Bank or



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Affiliate has actual knowledge that such source owes an obligation of confidence to a Group
Member with respect to such Information. Notwithstanding anything to the contrary contained herein
or in any other Loan Document, Administrative Agent, each other Agent-Related Person and each
Lender may, with the consent of Borrower Agent (such consent not to be unreasonably withheld,
delayed or conditioned), publish or disseminate general information describing this credit
facility, including the names and addresses of the Borrowers and a general description of
Borrowers’ businesses, and may use Borrowers’ logos, trademarks or product photographs in
advertising and marketing materials.



For purposes of this Section, “Information” means all information received from any
Borrower or any of their respective Subsidiaries relating to any Borrower or any of their
respective Subsidiaries or any of their respective businesses, other than any such information that
is available to Administrative Agent, the Swingline Lender, any Lender or any Issuing Bank on a
nonconfidential basis prior to disclosure by any Borrower or any such Subsidiary, provided
that, in the case of information received from any Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.



Administrative Agent and each of the Lenders acknowledges that (a) the Information may include
material non-public information concerning any Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public information and (c) it
will handle such material non-public information in accordance with Applicable Law, including
federal and state Securities Laws.




     Section 12.16. WAIVERS OF JURY TRIAL. EACH BORROWER, ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE 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.



     Section 12.17. Limitation on Interest. The Lenders, the Loan Parties and any other
parties to the Loan Documents intend to contract in strict compliance with applicable usury law
from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of
the terms and provisions contained in the Loan Documents shall ever be construed to create a
contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum
amount of interest permitted to be charged by Applicable Law from time to time in effect. No Loan
Party nor any present or future guarantors, endorsers, or other Persons hereafter



HollyFrontier Credit Agreement - Page 133









 




becoming liable for payment of any Obligation shall ever be liable for unearned interest
thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may
be lawfully charged under Applicable Law from time to time in effect, and the provisions of this
Section shall control over all other provisions of the Loan Documents which may be in conflict or
apparent conflict herewith. The Lenders expressly disavow any intention to charge or collect
excessive unearned interest or finance charges in the event the maturity of any Obligation is
accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any
Obligation is prepaid and as a result any amounts held to constitute interest are determined to be
in excess of the legal maximum, or (c) any Lender or any other holder of any or all of the
Obligations shall otherwise collect moneys which are determined to constitute interest which would
otherwise increase the interest on any or all of the Obligations to an amount in excess of that
permitted to be charged by Applicable Law then in effect, then all sums determined to constitute
interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the
then outstanding principal of the related Obligations or, at such Lender’s or holder’s option,
promptly returned to Borrowers or the other payor thereof upon such determination. In determining
whether or not the interest paid or payable, under any specific circumstances, exceeds the maximum
amount permitted under Applicable Law, the Lenders and the Loan Parties (and any other payors
thereof) shall to the greatest extent permitted under Applicable Law, (i) characterize any
non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total
amount of interest throughout the entire contemplated term of the instruments evidencing the
Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum
legal rate of interest from time to time in effect under Applicable Law in order to lawfully charge
the maximum amount of interest permitted under Applicable Law. In the event Applicable Law
provides for an interest ceiling under Chapter 303 of the Texas Finance Code, that ceiling shall be
the weekly ceiling and shall be used when appropriate in determining the maximum amount of interest
permitted to be charged.




     Section 12.18. USA Patriot Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies Borrowers, which information includes the legal name,
address, and tax id number of each Borrower and other information that will allow such Lender or
Administrative Agent, as applicable, to identify Borrowers in accordance with the Act. Each Lender
will also require information regarding each Subsidiary Guarantor, if any, and may require
information regarding Borrowers’ management and owners, such as legal names, addresses, social
security numbers, and dates of birth.



[The remainder of this page intentionally left blank. Signature page follows.]



HollyFrontier Credit Agreement - Page 134









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWERS:



 HOLLYFRONTIER CORPORATION

HOLLY REFINING & MARKETING COMPANY LLC

HOLLY REFINING & MARKETING –  TULSA LLC

HOLLY REFINING & MARKETING  COMPANY – 

WOODS CROSS LLC

NAVAJO REFINING COMPANY, L.L.C.

FRONTIER EL DORADO REFINING LLC

FRONTIER REFINING LLC

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



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	UNION BANK, N.A., as Administrative Agent, as

Swingline Lender, as an Issuing Bank and as a Lender

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



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/
Douglas R. Liftman	 
	 	 	Name:  	Douglas R. Liftman	 
	 	 	Title:  	Managing Director	 
	 
	 	By:  	/s/
Courtney Kubesch	 
	 	 	Name:  	Courtney Kubesch	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]




 











 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/
Mark Porter	 
	 	 	Name:  	Mark Porter	 
	 	 	Title:  	Senior Vice President	 
	 



[Signature Page to Credit Agreement]




 









 








	 	 	 	 	 
	 	TORONTO DOMINION (NEW YORK), LLC, 
as a Lender

 	 
	 	By:  	/s/
Debbi L. Brito	 
	 	 	Name:  	Debbi L. Brito	 
	 	 	Title:  	Authorized Signatory	 
	 



[Signature Page to Credit Agreement]






 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as a Lender

 	 
	 	By:  	/s/
Brian Kennedy	 
	 	 	Name:  	Brian Kennedy	 
	 	 	Title:  	Director	 
	 



[Signature Page to Credit Agreement]





 









 








	 	 	 	 	 
	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	/s/
Brendan Mackay	 
	 	 	Name:  	Brendan Mackay	 
	 	 	Title:  	Director	 
	 



[Signature Page to Credit Agreement]









 









 








	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	/s/
Nupur Kumar	 
	 	 	Name:  	Nupur Kumar	 
	 	 	Title:  	Vice President	 
	 
	 	 	 
	 	By:  	/s/
Vipul Dhadda	 
	 	 	Name:  	Vipul Dhadda	 
	 	 	Title:  	Associate	 
	 



[Signature Page to Credit Agreement]







 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

 	 
	 	By:  	/s/ Marcus
M. Tarkington	 
	 	 	Name:  	Marcus
M. Tarkington	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	/s/ Michael Getz	 
	 	 	Name:  	Michael Getz	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]








 









 








	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A., as a Lender

 	 
	 	By:  	/s/
Sherrese Clarke	 
	 	 	Name:  	Sherrese Clarke	 
	 	 	Title:  	Authorized Signatory	 
	 



[Signature Page to Credit Agreement]






 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/
Mark E. Thompson	 
	 	 	Name:  	Mark E. Thompson	 
	 	 	Title:  	Senior Vice President	 
	 



[Signature Page to Credit Agreement]







 









 








	 	 	 	 	 
	 	LLOYDS TSB BANK PLC, as a Lender

 	 
	 	By:  	/s/
Deborah
Carlson	 
	 	 	Name:  	Deborah
Carlson	 
	 	 	Title:  	             Director

Corporate Banking USA

                C103	 
	 
	 	By:  	/s/
Abraham Asoll	 
	 	 	Name:  	Abraham Asoll	 
	 	 	Title:  	  Associate
Director

Project Finance USA

                A011	 
	 



[Signature Page to Credit Agreement]






 









 








	 	 	 	 	 
	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/
Greg Determann	 
	 	 	Name:  	Greg Determann	 
	 	 	Title:  	Senior Vice President	 
	 



[Signature Page to Credit Agreement]







 









 








	 	 	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION, 
as a Lender

 	 
	 	By:  	/s/
Wesley Fontana	 
	 	 	Name:  	Wesley Fontana	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]









 









 








	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/
Robert L. Nelson	 
	 	 	Name:  	Robert L. Nelson	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]






 









 









	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/
Lane Dodds	 
	 	 	Name:  	Lane Dodds	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]






 









 








	 	 	 	 	 
	 	GOLDMAN SACHS LENDING PARTNERS LLC, 
as a Lender

 	 
	 	By:  	/s/
Mark Walton	 
	 	 	Name:  	Mark Walton	 
	 	 	Title:  	Authorized Signatory	 
	 



[Signature Page to Credit Agreement]





 











 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/
J. Devin Mock
	 
	 	 	Name:  	J. Devin Mock	 
	 	 	Title:  	Vice President	 



[Signature Page to Credit Agreement]





 









 








	 	 	 	 	 
	 	NATIXIS,  as a Lender

 	 
	 	By:  	/s/
Louis P. Laville, III	 
	 	 	Name:  	Louis P. Laville, III	 
	 	 	Title:  	Managing Director	 
	 
	 	By:  	/s/
Daniel Payer	 
	 	 	Name:  	Daniel Payer	 
	 	 	Title:  	Managing Director	 



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/
Andrew S. Bae	 
	 	 	Name:  	Andrew S. Bae	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	RB INTERNATIONAL FINANCE (USA) LLC, as a Lender

 	 
	 	By:  	/s/
Shirley Ritch	 
	 	 	Name:  	Shirley Ritch	 
	 	 	Title:  	Vice President	 
	 
	 	By:  	/s/
Peter Armieri	 
	 	 	Name:  	Peter Armieri	 
	 	 	Title:  	Vice President	 



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, as a Lender

 	 
	 	By:  	/s/
Masakazu Hasegawa	 
	 	 	Name:  	Masakazu Hasegawa	 
	 	 	Title:  	General Manager	 
	 



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, as a Lender

 	 
	 	By:  	/s/
Mary
E. Evans	 
	 	 	Name:  	Mary
E. Evans	 
	 	 	Title:  	Associate Director	 
	 
	 	By:  	/s/
Irja R. Otsa	 
	 	 	Name:  	Irja R. Otsa	 
	 	 	Title:  	Associate Director	 



[Signature Page to Credit Agreement]



 









 





	 	 	 	 	 
	 	UMB BANK ARIZONA, N.A., as a Lender

 	 
	 	By:  	/s/ John Damiris	 
	 	 	Name:  	John Damiris	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Credit Agreement]




 











 





EXHIBIT A

TO CREDIT AGREEMENT




FORM OF BORROWING BASE CERTIFICATE





	 	 	 	 	 	 	 

	

	 	Certificate #
	 	 	001	 
	 	Date Prepared
	 	XX/XX/XX

	 	Date Effective
	 	XX/XX/XX







HOLLYFRONTIER

MONTHLY BORROWING BASE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINE	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	 	 	As of	 	 	XX/XX/XX	 	 	Balance	 
	 	 	ACCOUNTS RECEIVABLE
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Per      General Ledger
	 	 	þ	 	 	 	 	 	 	 	 	 
	 	 	  A/R Aging
	 	 	o	 	 	 	 	 	 	 
	1	 	Total Accounts Receivable from prior period
	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Add: Sales for current period xx/xx/xx through xx/xx/xx
	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	Add: Debit adjustments for current period
	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	Subtract: Collections for current period (Enter Negative)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Subtract: Credit adjustments for current period:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	  Show details below (Enter Negative)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Write-offs
	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	Credit Memos
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Discounts & Allowances
	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	Other (Explain)
	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	5	 	Total Credit Adjustments
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	6	 	Total Accounts Receivable Current Period
	 	 	 	 	 	 	 	 	 	$	—	 
	7	 	Less: Total Ineligible Accounts
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	8	 	Total Eligible Accounts Receivable (Line 6 + Line 7)
	 	 	 	 	 	 	 	 	 	$	—	 
	9	 	Accounts Receivable Advance Rate (see next page)
	 	 	 	 	 	 	 	 	 	Various
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	10	 	Accounts Receivable Availability (Line 8 * Line 9)
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	As of	 	 	XX/XX/XX	 	 	 	 	 
	 	 	INVENTORY
	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	Total Inventory from prior period
	 	 	 	 	 	 	 	 	 	$	—	 
	12	 	Add: Purchases for current period XX/XX/XX through XX/XX/XX
	 	 	 	 	 	 	 	 	 	$	—	 
	13	 	Subtract: Cost of Inventory Sold for current period
	 	 	 	 	 	 	 	 	 	$	—	 
	14	 	Other Adjustments for current period
	 	 	 	 	 	 	 	 	 	$	—	 
	15	 	Total Inventory for current period
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	16	 	Less: Ineligible Inventory
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	17	 	Total Eligible Inventory (Line 15 + Line 16)
	 	 	 	 	 	 	 	 	 	$	—	 
	18	 	Inventory Advance Rate
	 	 	 	 	 	 	 	 	 	 	80	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	19	 	Inventory Availability (Line 17* Line 18)
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	INVENTORY IN TRANSIT
	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	In-Transit Inventory
	 	 	 	 	 	 	 	 	 	$	—	 
	21	 	Less: Ineligible Inventory
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	22	 	Total Eligible In-Transit Inventory (Line 20 + Line 21)
	 	 	 	 	 	 	 	 	 	$	—	 
	23	 	In-Transit Inventory Advance Rate
	 	 	 	 	 	 	 	 	 	 	80	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	24	 	In-Transit Inventory Availability (Line 22 * Line 23)
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	PLEDGED CASH
	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	Pledged Cash
	 	 	 	 	 	 	 	 	 	$	—	 
	26	 	Advance Rate
	 	 	 	 	 	 	 	 	 	 	100	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	27	 	Pledged Cash Availability (Line 25 * Line 26)
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	BORROWING BASE
	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	Total Collateral Availability (Line 10 + Line 19 + Line 24 + Line 27)
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Less:
	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	Crude Pipeline & Terminal Fee Reserve
	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	Non-Crude Pipeline & Terminal Fee Reserve
	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	First Purchaser Reserve (see Footnote A InventoryAvailability tab)
	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	Excise Tax Reserve
	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	Dilution Reserve
	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	Bank Product Reserve
	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	Other reserves
	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	Total Availability Reserves
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	37	 	Borrowing Base (Line 28 + Line 36)
	 	 	 	 	 	 	 	 	 	$	—	 
	38	 	Total Revolving Line of Credit
	 	 	 	 	 	 	 	 	 	$	1,000,000	 
	39	 	Borrowing Availability (Lesser of Line 37 or Line 38)
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	40	 	Less: Outstanding Letters of Credit
	 	 	 	 	 	 	 	 	 	$	—	 
	41	 	Less: Outstanding Line of Credit
	 	 	 	 	 	 	 	 	 	$	—	 
	42	 	Net Borrowing Availability
	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





The undersigned warrants and certifies that the information above and the documents provided
to Union Bank, N.A.
(“Bank”) from which the above information was derived, are true and correct and subject to a
security interest in favor of Bank
for any and all loans made by Bank to Hollyfrontier Corporation pursuant to and in accordance
with the Credit
Agreement dated July 01, 2011 and any amendments thereto.




HOLLYFRONTIER CORPORATION




	 	 	 	 	 

	Signed:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	Date
	 	 	 	 
	 

	 	 

	 	 





Exhibit A









 







	 	 	 	 	 	 	 

	

	 	Certificate #
	 	 	001	 
	 	Date Prepared
	 	XX/XX/XX

	 

	 	Date Effective
	 	XX/XX/XX







HOLLYFRONTIER

Monthly A/R Availability




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approved Account	 	 	 	 	 	 	 	 	 	 	 	 	 
	LINE	 	 	 	 	 	 	 	 	 	 	 	Debtors	 	 	LC Supported	 	 	Eligible Gov’t	 	 	Eligible	 	 	 	 
	#	 	 	 	As of	 	 	XX/XX/XX	 	 	Receivables	 	 	Receivables	 	 	Receivables	 	 	Receivables	 	 	Total Receivables	 
	 	 	ACCOUNTS RECEIVABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	Gross Accounts Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Accounts aged over 30 Days from due date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	3	 	Aged Credits Over 30 Days
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	4	 	20% Cross-Age
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	5	 	Contra
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	6	 	Foreign accounts not supported by Commercial L/C’s
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	7	 	Intercompany
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	8	 	Extended Terms
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	9	 	Prepaid
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	10	 	Bankrupt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	11	 	Federal Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	12	 	State Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	13	 	Customer Deposits
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	14	 	Lube Rebate Customers
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	15	 	Rent /Lease Invoices
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	16	 	FOB Destination
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	17	 	Total Ineligible Accounts Receivable
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	Advance Rates
	 	 	 	 	 	 	 	 	 	 	90	%	 	 	95	%	 	 	95	%	 	 	85	%	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	Accounts Receivable Availability
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	As of	 	XX/XX/XX	 	Balance	 	 	 
	ACCOUNTS RECEIVABLE
	 	 	 	 	 	 	 	 	 	 
	Concentrations
	 	 	 	 	 	 	 	 	 	5% limit for all Receivables
	 
	 	 	 	 	 	 	 	 	 	10% limit for Investment Grade Customers other than Shell Oil
	Account
	 	 	 	 	 	 	 	 	 	15% limit for Designated Customers
	 
	 	 	 	 	 	$	—	 	 	40% limit for Shell Oil provided that it will automatically be reduced
	 
	 	 	 	 	 	$	—	 	 	to 25% at any time Shell Oil no longer maintains a long term
	 
	 	 	 	 	 	$	—	 	 	corporate debt rating of at least Aa2 from Moody’s and at least AA from
	 
	 	 	 	 	 	$	—	 	 	S&P
	 
	 	 	 	 	 	$	—	 	 	 
	 
	 	 	 	 	 	$	—	 	 	 
	 
	 	 	 	 	 	$	—	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total Concentration
	 	 	 	 	 	$	—	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	Contra Accounts
	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Non Crude	 	 	Crude A/P	 	 	Total A/P	 	 	 	 
	Account	 	Eligible A/R Balance	 	 	A/P Balance	 	 	Balance	 	 	Balance	 	 	Contra Balance	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Contra Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 







 











 





					
	 	 	 	 	 
	
	 	Certificate 

Date Prepared

Date Effective	 	#001

 XX/XX/XX

 XX/XX/XX






HOLLYFRONTIER

Monthly Inventory Availability




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	As of	 	 	XX/XX/XX	 	 	 	 
	 	 	Crude Oil	 	 	Non-Crude	 	 	Total Inventory	 
	INVENTORY
	 	 	 	 	 	 	 	 	 			 
	Petroleum Inventory
	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 
	Tank Heels (Footnote A)
	 	 	 	 	 	 	 	 	 	 	—	 
	BNP/Utexam Barrels
	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 
	Total Ineligible Inventory
	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 




 


Footnote A: “Only that portion of Tank Heels over $100MM will be ineligible and only that portion
of First Purchaser liabilities over $200MM will be reserved unless there is a Borrowing Base
Adjustment Period as defined in the Credit Agreement dated as of July 1, 2011.”




	 	 	 	 	 	 	 	 	 	 	 	 	 
	In-Transit Petroleum	 	Crude Oil	 	 	Non-Crude	 	 	Total Inventory	 
	Inventory
	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 
	Not Applicable
	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 
	Total Ineligible Inventory
	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 





Tank Heel Ineligible




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Barrels in (000’s)	 	 	Price Per Barrel	 	 	Ineligible Total	 
	 	 	Crude	 	 	Non-Crude	 	 	Crude	 	 	Non-Crude	 	 	Crude	 	 	Non-Crude	 	 	Total	 
	Holly Refining
	 	 	 	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	Tulsa
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Navajo
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Woods Cross
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Artesia
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Glendale
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lubbock
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Albuquerque
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	El Dorado
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cheyenne
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 



















 





	 	 	 	 	 	 	 

	

	 	Certificate #
	 	 	001	 
	 	Date Prepared
	 	XX/XX/XX

	 	Date Effective
	 	XX/XX/XX







HOLLYFRONTIER

Monthly General Ledger Reconciliation




	 	 	 	 	 	 	 	 	 
	As of	 	XX/XX/XX	 	 	Balance	 
	ACCOUNTS RECEIVABLE
	 	 	 	 	 	 	 	 
	Reconciliation to General Ledger
	 	 	 	 	 	 	 	 
	Balance Per Accounts Receivable Aging
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	Total Adjusted Accounts Receivable Aging Balance
	 	 	 	 	 	$	—	 
	General Ledger Accounts Receivable Balance
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Difference
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	As of	 	XX/XX/XX	 	 	Balance	 
	INVENTORY
	 	 	 	 	 	 	 	 
	Reconciliation to General Ledger
	 	 	 	 	 	 	 	 
	Balance Per Perpetual Inventory Report/Other
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	Adjustments
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	Total Adjusted Inventory Perpetual/Other Balance
	 	 	 	 	 	$	—	 
	General Ledger Inventory Balance
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Difference
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Line of Credit Reconciliation
	 	 	 	 	 	 	 	 
	Beginning Loan Balance
	 	 	 	 	 	$	—	 
	Advances
	 	 	 	 	 	$	—	 
	Collections (Enter as Negative)
	 	 	 	 	 	$	—	 
	Other
	 	 	 	 	 	$	—	 
	Ending Loan Balance
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	Union Bank Loan Balance
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Difference
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Reconciling Items
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	$	—	 



















 





EXHIBIT B

TO CREDIT AGREEMENT




FORM OF COMPLIANCE CERTIFICATE




Date: __________, _______




          This Compliance Certificate (this “Certificate”) is given pursuant to Section 8.3(a)
of that certain 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 (the “Company”), and certain
Subsidiaries of the Company party thereto (together with the Company, each a “Borrower” and
collectively “Borrowers”), the lenders from time to time party thereto (the
“Lenders”), and Union Bank, N.A., in its capacity as administrative agent and collateral
agent for the Lenders and the Issuing Banks. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.




          Pursuant to Section 8.3(a) of the Credit Agreement, I hereby certify, solely in my capacity as
a Responsible Officer of Borrower Agent and not individually, on behalf of each Borrower, that:





	 	1.	 	I am a Responsible Officer of Borrower Agent.
	 
	 	2.	 	The financial statements and reports attached hereto as Annex 1 are true and correct
and fairly present, in all material respects, the consolidated financial condition and
results of operations of the Company and its consolidated Subsidiaries, and the related
audited consolidated and unaudited consolidating statements of income or operations[,
shareholders’ equity]1 and cash flows, for the period presented and that such
statements were prepared in accordance with GAAP (except, with respect to statements
delivered for any Fiscal Month or Fiscal Quarter, the absence of footnotes and subject to
normal year-end adjustments).
	 
	 	3.	 	Each Loan Party has observed or performed all of its covenants and other agreements,
and satisfied every condition, contained in the Credit Agreement and the other Loan
Documents to which it is a party to be observed, performed or satisfied by it.
	 
	 	4.	 	No Default or Event of Default exists as of the date hereof[, other than the Defaults
or Events of Default described on Annex 2 attached hereto and made part hereof (including
the nature and duration thereof and Borrowers’ intention with respect thereto)].
	 
	 	5.	 	[For Compliance Certificates delivered at the end of a Fiscal Quarter or Fiscal Year]
Annex 3 sets forth the financial data and computations in respect of the financial covenant
set forth in Section 9.12 of the Credit Agreement, all of which data and computations are
true, complete and correct and have been made in accordance with the relevant Sections of
the Credit Agreement.







 




			
	1	 	Include for financial statements delivered
pursuant to Section 8.2(a) of Credit Agreement.





Exhibit B




 









 






	 	6.	 	On the date hereof, the Moody’s rating of the Index Debt is [_____] and the S&P rating
of the Index Debt is [_______]. The Applicable Rating Level is [Level I][Level II][Level
III][Level IV][Level V].
	 
	 	7.	 	Annex 4 sets forth a list of all Acquisitions, Investments, and Restricted Payments
from the Closing Date through the date hereof, together with the total amount for each of
the foregoing categories.





[SIGNATURE PAGE FOLLOWS]




Exhibit B




 









 





     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the day and year set
forth above.



	 	 	 	 	 	 	 

	 	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	  
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Exhibit B




 









 





ANNEX 1




To Compliance Certificate



[Attach Financial Statements]



Exhibit B




 









 





ANNEX 2




To Compliance Certificate



[Describe Defaults or Events of Default (if any)]2





 




			
	2	 	For each Default or Event of Default listed
describe the nature and duration thereof and Borrowers’ intention with respect
thereto.





Exhibit B




 









 





ANNEX 3




To
Compliance Certificate


[Attach Detailed Financial Covenant Calculations]



Exhibit B




 









 





ANNEX 4




To Compliance Certificate



[Describe Acquisitions, Investments, Restricted Payments]



Exhibit B




 









 





EXHIBIT C

TO CREDIT AGREEMENT




FORM OF CLOSING CERTIFICATE




OFFICER’S CERTIFICATE




See attached.



Exhibit C




 









 





OFFICER’S CERTIFICATE




July 1, 2011




     The undersigned, as a Responsible Officer of HollyFrontier Corporation, a Delaware corporation
(the “Company”), hereby gives this Officer’s Certificate to induce Union Bank, N.A., in its
capacity as administrative agent and collateral agent for the Lenders and the Issuing Banks (in
such capacity, “Administrative Agent”), to consummate certain financial accommodations
pursuant to the terms and conditions of that certain Credit Agreement, dated as of the date hereof,
among the Company, certain Subsidiaries of the Company party thereto (together with the Company,
collectively, “Borrowers” and each, individually, a “Borrower”), the lenders party
thereto (the “Lenders”) and Administrative Agent (the “Credit Agreement”). Unless
otherwise expressly indicated herein, capitalized terms used in this Officer’s Certificate shall
have the respective meanings as are ascribed to them in the Credit Agreement.



     The undersigned hereby certifies, solely in his capacity as an officer of the Company and not
in his individual capacity, that he is authorized to execute this Officer’s Certificate on behalf
of each Loan Party and as such hereby certifies to Administrative Agent, with the intention that
Administrative Agent, the Lenders and the Issuing Banks shall be entitled to rely fully hereon
without further independent investigation on their part, that:




	 	(i)	 	On the date hereof, the representations and warranties of each Loan Party set
forth in the Credit Agreement and the other Loan Documents are true and correct in all
respects.
	 
	 	(ii)	 	On the date hereof both before and immediately after giving effect to the
consummation of the Transactions and any Borrowings and the issuance of any Letters of
Credit on the date hereof, no Default or Event of Default has occurred and is
continuing.
	 
	 	(iii)	 	On the date hereof both before and immediately after giving effect to the
consummation of the Transactions and any Borrowings and the issuance of any Letters of
Credit on the date hereof, no Overadvance exists.
	 
	 	(iv)	 	On the date hereof, each Loan Party maintains insurance coverage in accordance
with and as required by Section 8.6 of the Credit Agreement. Attached hereto
as Exhibit A are insurance certificates evidencing that such insurance coverage
is in effect for such Loan Party and its Restricted Subsidiaries.
	 
	 	(v)	 	On the date hereof, after giving effect to the initial Loans and the of
proceeds thereof, paying all accounts payable aged beyond stated terms, Availability is
no less than $300,000,000.
	 
	 	(vi)	 	Attached as Exhibit B are true, correct and complete copies of (i) the
Merger Agreement together with all material agreements, instruments and other documents
delivered in connection therewith reasonably requested







	 	 	 	 	 
	 
	Officer’s Certificate	 	 



 








 





	 	 	 	by Administrative Agent prior to the date hereof and (ii) the certificate of
merger or other confirmation reasonably satisfactory to the Lenders filed
with the Secretary of State of the State of Wyoming.
	 
	 	(vii)	 	On the date hereof, all governmental and third party approvals necessary or,
in the reasonable discretion of Administrative Agent, advisable in connection with the
transactions contemplated hereby and the continuing operations of the Company and its
Restricted Subsidiaries have been obtained and are in full force and effect, and all
applicable waiting periods have expired without any action being taken or threatened by
any competent authority which would restrain, prevent or otherwise impose adverse
conditions on the transactions contemplated by the Credit Agreement.
	 
	 	(viii)	 	On the date hereof, no action, proceeding, investigation, regulation or legislation
has been instituted, threatened or proposed before any court, Governmental Authority or
legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of,
or which is related to or arises out of, this Agreement or any other Loan Document or
the consummation of the transactions contemplated thereby and which, in Administrative
Agent’s sole judgment, would make it inadvisable to consummate the transactions
contemplated by this Agreement or any other Loan Document.





[Remainder of page intentionally left blank.]




	 	 	 	 	 
	 
	Officer’s Certificate	 	 





2








 








     IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the date
first written above.



	 	 	 	 	 
	 	HOLLYFRONTIER CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




	 	 	 	 	 
	Officer’s Certificate	Signature Page 	 




 








 









Exhibit A



Certificates of Insurance



(See Attached)






	 	 	 	 	 
	 
	Officer’s Certificate	EXHIBIT A	 




 








 









Exhibit B



Merger Agreement, etc.



(See Attached)









	 	 	 	 	 
	 
	Officer’s Certificate	EXHIBIT B	 




 








 





EXHIBIT D

TO CREDIT AGREEMENT




FORM OF BORROWING NOTICE




____________, 201_



Union Bank, N.A., Administrative Agent

[________________________]

[_______________________]

Attention: [________________]



Ladies and Gentlemen:




     The undersigned, HollyFrontier Corporation, a Delaware corporation (“Borrower Agent”),
refers to the Credit Agreement dated as of July 1, 2011 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Borrower Agent and certain of its Subsidiaries party thereto, as Borrowers,
the lenders from time to time party thereto (the “Lenders”), and Union Bank, N.A., in its
capacity as administrative agent and collateral agent for the Lenders and the Issuing Banks.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.



     Borrower Agent hereby gives you irrevocable notice (this “Notice of Borrowing”)
pursuant to Section 4.1 of the Credit Agreement that it hereby requests a Borrowing under the
Credit Agreement (the “Requested Borrowing”), and in that connection sets forth below the
information relating to such Requested Borrowing as required by Section 4.1(a) of the Credit
Agreement:




	 	(a)	 	The aggregate principal amount of the Requested Borrowing is $[__________].
	 
	 	(b)	 	The Borrowing Date of the Requested Borrowing is [________, ____].
	 
	 	(c)	 	The interest rate of the Type of Loans comprising the Requested Borrowing will be [Base
Rate] [Eurodollar Rate] Loans.
	 
	 	(d)	 	[The duration of the Interest Period for the Eurodollar Rate Loans made as a part of the
Requested Borrowing is [[7] [14] days or [1][2][3][6][9][12] month(s)].]





     The undersigned hereby certifies that the following statements are true and correct on the
date hereof, and will be true and correct on the Borrowing Date of the Requested Borrowing:



Exhibit D




 









 





     (a) Each of the representations and warranties made by any Loan Party in or pursuant to the
Loan Documents are true and correct [in all material respects]3 on and as of the date
hereof and will be true and correct on and as of the Borrowing Date of the Requested Borrowing,
both before and after giving effect to the Requested Borrowing and to the application of the
proceeds thereof (or to the extent qualified by materiality, such representations and warranties
shall be true and correct in all respects);



     (b) No Default or Event of Default exists or would result from such Requested Borrowing or
from the application of the proceeds thereof; and



     (c) Except as otherwise permitted in Section 2.4 of the Credit Agreement, immediately
before and after giving effect to the Requested Borrowing no Overadvance shall exist.



     Delivery of an executed counterpart of this Notice of Borrowing by facsimile or other
electronic means will be effective as delivery of an original executed counterpart of this Notice
of Borrowing.



	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 








 




			
	3	 	Only for Borrowings after the Closing Date.





Exhibit D




 









 





EXHIBIT E

TO CREDIT AGREEMENT




FORM OF NOTICE OF CONTINUATION/CONVERSION




[_________], 201_




Union Bank, N.A., Administrative Agent

[________________________]

[_______________________]

Attention:[________________]



Ladies and Gentlemen:




     The undersigned, HollyFrontier Corporation, a Delaware corporation (“Borrower Agent”),
refers to the Credit Agreement dated as of July 1, 2011 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Borrower Agent and certain of its Subsidiaries party thereto, as Borrowers,
the lenders from time to time party thereto (the “Lenders”), and Union Bank, N.A., in its
capacity as administrative agent and collateral agent for the Lenders and the Issuing Banks.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.



     Borrowers hereby give you notice, irrevocably, pursuant to Section 4.2 of the Credit
Agreement, that Borrowers hereby request that, with respect to the existing outstanding [Base
Rate][Eurodollar] Borrowing in the original principal amount of $[__________], that such [Base
Rate][ Eurodollar] Borrowing be converted or continued as follows:



     (a) $[__________] of such amount shall be converted to a Base Rate Borrowing, effective on
[__________ __, 2__]; and



     (b) [$[__________] of such amount shall be [converted to][continued as] a Eurodollar Borrowing
with an Interest Period of [________] [days/months], effective on [__________ __, 20__].]



     Borrowers hereby certify that the following statements are true on the date hereof, and will
be true on the date of the conversions and/or continuations described above:



     (i) after giving effect to the foregoing, the number of Interest Periods outstanding will not
exceed fifteen (15); and



     (ii) no Default or Event of Default exists or would result from the requested [conversion]
[continuation].



[SIGNATURE PAGE FOLLOWS]




Exhibit E




 









 





	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Exhibit E




 









 





EXHIBIT F

TO CREDIT AGREEMENT




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




     This Assignment and Assumption Agreement (this “Assignment and Assumption”) is dated
as of the Effective Date set forth below and is entered into by and between [Insert name of
Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a
copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including, without limitation, any
letters of credit, swingline loans and guarantees included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.



	 	 	 	 	 

	1.

	 	Assignor:
	 	______________________________
	 
	 	 	 	 
	2.

	 	Assignee:
	 	______________________________
	 

	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]4]
	 
	 	 	 	 
	3.

	 	Borrowers:	 	HollyFrontier Corporation, Holly Refining &
Marketing Company LLC, Holly Refining & Marketing Company LLC — Woods Cross LLC, Holly
Refining & Marketing Company LLC — Tulsa LLC, Frontier El Dorado Refining LLC and Frontier
Refining LLC.








 




			
	4	 	Select as applicable.





Exhibit I




 









 





	 	 	 	 	 

	4.	 	Administrative Agent: Union Bank, N.A., as administrative agent under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	Credit Agreement dated as of July 1, 2011 among HollyFrontier Corporation and certain of its
Subsidiaries party thereto, as Borrowers, the lenders from time to time party thereto, and Union
Bank, N.A., in its capacity as administrative agent and collateral agent for the Lenders and the
Issuing Banks.
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	Percentage Assigned
	Commitment	 	Commitment/Loans	 	Commitment/Loans	 	of
	Assigned	 	for all Lenders	 	Assigned	 	Commitment/Loans5
	 

	 	 	$	 	 	 	$	 	 	 	%	 
	 

	 	 	$	 	 	 	$	 	 	 	%	 
	 

	 	 	$	 	 	 	$	 	 	 	%	 





Effective Date: _____________ ___, 201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






 




			
	5	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.





Exhibit E




 









 




The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE




[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit F





 









 





	 	 	 	 	 
	 	Consented to and Accepted:




Union Bank, N.A., as

Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Consented to:]




HOLLYFRONTIER CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HOLLY REFINING & MARKETING COMPANY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HOLLY REFINING & MARKETING COMPANY LLC — TULSA LLC
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HOLLY REFINING & MARKETING COMPANY LLC — WOODS CROSS LLC
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit F





 









 





	 	 	 	 	 
	 	NAVAJO REFINING COMPANY, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FRONTIER EL DORADO REFINING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FRONTIER REFINING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit F





 









 





ANNEX 1




HOLLYFRONTIER CORPORATION

CREDIT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by Borrowers, any of their
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 8.2 thereof, as applicable, and
such other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on
Administrative Agent or any other Lender, and (vi) if it is a Foreign Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the



Annex I to Exhibit F




 









 




obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.




     2. Payments. From and after the Effective Date, Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date, and to the Assignee for amounts which have accrued from and after the Effective Date.
Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or
other amounts paid or payable in kind from and after the Effective Date to the Assignee.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York.



[Remainder of Page Intentionally Left Blank]




Annex I to Exhibit F





 










 





EXHIBIT G-1

TO CREDIT AGREEMENT




FORM OF COMMITMENT INCREASE CERTIFICATE




     THIS COMMITMENT INCREASE CERTIFICATE (this “Certificate”) dated as of [________], is
between [Insert name of Existing Lender] (“Existing Lender”), HOLLYFRONTIER CORPORATION, a
Delaware corporation (the “Company”), and certain Subsidiaries of the Company party thereto
(together with the Company, each a “Borrower” and collectively “Borrowers”), and
UNION BANK, N.A., in its capacity as administrative agent and collateral agent for the Lenders and
the Issuing Banks (in such capacity, “Administrative Agent”). Each capitalized term used
herein but not otherwise defined shall have the meaning given such term in the Credit Agreement.



R E C I T A L S




     A. Borrowers have entered into that certain Credit Agreement, dated as of July 1, 2011, among
Borrowers, the lenders from time to time party thereto (the “Lenders”) and Administrative
Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”).



     B. Borrowers have heretofor requested pursuant to Section 2.3 of the Credit Agreement that the
Total Revolving Commitments be increased by $ [_________] by increasing the Revolving Commitment of
one or more Lenders.



     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1.01 Commitment Increase.



          (a) Pursuant to Section 2.3(b) of the Credit Agreement, effective as of the Effective Date
(used herein as defined below), the Existing Lender’s Revolving Commitment is hereby increased from
$[_______] to $[_______].




          (b) Effective as of the Effective Date, the increase in the Existing Lender’s Revolving
Commitment hereby supplements Schedule 1.1 to the Credit Agreement, such that after giving effect
to the inclusion of the Revolving Commitment increase contemplated hereby, Schedule 1.1 to the
Credit Agreement is amended and restated to read as set forth on Schedule 1.1 attached hereto.




     Section 1.02 Representations and Warranties; Agreements. The Existing Lender hereby:
(a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Certificate and to consummate the transactions contemplated
hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered thereunder, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Certificate
and to increase its Revolving Commitment, on the basis of which it has made such analysis and
decision independently and without reliance on Administrative Agent or any



Exhibit G-1




 









 




other Lender; and (b) agrees that (i) it will, independently and without reliance on
Administrative Agent or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the
Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender (including, without limitation, any obligations of it, if any, under
Section 2.3 of the Credit Agreement).




     Section 1.03 Effectiveness. This Certificate shall become effective as of [____] (the
“Effective Date”), subject to Administrative Agent’s receipt of counterparts of this
Certificate duly executed by the Existing Lender and Borrowers.



     Section 1.04 Counterparts. This Certificate may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Certificate by facsimile or other electronic means shall be
as effective as delivery of a manually executed counterpart of this Certificate.



     Section 1.05 Governing Law. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     Section 1.06 Severability. The illegality or unenforceability of any provision of
this Certificate or any instrument or agreement required hereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions of this Certificate or any
instrument or agreement required hereunder.



     Section 1.07 Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 12.2 of the Credit Agreement.



[SIGNATURE PAGES FOLLOW]




Exhibit G-1





 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Certificate to be duly executed as of
the date first written above.



	 	 	 	 	 	 	 

	Borrowers:	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — TULSA LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — WOOLDS CROSS LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NAVAJO REFINING COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





Exhibit G-1





 









 






	 	 	 	 	 	 	 

	 	 	FRONTIER EL DORADO REFINING LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FRONTIER REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	Administrative Agent:	 	UNION BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	Existing Lender:	 	[                                                            ]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Exhibit G-1





 









 








SCHEDULE 1.1




REVOLVING COMMITMENTS AND APPLICABLE PERCENTAGE



	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	 	 	 
	Name of Lender	 	Commitment	 	 	Applicable Percentage	 
	 
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	 
	TOTAL:
	 	$	[                 ]	 	 	 	100.00	%






Schedule 1.1 to Exhibit G-1









 









 








EXHIBIT G-2

TO CREDIT AGREEMENT




FORM OF ADDITIONAL LENDER CERTIFICATE




     THIS ADDITIONAL LENDER CERTIFICATE (this “Certificate”) dated as of [________], is
between [Insert name of Additional Lender] (the “Additional Lender”), HOLLYFRONTIER
CORPORATION, a Delaware corporation (the “Company”), and certain Subsidiaries of the
Company party thereto (together with the Company, each a “Borrower” and collectively
“Borrowers”), and UNION BANK, N.A., in its capacity as administrative agent and collateral
agent for the Lenders and the Issuing Banks (in such capacity, “Administrative Agent”).
Each capitalized term used herein but not otherwise defined shall have the meaning given such term
in the Credit Agreement.



R E C I T A L S




     A. Borrowers have entered into that certain Credit Agreement, dated as of July 1, 2011, among
Borrowers, the lenders from time to time party thereto (the “Lenders”) and Administrative
Agent (as the same may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”).



     B. Borrowers have heretofor requested pursuant to Section 2.3 of the Credit Agreement that the
Total Revolving Commitments be increased by $[_______] by causing the Additional Lender to become a
Lender.



     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1.01 Additional Lender.



          (a) Pursuant to Section 2.3(b) of the Credit Agreement, effective as of the Effective Date
(used herein as defined below), the Additional Lender is hereby added as a Lender under the Credit
Agreement with a Revolving Commitment of $[_______].




          (b) Effective as of the Effective Date, the Additional Lender shall become a Lender for all
purposes of the Credit Agreement and shall have all of the rights and obligations of a Lender
thereunder. The Revolving Commitment of the Additional Lender hereby supplements Schedule 1.1 to
the Credit Agreement, such that after giving effect to the inclusion of the Revolving Commitment of
the Additional Lender contemplated hereby, Schedule 1.1 to the Credit Agreement is amended and
restated to read as set forth on Schedule 1.1 attached hereto.




     Section 1.02 Representations and Warranties; Agreements. The Additional Lender
hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Certificate and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the



Exhibit G-2




 









 




requirements, if any, specified in the Credit Agreement that are required to be satisfied by
it in order to become a Lender under the Credit Agreement, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered thereunder, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Certificate and to acquire its Revolving Commitment on the basis of which it has
made such analysis and decision independently and without reliance on Administrative Agent or any
other Lender, and (v) if the Additional Lender is a Foreign Lender, any documentation required to
be delivered by such Additional Lender pursuant to Section 2.3 of the Credit Agreement has been
duly completed and executed by the Additional Lender and delivered to Borrowers and Administrative
Agent; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent
or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of
the obligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender (including, without limitation, any obligations of it, if any, under Section 2.3 of the
Credit Agreement).




     Section 1.03 Effectiveness. This Certificate shall become effective as of [_____]
(the “Effective Date”), subject to Administrative Agent’s receipt of (a) counterparts of
this Certificate duly executed by the Additional Lender and Borrowers, (b) a processing and
recordation fee of $3,500, and (c) an Administrative Questionnaire duly completed by the Additional
Lender.



     Section 1.04 Counterparts. This Certificate may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Certificate by facsimile or other electronic means shall be
as effective as delivery of a manually executed counterpart of this Certificate.



     Section 1.05 Governing Law. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     Section 1.06 Severability. The illegality or unenforceability of any provision of
this Certificate or any instrument or agreement required hereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions of this Certificate or any
instrument or agreement required hereunder.



     Section 1.07 Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 12.2 of the Credit Agreement; provided that all communications and
notices hereunder to the Additional Lender shall be given to it at the address set forth in its
Administrative Questionnaire.



[SIGNATURE PAGES FOLLOW]




Exhibit G-2




 









 







IN WITNESS WHEREOF, the parties hereto have caused this Certificate to be duly executed as of the
date first written above.




	 	 	 	 	 	 	 

	Borrowers:	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	HOLLY REFINING & MARKETING COMPANY — TULSA LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — WOOLDS CROSS LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NAVAJO REFINING COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





Exhibit G-2




 









 






	 	 	 	 	 	 	 

	 	 	FRONTIER EL DORADO REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FRONTIER REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	Administrative Agent:	 	UNION BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	Additional Lender:	 	[                                                            ]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





Exhibit G-2





 









 








SCHEDULE 1.1




REVOLVING COMMITMENTS AND APPLICABLE PERCENTAGE



	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	 	 	 
	Name of Lender	 	Commitment	 	 	Applicable Percentage	 
	 
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	[                ]
	 	$	[                 ]	 	 	 	[            ]	%
	 
	TOTAL:
	 	$	[                 ]	 	 	 	100.00	%






Schedule 1.1 to Exhibit G-2





 









 








EXHIBIT H

TO CREDIT AGREEMENT




FORM OF REVOLVING NOTE




____________, ____




     FOR VALUE RECEIVED, each of the undersigned, HollyFrontier Corporation, a Delaware corporation
(the “Company”), and certain Subsidiaries of the Company party hereto (collectively with
the Company, “Borrowers” and each, individually, a “Borrower”), jointly and
severally hereby unconditionally promises to pay to the order of [_____________________] (the
“Lender”) the principal sum equal to its Revolving Commitment as set forth in the Credit
Agreement (as hereinafter defined), or, if greater or less, the aggregate unpaid principal amount
of the Loans advanced by the Lender to Borrowers pursuant to the terms of the Credit Agreement,
together with interest on the unpaid principal balance thereof as set forth in the Credit
Agreement, both principal and interest payable as therein provided in lawful money of the United
States of America to Administrative Agent at the place set forth for Administrative Agent on
Schedule 1.1 to the Credit Agreement, or at such other place, as from time to time may be
designated by Administrative Agent in accordance with the Credit Agreement.



     Principal of and interest on this Revolving Note (this “Note”) from time to time
outstanding shall be due and payable as provided in that certain Credit Agreement dated as of July
1, 2011, by and among Borrowers, the Lenders party thereto from time to time and Administrative
Agent (as the same may be amended, restated, amended and restated, supplemented or modified from
time to time, the “Credit Agreement”). Capitalized terms used in this Note have the
respective meanings assigned to them in the Credit Agreement.



     This Note is issued pursuant to and evidences Loans under the Credit Agreement, to which
reference is made for a statement of the rights and obligations of Lender and the duties and
obligations of Borrowers. The Credit Agreement contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events, and for the borrowing,
prepayment, and reborrowing of amounts upon specified terms and conditions.



     The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to
this Note (or on a supplemental schedule) the amounts owing with respect to Loans and the payment
thereof. Failure to make any notation, however, shall not affect the rights of the holder of this
Note or any obligations of Borrowers hereunder or under any other Loan Documents.



     Time is of the essence of this Note. Each Borrower and all endorsers, sureties, and
guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of
protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the
bringing of any suit against any party, and any notice of or defense on account of any extensions,
renewals, partial payments, or changes in any manner of or in this Note or in any of its terms,
provisions and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or after maturity.
Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against,
any liability for the payment of all costs and expenses (including without limitation reasonable
attorneys’ fees) if this Note is collected by or through an attorney-at-law.



Exhibit H




 









 





     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder
of this Note for the use, forbearance, or detention of money advanced hereunder exceed the highest
lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by
Borrowers or inadvertently received by the holder of this Note, such excess shall be returned to
Borrowers or credited as a payment of principal, in accordance with the Credit Agreement. It is
the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not
receive or contract to receive, directly, or indirectly in any manner whatsoever, interest in
excess of that which may be paid by Borrowers under Applicable Law.



     This Note shall be governed by and construed in accordance with the laws of the State of New
York, without giving effect to any conflict of law principles thereof (but giving effect to federal
laws relating to national banks).



[SIGNATURE PAGE FOLLOWS]




Exhibit H






 









 








     EXECUTED as of the date and year first above written.



	 	 	 	 	 	 	 

	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — TULSA LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — WOOLDS CROSS LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NAVAJO REFINING COMPANY, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 	 	 

	 	 	FRONTIER EL DORADO REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FRONTIER REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 










 









 








EXHIBIT I

TO CREDIT AGREEMENT




FORM OF GUARANTEE AND COLLATERAL AGREEMENT




See attached.






 









 







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	 






i









 






	 	 	 	 	 
	 	 	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.







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          (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:  	 	 
	 	 	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:  	 	 
	 	 	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:  	 	 
	 	 	Name:  	Michael C. Jennings	 
	 	 	Title:  	Chief Executive Officer and President	 
	 
	 	

HRM MONTANA LLC


MONTANA RETAIL COMPANY LLC


NAVAJO NORTHERN, INC.


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



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	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
	 

	 	 
	 






SCHEDULE 1 - 1









 






Schedule 2




INVESTMENT ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Bank	 	Account Name	 	Account Number	 	Purpose






SCHEDULE 2 - 1









 





Schedule 3




FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS




Uniform Commercial Code Filings



	 	 	 
	Grantors	 	Filing Office






SCHEDULE 3 - 1









 





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






SCHEDULE 4 - 1









 





Schedule 5




LOCATION OF INVENTORY




Parcels of Real Property owned by a Group Member:




	 	 	 	 	 
	Name of Group Member	 	Location	 	Description of Assets






SCHEDULE 5 - 1









 





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






SCHEDULE 6 - 1 









 





Schedule 7




TRANSMITTING UTILITIES





SCHEDULE 7 — 1




 









 





Schedule 8




MERGERS, CONVERSIONS AND NAME CHANGES




	 	 	 
	Name of Grantor	 	Changes by close of business (July 1, 2011)






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




 











 








EXHIBIT J

TO CREDIT AGREEMENT




FORM OF SWINGLINE NOTE




____________, ____




     FOR VALUE RECEIVED, each of the undersigned, HollyFrontier Corporation, a Delaware corporation
(the “Company”), and certain Subsidiaries of the Company party hereto (collectively with
the Company, “Borrowers” and each, individually, a “Borrower”), jointly and
severally hereby unconditionally promises to pay to the order of [_____________________] (the
“Swingline Lender”), at such place as the Swingline Lender may designate, the principal sum
of FIFTY MILLION DOLLARS AND 00/100 CENTS ($50,000,000) or, if less, the unpaid principal amount of
the Swingline Loans from the Swingline Lender to Borrowers outstanding under the Credit Agreement
(as hereinafter defined), together with interest on the unpaid principal balance thereof as set
forth in the Credit Agreement, both principal and interest payable as therein provided in lawful
money of the United States of America to the Swingline Lender at its Applicable Lending Office (as
defined in the Credit Agreement), or at such other place, as from time to time may be designated by
the Swingline Lender.



     Principal of and interest on this Swingline Note (this “Note”) from time to time
outstanding shall be due and payable as provided in that certain Credit Agreement dated as of July
1, 2011, by and among Borrowers, the Lenders party thereto from time to time and Administrative
Agent (as the same may be amended, restated, amended and restated, supplemented or modified from
time to time, the “Credit Agreement”). Capitalized terms used in this Note have the
respective meanings assigned to them in the Credit Agreement.



     This Note is issued pursuant to and evidences Swingline Loans under the Credit Agreement, to
which reference is made for a statement of the rights and obligations of Lender and the duties and
obligations of Borrowers. The Credit Agreement contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events, and for the borrowing,
prepayment, and reborrowing of amounts upon specified terms and conditions.



     The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to
this Note (or on a supplemental schedule) the amounts owing with respect to Swingline Loans and the
payment thereof. Failure to make any notation, however, shall not affect the rights of the holder
of this Note or any obligations of Borrowers hereunder or under any other Loan Documents.



     Time is of the essence of this Note. Each Borrower and all endorsers, sureties, and
guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of
protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the
bringing of any suit against any party, and any notice of or defense on account of any extensions,
renewals, partial payments, or changes in any manner of or in this Note or in any of its terms,
provisions and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or after maturity.
Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against,
any liability for the payment of all costs and expenses (including without limitation reasonable
attorneys’ fees) if this Note is collected by or through an attorney-at-law.



Exhibit J




 









 





     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder
of this Note for the use, forbearance, or detention of money advanced hereunder exceed the highest
lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by
Borrowers or inadvertently received by the holder of this Note, such excess shall be returned to
Borrowers or credited as a payment of principal, in accordance with the Credit Agreement. It is
the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not
receive or contract to receive, directly, or indirectly in any manner whatsoever, interest in
excess of that which may be paid by Borrowers under Applicable Law.



     This Note shall be governed by and construed in accordance with the laws of the State of New
York, without giving effect to any conflict of law principles thereof (but giving effect to federal
laws relating to national banks).



[SIGNATURE PAGE FOLLOWS]




Exhibit J







 









 








     EXECUTED as of the date and year first above written.



	 	 	 	 	 	 	 

	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLYFRONTIER CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — TULSA LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING COMPANY — WOOLDS CROSS LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NAVAJO REFINING COMPANY, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 	 	 

	 	 	FRONTIER EL DORADO REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FRONTIER REFINING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







 











 





Schedule 1.1




Revolving Commitments



	 	 	 	 	 
	Lender	 	Commitment	 
	Union Bank, N.A.
	 	$	75,000,000	 
	BNP Paribas
	 	$	75,000,000	 
	Bank of America, N.A.
	 	$	65,000,000	 
	Wells Fargo Bank, N.A.
	 	$	65,000,000	 
	Citibank, N.A.
	 	$	50,000,000	 
	Credit Suisse AG, Cayman Islands Branch
	 	$	50,000,000	 
	Deutsche Bank Trust Company Americas
	 	$	50,000,000	 
	Lloyds TSB Bank PLC
	 	$	50,000,000	 
	Morgan Stanley Bank, N.A.
	 	$	50,000,000	 
	RB International Finance (USA) LLC
	 	$	50,000,000	 
	Toronto Dominion (New York), LLC
	 	$	50,000,000	 
	U.S. Bank National Association
	 	$	50,000,000	 
	Compass Bank
	 	$	30,000,000	 
	Capital One, National Association
	 	$	30,000,000	 
	Comerica Bank
	 	$	30,000,000	 
	JPMorgan Chase Bank, N.A.
	 	$	30,000,000	 
	Natixis
	 	$	30,000,000	 
	PNC Bank, National Association
	 	$	30,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	$	30,000,000	 
	UBS AG, Stamford Branch
	 	$	30,000,000	 
	UMB Bank Arizona, N.A.
	 	$	30,000,000	 
	The Frost National Bank
	 	$	25,000,000	 
	Goldman Sachs Lending Partners LLC
	 	$	25,000,000	 
	TOTAL
	 	$	1,000,000,000	 






Schedule 1.1 - 1









 






Schedule 1.2




Designated Customers



Benchmark Resources, Inc.

BP Products North America

BP West Coast Products LLC

Chevron Corporation

Chevron Global Lubricants

Chevron Products Company

ConocoPhillips Company

Costco Wholesale Inc

ExxonMobil Oil Corporation

Honeywell International, Inc.

Morgan Stanley Capital Group, Inc.

SEI Fuel Services

Shell Oil Company

Shell Oil Products US

Shell Trading (US) Company

Total Lubricants Canada, Inc.

Total Lubricants USA, Inc.

UPS Fuel Services, Inc.




Schedule 1.2 - 1









 





Schedule 1.3




Eligible Receivables — U.S. Government Contracts



DLA Energy




Schedule 1.3 - 1









 








Schedule 1.4




Existing Letters of Credit



	 	 	 	 	 	 	 	 	 	 	 
	Beneficiary	 	Issuing Bank	 	LC Number	 	Amount	 	 	Expiration
	Shell Trading (US) Company
	 	Union Bank	 	S318101M	 	$	119,000,000	 	 	08/10/11
	ConocoPhillips Company*
	 	Union Bank	 	S316656M	 	$	80,000,000	 	 	09/10/11
	Chevron Products Company
	 	Union Bank	 	S314705M	 	$	71,000,000	 	 	09/10/11
	CCPS Transportation LLC
	 	Union Bank	 	306S237232	 	$	12,200,000	 	 	12/31/11
	Glencore Ltd*
	 	Union Bank	 	S315072M	 	$	12,300,000	 	 	08/15/11
	Vitol Inc*
	 	Union Bank	 	S317504M	 	$	5,500,000	 	 	08/10/11
	US EPA (Cheyenne)
	 	Union Bank	 	S316406M	 	$	1,900,000	 	 	12/16/11
	Enbridge Pipelines Inc
	 	Union Bank	 	S308485M	 	CAD$1,700,000	 	 	03/03/12
	KDHE
	 	Union Bank	 	306S232687	 	$	685,000	 	 	04/09/12
	Numerous Insurance Companies
	 	Union Bank	 	S304623M	 	$	300,000	 	 	11/01/11
	Zurich American Insurance
Company
	 	Union Bank	 	S312227M	 	$	225,000	 	 	01/10/12
	KDHE
	 	Union Bank	 	S307452M	 	$	100,000	 	 	11/13/11
	ConocoPhillips Canada
Marketing & Trading ULC
	 	Wells Fargo	 	NZS671819	 	$	82,600,000	 	 	09/30/11
	BP Oil Supply Company
	 	Wells Fargo	 	IS0000918	 	$	54,900,000	 	 	07/31/11
	CCPS Transportation LLC
	 	Bank of America	 	3098853	 	$	7,900,000	 	 	03/05/12
	Zurich American Insurance
Company
	 	Bank of America	 	7414568	 	$	1,372,542	 	 	06/01/12
	Pacific Employers Insurance
Company
	 	Bank of America	 	7414569	 	$	340,000	 	 	04/30/12
	NM Self Insurers Guarantee Fund
	 	Bank of America	 	3077312	 	$	200,000	 	 	06/20/12








 




			
	*	 	Cancellation pending.




Schedule 1.4 - 1









 










Schedule 1.5




Immaterial Subsidiaries



None.




Schedule 1.5 - 1









 








Schedule 6.2




Subsidiaries



(a) Legal Name, Jurisdiction of Organization, Type of Entity and Organization Identification Number
for each Borrower and each of its Subsidiary Guarantors:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	Legal Name of Borrower or	 	Jurisdiction of	 	 	 	Identification
	Subsidiary Guarantor	 	Organization	 	Type of Entity	 	Number
	Black Eagle, Inc.
	 	Delaware	 	Corporation	 	0923277
	 
	 	 	 	 	 	 
	Eagle Consolidation LLC
	 	Delaware	 	Limited Liability Company	 	4988402
	 
	 	 	 	 	 	 
	Ethanol Management Company LLC
	 	Delaware	 	Limited Liability Company	 	5004637
	 
	 	 	 	 	 	 
	Frontier El Dorado Refining LLC
	 	Delaware	 	Limited Liability Company	 	3098810
	 
	 	 	 	 	 	 
	Frontier Holdings LLC
	 	Delaware	 	Limited Liability Company	 	4236542
	 
	 	 	 	 	 	 
	Frontier Oil and Refining Company LLC
	 	Delaware	 	Limited Liability Company	 	2079482
	 
	 	 	 	 	 	 
	Frontier Oil Corporation
	 	Wyoming	 	Corporation	 	1980-000139666
	 
	 	 	 	 	 	 
	Frontier Pipeline LLC
	 	Delaware	 	Limited Liability Company	 	2202550
	 
	 	 	 	 	 	 
	Frontier Refining & Marketing LLC
	 	Delaware	 	Limited Liability Company	 	2163960
	 
	 	 	 	 	 	 
	Frontier Refining LLC
	 	Delaware	 	Limited Liability Company	 	2163962
	 
	 	 	 	 	 	 
	Holly Biofuels LLC
	 	Delaware	 	Limited Liability Company	 	4973339
	 
	 	 	 	 	 	 
	HollyFrontier Corporation
	 	Delaware	 	Corporation	 	0410607
	 
	 	 	 	 	 	 
	Holly Payroll Services, Inc.
	 	Delaware	 	Corporation	 	4052098
	 
	 	 	 	 	 	 
	Holly Petroleum, Inc.
	 	Delaware	 	Corporation	 	2179734
	 
	 	 	 	 	 	 
	Holly Realty, LLC
	 	Delaware	 	Limited Liability Company	 	4684449
	 
	 	 	 	 	 	 
	Holly Refining & Marketing Company LLC
	 	Delaware	 	Limited Liability Company	 	3895432
	 
	 	 	 	 	 	 
	Holly Refining & Marketing — Tulsa LLC
	 	Delaware	 	Limited Liability Company	 	4660942
	 
	 	 	 	 	 	 
	Holly Refining & Marketing Company —
Woods Cross LLC
	 	Delaware	 	Limited Liability Company	 	3626422
	 
	 	 	 	 	 	 
	Holly Refining Communications, Inc.
	 	Delaware	 	Corporation	 	3630484






Schedule 6.2 - 1









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	Legal Name of Borrower or	 	Jurisdiction of	 	 	 	Identification
	Subsidiary Guarantor	 	Organization	 	Type of Entity	 	Number
	Holly Transportation LLC
	 	Delaware	 	Limited Liability Company	 	4618058
	 
	 	 	 	 	 	 
	Holly UNEV Pipeline Company
	 	Delaware	 	Corporation	 	4407728
	 
	 	 	 	 	 	 
	Holly Western Asphalt Company
	 	Delaware	 	Corporation	 	3914058
	 
	 	 	 	 	 	 
	Hollymarks, LLC
	 	Delaware	 	Limited Liability Company	 	4684446
	 
	 	 	 	 	 	 
	HRM Montana LLC
	 	Montana	 	Limited Liability Company	 	A169222
	 
	 	 	 	 	 	 
	HRM Realty, LLC
	 	Delaware	 	Limited Liability Company	 	4684448
	 
	 	 	 	 	 	 
	LEA Refining Company
	 	Delaware	 	Corporation	 	827851
	 
	 	 	 	 	 	 
	Montana Retail Company LLC
	 	Delaware	 	Limited Liability Company	 	2850166
	 
	 	 	 	 	 	 
	Navajo Holdings, Inc.
	 	New Mexico	 	Corporation	 	1060094
	 
	 	 	 	 	 	 
	Navajo Northern, Inc.
	 	Nevada	 	Corporation	 	C1148-1978
	 
	 	 	 	 	 	 
	Navajo Pipeline Co., L.P.
	 	Delaware	 	Limited Partnership	 	855544
	 
	 	 	 	 	 	 
	Navajo Pipeline GP, L.L.C.
	 	Delaware	 	Limited Liability Company	 	3418355
	 
	 	 	 	 	 	 
	Navajo Pipeline LP, L.L.C.
	 	Delaware	 	Limited Liability Company	 	3418494
	 
	 	 	 	 	 	 
	Navajo Refining Company, L.L.C.
	 	Delaware	 	Limited Liability Company	 	4380177
	 
	 	 	 	 	 	 
	Navajo Refining GP, L.L.C.
	 	Delaware	 	Limited Liability Company	 	3418360
	 
	 	 	 	 	 	 
	Navajo Western Asphalt Company
	 	New Mexico	 	Corporation	 	786129
	 
	 	 	 	 	 	 
	NK Asphalt Partners d/b/a Holly
Asphalt Company
	 	New Mexico	 	General Partnership	 	GPD2000071301







    (b) Trade Names of each Borrower and its Subsidiary Guarantors:





	 	 	 	 	 
	Legal Name of Borrower or	 	 	 	Jurisdictions Where
	Subsidiary Guarantor	 	Trade Name/ DBA Name	 	Trade Name is Used
	Black Eagle, Inc.

	 	Montana Refining Corporation
	 	Montana
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Washoe county, NV
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Co.
	 	Texas
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Dallas County, TX






Schedule 6.2 - 2









 






	 	 	 	 	 
	Legal Name of Borrower or	 	 	 	Jurisdictions Where
	Subsidiary Guarantor	 	Trade Name/ DBA Name	 	Trade Name is Used
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Utah
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Oklahoma
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Denver, CO
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Maricopa County, AZ
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Arizona
	 
	 	 	 	 
	Navajo Refining Company, L.L.C.

	 	Navajo Refining Company
	 	Texas
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Arizona
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

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

Holly Asphalt Company

	 	Holly Asphalt Company
	 	La Paz County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Greenlee County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Graham County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Gila County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Coconino County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Apache County, Arizona
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Pinal County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Cochise County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Cooke County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Utah
	 
	 	 	 	 
	NK Asphalt Partners

	 	Holly Asphalt Company
	 	Yoakum County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Winkler County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Upton County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Reeves County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Midland County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Martin County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Lubbock County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Hutchinson County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Gaines County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Ector County, TX





Schedule 6.2 - 3









 






	 	 	 	 	 
	Legal Name of Borrower or	 	 	 	Jurisdictions Where
	Subsidiary Guarantor	 	Trade Name/ DBA Name	 	Trade Name is Used
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Mohave County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Crane County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Navajo County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Brewster County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Andrews County, TX
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Elko County, Nevada
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Clark County, Nevada
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Oklahoma
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Colorado
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Sacramento County, CA
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Yuma County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Yavapai County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Santa Cruz County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Pima County, AZ
	 
	 	 	 	 
	NK Asphalt Partners d/b/a 

Holly Asphalt Company

	 	Holly Asphalt Company
	 	Dallas County, TX
	 
	 	 	 	 
	Frontier Pipeline LLC

	 	Cheyenne Refining Pipeline Inc.
	 	Nebraska






     (c) Prior names of each Borrower and each of its Subsidiary Guarantors over the past five (5)
years:



	 	 	 	 	 
	Legal Name of Borrower or	 	 	 	 
	Subsidiary Guarantor	 	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.
	 
	 	 	 	 
	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.






Schedule 6.2 - 4









 






	 	 	 	 	 
	Legal Name of Borrower or	 	 	 	 
	Subsidiary Guarantor	 	Date of Change	 	Description of Name Change
	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
May 31, 2011
	 	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.




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.
	 
	 	 	 	 
	Eagle Consolidation LLC

	 	May 31, 2011
June 30, 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.




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.






Schedule 6.2 - 5









 






	 	 	 	 	 
	Legal Name of Borrower or	 	 	 	 
	Subsidiary Guarantor	 	Date of Change	 	Description of Name Change
	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.
	 
	 	 	 	 
	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.






     (d) Chief executive office(s) and locations of books and records for each Borrower and its
Subsidiary Guarantors:



	 	 	 
	 	 	Address of Chief
	 	 	Executive Office/
	Legal Name of Borrower or Subsidiary	 	Location of Books and
	Guarantor	 	Records
	All Loan Parties 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 Asphalt Company
	 	Artesia, NM 88210








 




			
		(e) Locations of Collateral for each Borrower and its Subsidiary Guarantors:






	 	•	 	See locations listed on Schedule 6.6.






Schedule 6.2 - 6











 





Schedule 6.3




Consents, Etc.




	1.	 	8-K filing with SEC for both Holly and FOC as a result of entry into this Credit Agreement
and the Guarantee and Collateral Agreement.





Schedule 6.3
- 1







 









 








Schedule 6.6




Real Property



     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
	 
	 	 	 	 
	NK Asphalt Partners d/b/a
Holly Asphalt Company

	 	131 S. 57th
Avenue 

Phoenix, AZ 85043

Maricopa County, AZ
	 	Inventory Terminal





Schedule 6.6 - 1



 









 








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

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

In transit






Schedule 6.6 - 2





 












 





	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	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
	 
	 	 	 	 	 	 
	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





Schedule 6.6 - 3





 









 






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

Marketing Company LLC

	 	Northwest
Terminalling Company
(subsidiary of
Chevron)
	 	Boise, ID

Ada County, ID
	 	Inventory Terminal






Schedule 6.6 - 4





 









 






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

Marketing Company LLC

	 	Omaha Airport

Authority
	 	Omaha, NE
	 	Inventory Terminal






Schedule 6.6
- 5





 











 






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

Marketing Company
LLC

	 	HEP Pipeline, L.L.C.
	 	Artesia, NM
	 	Line Fill
	 
	 	 	 	 	 	 




Schedule 6.6
- 6





 









 






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

Marketing Company
LLC

	 	Plains Pipeline
	 	Cushing, OK
	 	Inventory Terminal






Schedule 6.6 - 7




 









 






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

	 	Magellan Pipeline
	 	Doniphan, NE
	 	Inventory Terminal




Schedule 6.6 - 8





 









 






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

	 	Magellan Pipeline
	 	Oklahoma City, OK
	 	Inventory Terminal





Schedule 6.6 - 9





 











 





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

	 	Nustar
	 	Hutchinson, KS
	 	Inventory Terminal






Schedule 6.6 - 10









 






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

	 	Frontier Pipeline
	 	Denver, CO
	 	Line Fill






Schedule 6.6 - 11









 






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

	 	Inter Pipeline Fund
	 	Edmonton, AB
	 	Crude Inventory Inter Cold Lake West PL







Schedule 6.6 - 12











 





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

	 	Plains
	 	Midland, TX
	 	Crude Inventory Plains Basin PL







Schedule 6.6 - 13









 








	 	 	 	 	 	 	 
	Name of Group Member	 	Owner of Location	 	Location	 	Description of Assets
	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 6.6 - 14









 








Schedule 6.7




Labor Matters 



	 	 	 
	Group Member	 	Collective Bargaining Agreements
	Holly Refining & Marketing Company
— Woods Cross LLC

	 	Agreement between Holly Refining &
Marketing — Woods Cross LLC, with a
refinery at Woods Cross, Utah, and
United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy,
Allied Industrial and Service
Workers International Union and its
Local No. 12-578, dated as of March
2, 2009.
	 
	 	 
	Navajo Refining Company, L.L.C.

	 	Agreement between Navajo Refining
Company, L.L.C., with a refinery
located in the City of Artesia,
State of New Mexico, and the
International Union of Operating
Engineers Local No. 351, dated as of
March 30, 2010.
	 
	 	 
	Navajo Refining Company, L.L.C.

	 	Agreement between Navajo Refining
Company, L.L.C., with a refinery
located in Lea County, State of New
Mexico, and the International Union
of Operating Engineers Local No.
351, dated as of March 31, 2010.
	 
	 	 
	Frontier El Dorado Refining LLC

	 	Agreement between Frontier El Dorado
Refining LLC, formerly known as
Frontier El Dorado Refining Company,
and United Steel, Paper and
Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and
Service Workers International Union,
AFL-CIO-CLC (USW) on behalf of Local
#241, dated as of February 4, 2009.
	 
	 	 
	Frontier Refining LLC

	 	Agreement between Frontier Refining
LLC, formerly known as Frontier
Refining Inc., Cheyenne, Wyoming
Refinery and Craft Unions including
Local Union No. 101 of the
International Brotherhood of
Boilermakers, Iron Ship Builders and
Helpers of America, Local Union No.
469 of the United Brotherhood of
Carpenters and Joiners of America;
Local Union No. 415 of the
International Brotherhood of
Electrical Workers; Local Union No.
79 of the Brotherhood of Painters
and Allied Trades; Local Union No.
192 of the United Association of
Journeymen and Apprentices of the
Plumbing and Pipefitting Industry;
Insulators Union; and Local Union
No. 28 of the International
Association of Heat and Frost
Insulators and Asbestos Workers all
of whom are affiliated with their
International Union of the AFL-CIO,
dated as of July 1, 2009.
	 
	 	 
	Frontier Refining LLC

	 	Agreement between Frontier Refining
LLC, formerly known as Frontier
Refining Inc., Cheyenne, Wyoming
Refinery and United Steel, Paper and
Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and
Service Workers International Union
(USW), AFL-CIO and its Local Union
11-574, dated as of July 1, 2009.







Schedule 6.7 - 1











 





Schedule 6.8(a)




Capitalization of Restricted Subsidiaries



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Restricted	 	 
	 	 	 	 	or	 	 
	Holder(s)	 	Issuer	 	Unrestricted	 	Percentage of Equity Interests Owned
	HollyFrontier Corporation

	 	Black Eagle, Inc.
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Eagle Consolidation LLC
	 	Restricted
	 	 	100	%
	Frontier Oil and Refining Company LLC

	 	Ethanol Management Company LLC
	 	Restricted
	 	 	100	%
	Frontier Refining LLC

	 	Frontier El Dorado Refining LLC
	 	Restricted
	 	 	100	%
	Frontier Oil Corporation

	 	Frontier Holdings LLC
	 	Restricted
	 	 	100	%
	Frontier Refining & Marketing LLC

	 	Frontier Oil and Refining Company
LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Frontier Oil Corporation
	 	Restricted
	 	 	100	%
	Frontier Refining & Marketing LLC

	 	Frontier Pipeline LLC
	 	Restricted
	 	 	100	%
	Frontier Holdings LLC

	 	Frontier Refining & Marketing LLC
	 	Restricted
	 	 	100	%
	Frontier Refining & Marketing LLC

	 	Frontier Refining LLC
	 	Restricted
	 	 	100	%
	Holly Biofuels LLC

	 	Holly Biofuels LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Payroll Services, Inc.
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Petroleum, Inc.
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Realty, LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Refining & Marketing

Company LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Refining & Marketing —
Tulsa LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Refining & Marketing
Company — Woods Cross LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Refining Communications,
Inc.
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly Transportation LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Holly UNEV Pipeline Company
	 	Restricted
	 	 	100	%





Schedule 6.8(a) — 1




 









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	Restricted	 	 
	 	 	 	 	or	 	 
	Holder(s)	 	Issuer	 	Unrestricted	 	Percentage of Equity Interests Owned
	Navajo Western Asphalt Company

	 	Holly Western Asphalt Company
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Hollymarks, LLC
	 	Restricted
	 	 	100	%
	Black Eagle, Inc.

	 	HRM Montana LLC
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	HRM Realty, LLC
	 	Restricted
	 	 	100	%
	Navajo Refining Company, L.L.C.

	 	LEA Refining Company
	 	Restricted
	 	 	100	%
	Black Eagle, Inc.;
Navajo Northern, Inc.

	 	Montana Retail Company LLC
	 	Restricted
	 	Black Eagle, Inc. — 50%


Navajo Northern, Inc. — 50%

	HollyFrontier Corporation

	 	Navajo Holdings, Inc.
	 	Restricted
	 	 	100	%
	Navajo Refining Company, L.L.C.

	 	Navajo Northern, Inc.
	 	Restricted
	 	 	100	%
	Navajo Pipeline GP, L.L.C.;
Navajo Pipeline LP, L.L.C.

	 	Navajo Pipeline Co., L.P.
	 	Restricted
	 	Navajo Pipeline GP, L.L.C. — 0.5%


Navajo Pipeline LP, L.L.C. — 99.5%

	Navajo Holdings, Inc.

	 	Navajo Pipeline GP, L.L.C.
	 	Restricted
	 	 	100	%
	Navajo Holdings, Inc.

	 	Navajo Pipeline LP, L.L.C.
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Navajo Refining Company, L.L.C.
	 	Restricted
	 	 	100	%
	HollyFrontier Corporation

	 	Navajo Refining GP, L.L.C.
	 	Restricted
	 	 	100	%
	Navajo Refining Company, L.L.C.

	 	Navajo Western Asphalt Company
	 	Restricted
	 	 	100	%
	Holly Western Asphalt Company;
Navajo Western Asphalt Company

	 	NK Asphalt Partners d/b/a Holly

Asphalt Company
	 	Restricted
	 	Holly Western Asphalt Company — 51%


Navajo Western Asphalt Company — 49%

	Holly Energy Partners — Operating, L.P.
HEP Pipeline GP, L.L.C.

	 	HEP Fin-Tex/Trust-River, L.P.
	 	Unrestricted
	 	Holly Energy Partners — Operating,
L.P. — 99.999%


HEP Pipeline GP, L.L.C. — 0.001%

	Holly Energy Partners, L.P.

	 	HEP Logistics GP, L.L.C.
	 	Unrestricted
	 	 	100	%
	Navajo Pipeline Co., L.P.;


Holly Logistic Services, L.L.C.

	 	HEP Logistics Holdings, L.P.
	 	Unrestricted
	 	Navajo Pipeline Co., L.P. — 99.999%


Holly Logistic Services, L.L.C. — 0.001%

	Holly Energy Partners — Operating, L.P.

	 	HEP Mountain Home, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.
HEP Pipeline GP, L.L.C.

	 	HEP Navajo Southern, L.P.
	 	Unrestricted
	 	Holly Energy Partners — Operating,
L.P. — 99.999% 


HEP Pipeline GP, L.L.C. — 0.001%

	Holly Energy Partners — Operating, L.P.

	 	HEP Operations LLC
	 	Unrestricted
	 	 	100	%





Schedule 6.8(a) — 2





 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Restricted	 	 
	 	 	 	 	or	 	 
	Holder(s)	 	Issuer	 	Unrestricted	 	Percentage of Equity Interests Owned
	Holly Energy Partners — Operating, L.P.
HEP Pipeline GP, L.L.C.

	 	HEP Pipeline Assets, Limited

Partnership
	 	Unrestricted
	 	Holly Energy Partners — Operating,
L.P. — 99.999%
HEP Pipeline GP, L.L.C. — 0.001%

	Holly Energy Partners — Operating, L.P.

	 	HEP Pipeline GP, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	HEP Pipeline, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.
HEP Refining GP, L.L.C.

	 	HEP Refining Assets, L.P.
	 	Unrestricted
	 	Holly Energy Partners — Operating,
L.P. — 99.999%
HEP Refining GP, L.L.C. — 0.001%

	Holly Energy Partners — Operating, L.P.

	 	HEP Refining GP, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	HEP Refining, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	HEP SLC, LLC
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	HEP Tulsa LLC
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	HEP Woods Cross, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners, L.P.

	 	Holly Energy Finance Corp.
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners, L.P.;
HEP Logistics GP, L.L.C.

	 	Holly Energy Partners —
Operating, L.P.
	 	Unrestricted
	 	Holly Energy Partners, L.P. — 99.999%
HEP Logistics GP, L.L.C. — 0.001%

	HEP Logistics Holdings, L.P.
HollyFrontier Corporation and its Affiliates
Publicly Owned

	 	Holly Energy Partners, L.P.
	 	Unrestricted
	 	HEP Logistics Holdings, L.P. — 2%
general partner interest
HollyFrontier Corporation and its
Affiliates — 32.4%
Publicly Owned -65.6%

	HEP Refining, L.L.C.

	 	Holly Energy Storage — Lovington
LLC
	 	Unrestricted
	 	 	100	%
	HEP Tulsa LLC

	 	Holly Energy Storage — Tulsa LLC
	 	Unrestricted
	 	 	100	%
	Navajo Pipeline Co., L.P.

	 	Holly Logistic Services, L.L.C.
	 	Unrestricted
	 	 	100	%
	Holly Logistic Services, L.L.C.

	 	Holly Logistics Limited LLC
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	Lovington-Artesia, L.L.C.
	 	Unrestricted
	 	 	100	%
	Navajo Refining GP, L.L.C.

	 	N18HN Exchange, LLC
	 	Unrestricted
	 	 	100	%
	Holly Energy Partners — Operating, L.P.

	 	Roadrunner Pipeline, L.L.C.
	 	Unrestricted
	 	 	100	%





Schedule 6.8(a) — 3





 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Restricted	 	 
	 	 	 	 	or	 	 
	Holder(s)	 	Issuer	 	Unrestricted	 	Percentage of Equity Interests Owned
	Holly UNEV Pipeline Company;
Sinclair Transportation Company

	 	UNEV Pipeline, LLC (joint venture)
	 	Unrestricted
	 	Holly UNEV Pipeline Company — 75%
Sinclair Transportation Company — 25%

	Wainoco Resources, Inc.

	 	Wainoco Oil & Gas Company
	 	Unrestricted
	 	 	100	%
	Frontier Oil Corporation

	 	Wainoco Resources, Inc.
	 	Unrestricted
	 	 	100	%
	HEP SLC, LLC;
Rocky Mountain Pipeline System LLC

	 	SLC Pipeline LLC (joint venture)
	 	N/A
	 	HEP SLC, LLC -25%
Rocky Mountain Pipeline System LLC — 75%

	Holly Biofuels LLC;
Endicott Biofuels, LLC

	 	Sabine Biofuels II, LLC

(joint venture)
	 	N/A
	 	Holly Biofuels LLC — 50%
Endicott Biofuels, LLC 0 50%







Schedule 6.8(a) — 4





 









 








Schedule 6.8(b)




Options, Warrants, Etc.




	1.	 	Holly Long-Term Incentive Compensation Plan.






	2.	 	Holly Restricted Stock and Performance Share Units.






	3.	 	Holly Restricted Director Stock Units.






	4.	 	FOC Omnibus Incentive Compensation Plan.






	5.	 	FOC Restricted Stock, Stock Unit and Restricted Stock Unit Awards (some of which vested at
the effective time of the merger contemplated by the Merger Agreement and some of which were
assumed by Holly).





Schedule 6.8(b) — 1







 









 








Schedule 6.10




Taxes




	1.	 	Holly has granted a waiver to extend the statutory period of limitations related to Holly’s
2006 and 2007 federal income tax return and Holly’s 2008 Utah excise tax return.






	2.	 	A multi-state audit of Holly’s and FOC’s unclaimed property compliance and reporting is being
conducted for Holly for fiscal year 1981 through the present fiscal year.






	3.	 	A South Dakota motor fuel tax audit is being conducted for FOC for the period of April 2008
through March 2011.






	4.	 	A Utah motor fuel tax audit is being conducted for Holly for the period of January 2008
through December 2010.






	5.	 	A federal income tax audit is currently being conducted or appealed for FOC for fiscal years
2005 through 2009 and for Holly for fiscal years 2006 through 2008.





Schedule 6.10 — 1







 









 








Schedule 6.11




ERISA



	 	 	 
	Plan	 	Description
	The Holly Retirement Plan

	 	A Defined Benefit Plan subject to ERISA requirements. As of
July 1, 2010, this plan is not available to newly hired
employees. Instead, such newly hired employees are
automatically enrolled in the Thrift Plan (see below).
	The Holly Retirement Restoration Plan

	 	An unfunded deferred compensation plan that generally mirrors
the qualified plan.
	Thrift Plan for Employees of Holly
Corporation, Its Affiliates &
Subsidiaries

	 	A Defined Contribution Plan subject to ERISA requirements.
Holly Corporation Employee Stock Ownership Plan merged into
this plan effective as of August 1, 1999.
	Director’s Compensation Plan

	 	An unfunded deferred compensation plan made up of phantom
shares of Holly stock.
	Holly Corporation Tax Credit 

Employee Stock Ownership Plan

	 	Plan terminated effective as of July 1, 1989.
	BlueCross BlueShield Choice PPO 

Medical Plan

	 	A self-insured welfare benefit plan. (coverage through
BlueCross BlueShield)
	BlueCross BlueShield Freedom Dental 

Plan

	 	A self-insured welfare benefit plan. (coverage through
BlueCross BlueShield)
	The Holly Retiree Health Plan

	 	A self-insured health continuation plan closed to new
entrants as of January 1, 2011
	Vision Plan

	 	A self-insured welfare benefit plan (coverage through VSP)
	Health and Wellness Program

	 	A self-insured welfare benefit program (coverage through
BlueCross BlueShield of Texas)
	BlueCross BlueShield 24 Hour Med-Call

	 	A self-insured welfare benefit program. (coverage through
BlueCross BlueShield)
	Flexible Spending Account

	 	A financial account arrangement offered through TaxSaver Plan.
	Employee Assistance Program

	 	A fully insured welfare benefit program. (coverage through
Mental Health Network)
	Basic Group Life Insurance Plan

	 	A fully insured welfare benefit plan. (coverage through Sun
Life of Canada) (employer paid)
	Optional Life Insurance

	 	A fully insured welfare benefit plan. (coverage through Sun
Life of Canada)
	AD&D Insurance Coverage

	 	A fully insured welfare benefit plan. Coverage, if elected by
the employee is included in the Basic Group Life Insurance
Plan. (coverage through Sun Life of Canada)
	Optional AD&D Insurance Plan

	 	A fully insured welfare benefit plan. (coverage through Sun
Life of Canada.)
	Voluntary Long-Term Disability Plan

	 	A fully insured welfare benefit plan. (coverage through
MetLife Ins. Co.)
	Emergency Travel Assistance Services 

Program

	 	Program provides emergency medical and personal assistance
while traveling. (coverage through Sun Life of Canada)
	Short Term Disability Plan (sick pay)

	 	A self-insured welfare benefit plan. Note that sick pay is
included under this plan. (employer paid)
	Short Term Disability Plan (Woods 

Cross) (sick pay)

	 	A self-insured welfare benefit plan covering only employees
of Woods Cross. (employer paid)
	CHUBB Voluntary Accident Insurance

	 	Company funded benefit; employee can buy up to a certain
level to increase coverage.





Schedule 6.11 — 1





 









 






	 	 	 
	Plan	 	Description
	CHUBB Business Travel and
Occupational Hazard (AD&D)

	 	A fully insured welfare benefit program providing
occupational AD&D coverage, including full business hazard
and corporate aircraft.
	Paid Vacation Policy

	 	Company-funded benefit.
	Paid Jury Duty and Civic Duty Policy

	 	Company-funded benefit.
	Paid Bereavement Leave Policy

	 	Company-funded benefit.
	Paid Holiday Policy

	 	Company-funded benefit.
	Tuition Reimbursement Program

	 	Company-funded benefit.
	Scholarship Plan

	 	Company-funded benefit.
	Military, Reserve or National Guard 

Leave

	 	Company-funded benefit.
	Family Medical Leave Act (FMLA)

	 	Unpaid benefit.
	Health Insurance Allowance

	 	To 4 disabled employees who lost coverage when the Navajo
Refining Company union employees began participating in the
International Union of Operating Engineers health plan.
	Workers’ Compensation

	 	Varies by state; depends on relevant state law.
	Navajo Refining Co./Navajo Pipeline
Co. Quarterly Bonus Profit Sharing
Program

	 	Targeted at 5% of pay; based on financial performance of
Navajo Refining Co. and Navajo Pipeline Co.
	Woods Cross Annual Bonus Profit 

Sharing Program

	 	Targeted at 5% of pay; based on financial performance of
Woods Cross
	Employment Agreement with Leland
Brake (NK Asphalt Partners dba Holly
Asphalt Co.)

	 	Written agreement related to full-time employment as an
employee for a term through 12/31/2011, followed by
employment as an independent contractor for a term through
12/31/2014.
	Employment Agreement with Patrick J.
Gribbin (Holly Refining and
Marketing — Tulsa LLC)

	 	Written employment agreement providing long-term incentive
awards, both restricted shares and performance shares, with a
total value of $100,000, subject to board approval and Holly
vesting policies.
	Holly Corporation Stock Option Plan

	 	Stock option plan. This plan was amended and restated as the
Holly Corporation Long-Term Incentive Compensation Plan,
effective as of December 12, 2002.
	Holly Corporation Long-Term 

Incentive Compensation Plan

(formerly designated the Holly 

Corporation 2000 Stock Option Plan)

	 	Plan providing for the grant of various equity and
equity-based awards or grants.
	Holly Corporation Annual Incentive 

Cash Bonus Compensation

	 	Applies to a select group of employees, including named
executive officers. Bonus amount depends on company
performance and Holly’s discretion.
	Change in Control Agreements (Holly 

Corporation)

	 	Agreements provide severance benefits to eligible employees
upon a termination of employment following a change in
control.
	Blue Cross/Blue Shield

	 	Health care plan.
	Superior Vision

	 	Vision insurance plan.
	Frontier Oil Corporation Flexible 

Spending Plan

	 	Flex spending account.
	Frontier Retirement Savings Plan —
all employees

	 	401(k) plan.
	FOC — HR P&P Employee Benefits -
Sick Leave — No. HR201 (Policy)

	 	Sick leave plan.
	2x salary up to $500,000

	 	Basic life insurance






Schedule 6.11 — 2




 









 






	 	 	 
	Plan	 	Description
	FOC — HR P&P Employee Benefits -
Holidays No. HR200 (Policy)

	 	Holidays.
	FOC — HR P&P Employee Benefits -
Vacation No. HR208 (Policy)

	 	Vacations.
	FOC — HR P&P General — Educational
Reimbursement Policy — No. HR415
(Policy)

	 	Education reimbursement program.
	Frontier Deferred Compensation Plan
for directors and employees

	 	Deferred compensation plan.
	Frontier Omnibus Incentive
Compensation Plan and award
agreements thereunder.

	 	Incentive plans.
	Executive Change in Control
Severance Agreements and Executive
Severance Agreements for FOC.

	 	Change in control and severance agreements.






Schedule 6.11 — 3







 









 








Schedule 6.12




Litigation


None.




Schedule 6.12 — 1





 











 










Schedule 6.13




Intellectual Property


Patents.



None.



Trademarks.



Australia




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics, manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils


Class 4 –
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
	 	1399124
(Pending)
(Awaiting Issuance
of Registration
Certificate)
	 	12/10/2010





Canada




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Holly Corporation

	 	HOLLY (word mark)
	 	Providing advertising, marketing and
promotional services for the refined
petroleum products of others; and
petroleum refining
	 	TMA713305
	 	5/1/2008






Schedule 6.13 - 1









 












	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Holly Corporation

	 		 	Providing advertising, marketing and
promotional services for the refined
petroleum products of others; and
petroleum refining
	 	TMA713261
	 	5/1/2008
	 
	Hollymarks, LLC

	 	CIRCO
	 	Lubricating Oil
	 	UCA28371
	 	5/26/1947
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	A plasticizer for rubber
	 	UCA26266
	 	1/6/1947
	 
	Hollymarks, LLC

	 	HYDROLENE
	 	An oil for use in rejuvenation of asphalt
	 	TMA321729
	 	12/12/1986
	 
	Hollymarks, LLC

	 	POLYSEAL
	 	Petroleum wax compositions
	 	TMA115271
	 	9/11/1959
	 
	Hollymarks, LLC

	 	SUN KOTE
	 	Rust preventative coating oil
	 	TMA115272
	 	9/11/1959
	 
	Hollymarks, LLC

	 	SUNDEX
	 	A plasticizer for rubber
	 	UCA29474
	 	2/4/1948
	 
	Hollymarks, LLC

	 	SUNPAR
	 	A paraffinic processed oil series
	 	TMA313281
	 	4/18/1986
	 
	Hollymarks, LLC

	 	SUNPRINT
	 	Process oil for the printing ink trade
	 	TMA313282
	 	4/18/1986
	 
	Hollymarks, LLC

	 	SUNSPRAY
	 	Oils sold for pest control on crops
	 	TMA313284
	 	4/18/1986
	 
	Hollymarks, LLC

	 	SUNTHENE
	 	Petroleum oil for plasticized rubber
	 	TMA161184
	 	2/14/1969
	 
	Hollymarks, LLC

	 	SUNTRANS
	 	Electrical oil for transformers
	 	TMA313285
	 	4/18/1986
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals used in industry,
science; unprocessed artificial resins,
unprocessed plastics, manures; fire
extinguishing compositions; tempering
and soldering preparations; chemicals
for use in the rubber industry; rubber
compounds for industrial use; chemical
additives for oils




Class 4 – Industrial oils and greases;
lubricants; dust absorbing, wetting and
binding compositions; fuels (including
motor spirit) and illuminants; process
oils; non-chemical additives for oils;
preservatives for rubber (oils)
	 	1520476

(Pending)
	 	3/23/2011





China




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 – Industrial oils and rubber process oils
	 	8740594

(Pending)
	 	10/14/2010






Schedule 6.13 - 2









 











Europe1




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 (Original)
– Chemicals used in
industry, science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
Class 1 (Submitted
to OHIM 5-31-11) –
Chemicals for use
in the petroleum
refining, rubber
process and
industrial oil
industry;
unprocessed
artificial resins,
unprocessed
plastics; chemicals
for use in the
rubber
industry;rubber
compounds for
industrial use;
chemical additives
for oil; none of
the aforesaid for
use in electronic
materials and solar
cells industry.
Class 4 –
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
	 	009402711

(Pending)
	 	9/27/2010
	 
	Hollymarks, LLC

	 	HOLLY (word mark)
	 	Class 1 – Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils



Class 4 –
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)



Class 40 –
Treatment of
materials;
filtration and
processing services
for the petroleum
and oil industry;
refining services
of fuel, oil, crude
oil, gas,
petrochemical and
petroleum
	 	009606708

(Pending)
	 	12/17/2010





 




			
	1	 	Austria, Belgium, Bulgaria, Cyprus, Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland,
Italy, Latvia, Lithuoania, Luxembourg, Malta, Netherlands, Poland, Portugal,
Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom



Schedule 6.13 - 3









 










	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	FLAME DESIGN


	 	Class 1 – Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
Class 4 –
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
Class 40 –
Treatment of
materials;
filtration and
processing services
for the petroleum
and oil industry;
refining services
of fuel, oil, crude
oil, gas,
petrochemical and
petroleum
	 	009606724

(Pending)
	 	12/17/2010





Hong Kong




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 –
Industrial oils and
greases;
lubricants;
dust-absorbing,
wetting, and
binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils);
industrial oils,
rubber process oils
	 	301741699 
	 	10/20/2010
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
	 	301865746

(Pending)
	 	03/22/2011





India




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals for use in the petroleum
refining, rubber process and industrial oil
industry; unprocessed, artificial resins,
unprocessed plastics; chemicals for use in the
rubber industry;rubber compounds for industrial
use; chemical additives for oil; none of the
aforesaid for use in electronic materials and
solar cells industry.
	 	2120885

(Pending)
	 	3/24/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 – Industrial oils and rubber process oils
	 	2046107

(Pending)
	 	10/28/2010






Schedule 6.13 - 4









 









Indonesia




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals
for use in the
petroleum refining,
rubber process and
industrial oil
industry;
unprocessed,
artificial resins,
unprocessed
plastics; chemicals
for use in the
rubber
industry;rubber
compounds for
industrial use;
chemical additives
for oil; none of
the aforesaid for
use in electronic
materials and solar
cells industry.
	 	D00 2011 011702

(Pending)
	 	3/2/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 –
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
	 	D00 2010 038656

(Pending)
	 	10/28/2010





Japan




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 – Industrial oils and rubber process oils
	 	5392086 
	 	2/18/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals for use in petroleum
refining, rubber process and industrial oil
industry; unprocessed artificial resins,
unprocessed plastics; chemicals for use in the
rubber industry; rubber compounds for industrial
use; chemical additives for oils; none of the
aforesaid for use in electronic materials and
solar cells industry
	 	2011-19959

(Pending)
	 	03/22/2011






Schedule 6.13 - 5









 

 






Korea




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 –
Industrial
chemicals for use
in petroleum
refining, rubber
processing and
industrial oil
industry (not for
use in electronic
materials and solar
cells industry);
unprocessed
artificial resins
(not for use in
electronic
materials and solar
cells industry),
unprocessed
plastics (not for
use in electronic
materials and solar
cells industry);
industrial
chemicals for use
in the rubber
industry (not for
use in electronic
materials and solar
cells industry);
rubber chemical
compounds for
industrial use (not
for use in
electronic
materials and solar
cells industry);
chemical additives
for industrial oil
(not for use in
electronic
materials and solar
cells industry)
	 	(Pending)
	 	3/22/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 –
Industrial oils and
rubber process oils
for industrial
purposes
	 	40-2010-53495

(Pending)
	 	10/19/2010





Mexico




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Holly Corporation

	 	HOLLY (word mark)
	 	Class 35 – Providing advertising,
marketing and promotional services for
the refined petroleum products of
other
	 	1006695 
	 	10/16/2007
	 
	Holly Corporation

	 	HOLLY (word mark)
	 	Class 40 – Petroleum refining
	 	1006159 
	 	10/11/2007
	 
	Holly Corporation

	 		 	Class 35 – Providing advertising,
marketing and promotional services for
the refined petroleum products of
others
	 	1004873 
	 	9/28/2007
	 
	Holly Corporation

	 		 	Class 40 – Petroleum refining
	 	1004874 
	 	9/28/2007
	 
	Hollymarks, LLC

	 	SUNPAR
	 	Class 4 – Oils and greases (not edible)
	 	400300 
	 	9/30/1991
	 
	Hollymarks, LLC

	 	SUNSPRAY
	 	Class 5 – Products for destroying
vermin, fungicides and herbicides
	 	764992 
	 	10/28/2002
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals for use in the
rubber industry; rubber compounds for
industrial use; chemical additives for
oils
	 	1166193 (Pending) 
	 	3/25/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 – Industrial process oils;
non-chemical additives for oils;
preservatives for rubber (oils)
	 	1166195 (Pending) 
	 	3/25/2011






Schedule 6.13 - 6









 









Philippines




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals
used in industry,
science,
unprocessed
artificial resins,
unprocessed
plastics; manures,
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry, rubber
compounds for
industrial use;
chemical additives
for oils
	 	4-2011-003378

(Pending)
	 	3/24/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 –
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils).
	 	4-2010-013927

(Pending)
	 	12/22/2010





Taiwan




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals
used in industry,
science,
unprocessed
artificial resins,
unprocessed
plastics; manures,
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry, rubber
compounds for
ndustrial use;
chemical additives
for oils
Class 4 –
Industrial oils and
greases;
lubricants;
dust-absorbing,
wetting, and
binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils);
industrial oils,
rubber process oils
	 	099053873

(Pending)
	 	10/29/2010






Schedule 6.13 - 7









 









Thailand




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals for use in the petroleum
refining, rubber process and industrial oil
industry, science, unprocessed artificial
resins, unprocessed plastics, chemicals for
use in the rubber industry; rubber compounds
for industrial use; chemical additives for
oils, none of the aforesaid for use in the
electronic materials and solar cells
industry.
	 	800963

(Pending)
	 	3/24/2011
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 – Industrial oils, rubber process oils
	 	787272

(Pending)
	 	11/11/2010





United States




	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Holly Corporation

	 	HOLLY (word mark)
	 	Class 35 – Providing advertising, marketing
and promotional services for the refined
petroleum products of other
Class 40 – Petroleum refining
	 	3281875 
	 	8/21/2007
	 
	Holly Corporation

	 		 	Class 35 – Providing advertising, marketing
and promotional services for the refined
petroleum products of other
Class 40 – Petroleum refining
	 	3282206 
	 	8/21/2007
	 
	Holly Logistic 

Services, LLC

	 	HOLLY ENERGY

PARTNERS
	 	Class 39 – Transportation and terminalling of
petroleum products
	 	3036845 
	 	12/27/2005
	 
	Hollymarks, LLC

	 	CIRCO
(stylized)

	 	Class 4 – Lubricating oil sold for special
industrial uses
	 	442163 
	 	3/1/1949
	 
	Hollymarks, LLC

	 	CIRCOSOL
(stylized)

	 	Class 1 – Plasticizer for rubber
	 	0425145 
	 	11/5/1946
	 
	Hollymarks, LLC

	 	HYDROLENE
	 	Class 4 – Asphalt oils, asphalt recycling
oils, and oils used for modification of
asphalt and emulsified asphalt products
	 	2308748 
	 	1/18/2000
	 
	Hollymarks, LLC

	 	POLYSEAL
(stylized)

	 	Class 4 – Petroleum was compositions for
impregnating and coating paper
	 	637361 
	 	11/20/1956






Schedule 6.13 - 8









 










	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Hollymarks, LLC

	 	SUN AG OIL
	 	Class 4 – Refined mineral oil for use as
carrier for herbicides in weed-killing spray
oils
	 	1401800 
	 	7/22/1986
	 
	Hollymarks, LLC

	 	SUNFLEX
	 	Class 4 – Process oil primarily used in the
processing of rubber
	 	1712590 
	 	9/1/1992
	 
	Hollymarks, LLC

	 	SUNPAR
	 	Class 4 – Petroleum oil for plasticizing rubber
	 	0829679 
	 	6/6/1967
	 
	Hollymarks, LLC

	 	SUNSPRAY
	 	Class 5 – Insecticide
	 	0976588 
	 	1/15/1974
	 
	Hollymarks, LLC

	 	SUNTEC
	 	Class 4 – Mineral oil and lubricating oil for
industrial purposes
	 	3703566 
	 	10/27/2009
	 
	Hollymarks, LLC

	 	SUNTHENE
	 	Class 4 – Petroleum oil for plasticizing rubber
	 	0781961 
	 	12/22/1964
	 
	Hollymarks, LLC

	 	SUNTHENE
	 	Class 4 – Compositions containing petroleum
oil for use as processing oils in the
manufacture of textiles, cordage, adhesives,
inks and carbon paper, wood-treating
compounds, caulking and sealant compound,
floor oils and sweeping compounds and other
products
	 	1331579 
	 	4/23/1985
	 
	Hollymarks, LLC

	 	SUNTRANS
	 	Class 4 – Industrial Oil
	 	3730040 
	 	12/22/2009
	 
	Hollymarks, LLC

	 	SUNWAX
(stylized)

	 	Class 1 – Microcrystalline and crystalline
petroleum was and having a general use in
industry
	 	0433512 
	 	10/14/1947
	 
	Hollymarks, LLC

	 	ULTRA-FINE
	 	Class 5 – Insecticide for domestic and
agricultural use
	 	1765525 
	 	4/20/1983
	 
	Frontier Refining &
Marketing Inc.

	 		 	Class 4 – Gasoline and diesel fuel
	 	0673081 
	 	1/27/1959






Schedule 6.13 - 9









 










	 	 	 	 	 	 	 	 	 
	Owner	 	Mark	 	Goods	 	Reg. No./App No.	 	Reg. Date/App Date
	Frontier Oil Corporation

	 		 	Class 4 – Diesel fuel
	 	2674938 
	 	1/14/2003
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 1 – Chemicals used in industry, science;
unprocessed artificial resins, unprocessed
plastics, manures; fire extinguishing
compositions; tempering and soldering
preparations; chemicals for use in the rubber
industry; rubber compounds for industrial use;
chemical additives for oils
	 	85278950
(Pending) 
	 	3/28/2011
(Priority filing
date 9/28/2010
based on CTM App.
No. 9402711)
	 
	Hollymarks, LLC

	 	CIRCOSOL
	 	Class 4 – Industrial oils and greases;
lubricants; dust absorbing, wetting and
binding compositions; fuels (including motor
spirit) and illuminants; process oils;
non-chemical additives for oils; preservatives
for rubber (oils)
	 	85278969
(Pending) 
	 	3/28/2011
(Priority filing
date 9/28/2010
based on CTM App.
No. 9402711)
	 
	Holly Corporation

	 	HOLLYFRONTIER

CORPORATION
	 	Class 40 – Petroleum refining.
	 	85261031
(Pending) 
	 	3/8/2011





Copyrights.




	 	 	 	 	 
	Title	 	Registration Number	 	Date of Registration
	Holly Group 1 Above All Others

(Jet Window unpublished)

	 	VAu 1-059-268
	 	3/10/2011
	 
	A Company About to Make a Name for
Itself in Lubricants

	 	VA 1-766-184
	 	3/24/2011






Schedule 6.13 - 10









 










	 	 	 	 	 
	Title	 	Registration Number	 	Date of Registration
	Base Oils of Choice

	 	VA 1-766-277
	 	3/24/2011
	 
	Process Oils of Choice

	 	VA 1-766-174
	 	3/24/2011
	 
	Go ahead, drop it right in

	 	VA 1-766-278
	 	3/24/2011
	 
	There’s Protection...and then there’s 

Holly protection

	 	VA 1-766-279
	 	3/24/2011
	 
	Hollylubricants.com website screen shots

	 	Pending
	 	Filed 3/24/2011
	 
	Jet Window Wall Chart Ad

	 	Pending
	 	Filed 4/26/2011












Schedule 6.13 - 11











 





Schedule 6.15




Environmental Matters


None.




Schedule 6.15 – 1



 









 





Schedule 6.21




Deposit 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 6.21 -  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 6.21 -  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
	 	 	 
	 	 	 	 	 	 





Lockboxes




	 	 	 	 	 
	Loan Party	 	Name and Address of Depository 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 6.21 -  3




 









 








Schedule 8.14




Unrestricted Subsidiaries



HEP Fin-Tex/Trust-River, L.P.

HEP Logistics GP, L.L.C.

HEP Logistics Holdings, L.P.

HEP Mountain Home, L.L.C.

HEP Navajo Southern, L.P.

HEP Operations LLC

HEP Pipeline Assets, Limited Partnership

HEP Pipeline GP, L.L.C.

HEP Pipeline, L.L.C.

HEP Refining Assets, L.P.

HEP Refining GP, L.L.C.

HEP Refining, L.L.C.

HEP SLC, LLC

HEP Tulsa LLC

HEP Woods Cross, L.L.C.

Holly Energy Finance Corp.

Holly Energy Partners — Operating, L.P.

Holly Energy Partners, L.P.

Holly Energy Storage — Lovington LLC

Holly Energy Storage — Tulsa LLC

Holly Logistic Services, L.L.C.

Holly Logistics Limited LLC

Lovington-Artesia, L.L.C.

N18HN Exchange, LLC

Roadrunner Pipeline, L.L.C.

UNEV Pipeline,
LLC2

Wainoco Oil & Gas Company

Wainoco Resources, Inc.






 




			
	2	 	75% owned by Holly UNEV Pipeline Company






Schedule 8.14 -  1


 









 










Schedule 8.16




Post Closing Undertakings




     Not later than the date listed in the table below (or such later date as the Administrative
Agent may agree in writing in its sole discretion), deliver, or cause to be delivered, to
Administrative Agent the following:




	 	 	 
	Deadline	 	Item
	July 1, 2011 prior to
or substantially
simultaneously with the
Closing Date

	 	Certified charter for HollyFrontier Corporation
from the Secretary of State of the State of
Delaware.
	 
	 	 
	 

	 	Good Standing Certificates for the following
Loan Parties from the Secretary of State of such
entity’s jurisdiction of formation:
	 

	 	1. Frontier Refining LLC

2. Frontier El Dorado Refining LLC

3. Ethanol Management Company LLC

4. Frontier Oil and Refining Company LLC

5. Frontier Pipeline LLC

6. Frontier Refining & Marketing LLC

7. Frontier Holdings LLC

	 
	 	 
	 

	 	Good standing certificates and certified
charter documents for the following Loan
Parties from the Secretary of State of such
entity’s jurisdiction of formation:
	July 8, 2011

	 	1. Navajo Holdings, Inc.

2. Navajo Western Asphalt Company

3. HRM Montana LLC

	 
	 	 
	July 18, 2011

	 	To the extent not delivered on or prior to the
Closing Date, foreign qualifications for the
following Loan Parties in each jurisdiction
where its ownership, lease or operation of
properties or the conduct of its business
requires such qualification, except to the
extent that the failure to be so qualified could
not reasonably be expected to have a Material
Adverse Effect.

Holly Corporation

Holly Refining & Marketing Company LLC

Navajo Refining Company, L.L.C.

Holly Payroll Services, Inc.

Holly Petroleum, Inc.

Holly Realty, LLC

Holly Refining Communications, Inc.

Holly Transportation LLC

Holly Western Asphalt Company

HRM Realty, LLC

Lea Refining Company

Navajo Western Asphalt Company

Navajo Refining Company, L.L.C.
	 
	 	 






Schedule 8.16 -  1


 









 






	 	 	 
	Deadline	 	Item
	 

	 	A list, reasonably satisfactory to
Administrative Agent, certified by a Responsible
Officer of each Loan Party of each Loan Party’s
material licensed intellectual property
(including trademarks, patents, copyrights or
other intellectual property), indicating the
type of intellectual property, the applicable
registration number, and the date of
registration and the name and address of the
licensor.




	 

	 	An executed Intellectual Property Security
Agreement, in form reasonably acceptable to
Administrative Agent.

	 

	 	Insurance Endorsements, in form reasonably
acceptable to Administrative Agent, as required
by Section 5.3 of the Guarantee and Collateral
Agreement.



	August 1, 2011

	 	Foreign Qualifications for each Loan Party that
convert into a limited liability company on June
30, 2011 in each jurisdiction where its
ownership, lease or operation of properties or
the conduct of its business requires such
qualification, except to the extent that the
failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect.







Schedule 8.16 -  2


 









 






Schedule 9.1(d)




Existing Indebtedness




	1.	 	Existing Senior Notes (as defined in the Credit Agreement).







Schedule 9.1(d) -  1


 











 





Schedule 9.2(f)




Existing Liens




	1.	 	Other Liens:






	 	a.	 	Colorado:






	 	i.	 	Ethanol Management Company LLC in favor of Archer
Daniels Midland Company






	 	•	 	File No. 19882010384, filed 03/01/88, Continuation filed
02/08/93, Continuation filed 12/29/97,
Continuation filed 01/22/03
	 
	 	•	 	Collateral: Leased Equipment






	 	b.	 	Delaware:






	 	i.	 	Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.






	 	•	 	File No. 32318973, filed 09/08/03, Continuation filed 07/29/08
	 
	 	•	 	Collateral: Leased Equipment






	 	ii.	 	Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.






	 	•	 	File No. 32427352, filed 09/18/03, Continuation filed 07/29/08
	 
	 	•	 	Collateral: Leased Equipment






	 	iii.	 	Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.






	 	•	 	File No. 64119475, filed 11/28/06
	 
	 	•	 	Collateral: Leased Equipment






	 	iv.	 	Frontier El Dorado Refining LLC in favor of CIT
Technologies Corporation






	 	•	 	File No. 64141354, filed 11/29/06
	 
	 	•	 	Collateral: Leased Equipment






	 	v.	 	Frontier El Dorado Refining LLC in favor of CIT
Technologies Corporation






	 	•	 	File No. 74440342, filed 11/21/07
	 
	 	•	 	Collateral: Leased Equipment






	 	vi.	 	Frontier El Dorado Refining LLC in favor of
ImageQuest, Inc.






	 	•	 	File No. 74621974, filed 12/07/07, Amendment filed 03/06/08
	 
	 	•	 	Collateral: Leased Equipment






	 	vii.	 	Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.








Schedule 9.2(f) - 1









 










	 	•	 	File No. 90268943, filed 01/27/09
	 
	 	•	 	Collateral: Leased Equipment






	 	viii.	 	Frontier El Dorado Refining LLC in favor of De
Lage Landen Financial Services, Inc.






	 	•	 	File No. 91579322, filed 05/19/09
	 
	 	•	 	Collateral: Leased Equipment






	 	ix.	 	Frontier El Dorado Refining LLC in favor of
ImageQuest, Inc.






	 	•	 	File No. 01852775, filed 05/26/10
	 
	 	•	 	Collateral: Copiers






	 	x.	 	Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.






	 	•	 	File No. 11086704, filed 03/24/11
	 
	 	•	 	Collateral: Leased Equipment






	 	xi.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.






	 	•	 	File No. 31658767, filed 06/27/03, Amendment filed 06/22/04,
Amendment filed 06/22/04, Continuation filed 02/15/08, Termination
filed 09/11/09
	 
	 	•	 	Collateral:






	 	xii.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.






	 	•	 	File No. 40748089, filed 03/17/04, Continuation filed 11/11/08
	 
	 	•	 	Collateral: Leased Equipment






	 	xiii.	 	Frontier Refining & Marketing LLC in favor of CFS
Air, LLC






	 	•	 	File No. 52598762, filed 08/19/05, Continuation filed 05/17/10
	 
	 	•	 	Collateral: Citation Airplane






	 	xiv.	 	Frontier Refining & Marketing LLC in favor of Air
Liquide Industrial U.S. LP






	 	•	 	File No. 52909910, filed 09/20/05, Amendment filed 02/06/09,
Continuation filed 04/08/10
	 
	 	•	 	Collateral: Leased Equipment






	 	xv.	 	Frontier Refining & Marketing LLC in favor of Raven
Funding LLC






	 	•	 	File No. 53254464, filed 10/20/05, Continuation filed 07/14/10
	 
	 	•	 	Collateral: Leased Equipment






	 	xvi.	 	Frontier Refining & Marketing LLC in favor of
Forsythe/McArthur Associates, Inc.






	 	•	 	File No. 63153905, filed 09/12/06, Continuation filed 04/12/11




Schedule 9.2(f) - 2









 












	 	•	 	Collateral: Leased Equipment






	 	xvii.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Oliver-Allen Technology Leasing






	 	•	 	File No. 64242145, filed 12/06/06
	 
	 	•	 	Collateral: Leased Equipment






	 	xviii.	 	Frontier Refining & Marketing LLC in favor of U.S. Bancorp Equipment
Finance, Inc.






	 	•	 	File No. 81821840, filed 05/28/08, Amendment filed 06/23/08
	 
	 	•	 	Collateral: Leased Equipment






	 	xix.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.






	 	•	 	File No. 83362892, filed 10/03/08
	 
	 	•	 	Collateral: Leased Equipment






	 	xx.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.






	 	•	 	File No. 84016935, filed 12/03/08, Amendment filed 01/29/09
	 
	 	•	 	Collateral: Leased Equipment






	 	xxi.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.






	 	•	 	File No. 90201647, filed 01/21/09
	 
	 	•	 	Collateral: Leased Equipment






	 	xxii.	 	Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.






	 	•	 	File No. 90201654, filed 01/21/09, Amendment filed 04/27/10
	 
	 	•	 	Collateral: Leased Equipment






	 	xxiii.	 	Frontier Refining & Marketing LLC in favor of Tygris Vendor Finance,
Inc.






	 	•	 	File No. 90940962, filed 03/25/09
	 
	 	•	 	Collateral: Leased Equipment






	 	xxiv.	 	Frontier Refining & Marketing LLC in favor of
Wells Fargo Financial Leasing, Inc.






	 	•	 	File No. 04538827, filed 12/21/10
	 
	 	•	 	Collateral: Leased Equipment






	 	xxv.	 	Frontier Refining & Marketing LLC in favor of
Macquarie Equipment Finance, LLC






	 	•	 	File No. 04543454, filed 12/22/10
	 
	 	•	 	Collateral: Computer Equipment




Schedule 9.2(f) - 3









 












	 	xxvi.	 	Frontier Refining & Marketing LLC in favor of
Macquarie Equipment Finance, LLC






	 	•	 	File No. 04555094, filed 12/22/10
	 
	 	•	 	Collateral: Computer Equipment






	 	xxvii.	 	Frontier Refining LLC in favor of Ameritech Credit Corporation






	 	•	 	File No. 40454258, filed 01/30/04, Continuation filed 10/17/08
	 
	 	•	 	Collateral: Leased Equipment






	 	xxviii.	 	Frontier Refining LLC in favor of Ameritech Credit Corporation






	 	•	 	File No. 40454324, filed 01/30/04, Continuation filed 10/17/08
	 
	 	•	 	Collateral: Leased Equipment






	 	xxix.	 	Frontier Refining LLC in favor of General Electric
Capital Corporation






	 	•	 	File No. 70541150, filed 02/12/07
	 
	 	•	 	Collateral: Leased Equipment






	 	xxx.	 	HollyFrontier Corporation, successor in interest to
Holly Corporation, in favor of Marlin Business Bank






	 	•	 	File No. 11820813, filed 05/13/11
	 
	 	•	 	Collateral: Leased Equipment — Copiers, printers and other
computer equipment






	 	xxxi.	 	Navajo Refining Company, L.L.C., Navajo Refining
GP, L.L.C. and HollyFrontier Corporation, successor in interest to Navajo
Refining, LP, L.L.C., in favor of IKON Financial Svcs






	 	•	 	File No. 81270097, filed 04/11/08, Amendment filed 11/11/08
	 
	 	•	 	Collateral: Leased equipment






	 	xxxii.	 	Navajo Refining Company, L.L.C., Navajo Refining GP, L.L.C. and
HollyFrontier Corporation, successor in interest to Navajo Refining, LP,
L.L.C., in favor of GreatAmerica Leasing Corporation






	 	•	 	File No. 82537312, filed 07/23/08
	 
	 	•	 	Collateral: Various Canon copiers, scanners, and fax machines






	 	xxxiii.	 	HollyFrontier Corporation, successor in interest to Navajo Refining,
LP, L.L.C., in favor of Tower Tech, Inc.






	 	•	 	File No. 52790781, filed 9/9/05
	 
	 	•	 	Collateral: Specific equipment, including cooling towers and
in-line panels






	 	c.	 	New Mexico:






	 	i.	 	HollyFrontier Corporation, successor in interest to
Navajo Refining Company, LP, L.L.C., in favor of Air Liquide Industrial
U.S. LP




Schedule 9.2(f) - 4









 












	 	•	 	File No. 20060013945A, filed 7/17/06; Continuation filed 6/10/2011
	 
	 	•	 	Collateral: Vessel Serial # 1158, Low Temp Manifold Serial #
000949, Control Unit Serial # 28766, Vaporizer F8937-1-4, EZ PAD
Serial # 10x15x16






	 	d.	 	Utah:






	 	i.	 	Holly Refining & Marketing Company LLC in favor of
Revco Leasing Company






	 	•	 	File No. 359731200901, filed 3/09/09
	 
	 	•	 	Collateral: Copiers, scanners and other computer equipment






	 	ii.	 	Holly Refining & Marketing Company LLC in favor of
Revco Leasing Company






	 	•	 	File No. 344466200801, filed 5/23/08
	 
	 	•	 	Collateral: Copiers, scanners and other computer equipment




Schedule 9.2(f) - 5









 











Schedule 9.6




Investments




	1.	 	1,000,000 shares of Connacher common stock (0.22% of outstanding equity
interests).3
	 
	2.	 	$267,000,000 Investment in UNEV Pipeline.
	 
	3.	 	$10,000,000 Investment in Sabine Biofuels II, LLC, a joint venture, by HollyBiofuels LLC with
Endicott Biofuels, LLC to help address renewable fuel standards.







 




			
	3	 	Holly received such stock as part of the
consideration from the sale of the Montana refinery assets owned by HRM Montana
LLC, formerly known as Montana Refining Company, a Partnership, in April 2006.






Schedule 9.6 - 1











 





Schedule 9.8




Affiliate Transactions



	 	 	 	 	 
	No.	 	INTERCOMPANY AGREEMENT
	 	 	 	 	MLP IPO Transaction (2004)

	 	 	 	 	 

	 	1	 	 	CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 13, 2004, by and between HollyFrontier
Corporation, formerly known as Holly Corporation, Navajo Pipeline Co., L.P., Holly Logistic Services,
L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C., HEP Operating
Company, LP, HEP Mountain Home, L.L.C., Navajo Refining Company, L.P., Lorefco, Inc., HEP Refining, L.L.C.,
HEP Refining GP, L.L.C., HEP Refining Assets, L.P., GEP Pipeline, L.L.C., HEP Pipeline GP, L,L.C., HEP
Pipeline Assets, Limited Partnership, Woods Cross Refining Company, L.L.C., HEP Woods Cross, L.L.C., and
HEP Navajo Southern, L.P.

	 	 	 	 	 

	 	2	 	 	PIPELINES AND TERMINALS AGREEMENT dated as of July 13, 2004, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, Navajo Refining Company, L.P., Holly Refining & Marketing Company,
Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics
GP, L.L.C., and HEP Operating Company, LP.

	 	 	 	 	 

	 	 	 	 	Intermediate Pipelines Transaction (2005)

	 	 	 	 	 

	 	3	 	 	PURCHASE AND SALE AGREEMENT, dated as of July 6, 2005, by and between HollyFrontier Corporation, formerly
known as Holly Corporation, and Navajo Pipeline Co., L.P., as Seller Parties, and Holly Energy Partners,
L.P., Holly Energy Partners-Operating, L.P. and HEP Pipeline, L.L.C., as Buyer Parties.

	 	 	 	 	 

	 	4	 	 	SIDE LETTER AGREEMENT RE: INSTALLATION OF PUMP STATION ON INTERMEDIATE PIPELINES, dated as of July 6, 2005,
by and between HollyFrontier Corporation, formerly known as Holly Corporation, and Holly Energy Partners,
L.P.

	 	 	 	 	 

	 	5	 	 	ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of July 8, 2005, by and between Navajo Pipeline Co., L.P.,
Navajo Refining Company, L.P., and HEP Pipeline, L.L.C.

	 	 	 	 	 

	 	6	 	 	CONTRIBUTION AGREEMENT, dated as of July 8, 2005, by and between HollyFrontier Corporation, formerly known
as Holly Corporation, Navajo Pipeline Co., L.P. and Navajo Refining Company, L.P., as Transferor Parties,
and Holly Energy Partners, L.P., Holly Energy Partners Operating, L.P. and HEP Pipeline, L.L.C., as
Transferee Parties.

	 	 	 	 	 

	 	7	 	 	PIPELINES AGREEMENT, dated as of July 8, 2005, by and between HollyFrontier Corporation, formerly known as
Holly Corporation, Navajo Refining Company, L.P., Holly Energy Partners, L.P., Holly Energy
Partners Operating, L.P., HEP Pipeline, L.L.C., HEP Logistics Holdings, L.P., Holly Logistic Services,
L.L.C., and HEP Logistics GP, L.L.C.

	 	 	 	 	 

	 	7A	 	 	AMENDED AND RESTATED INTERMEDIATE PIPELINES AGREEMENT, dated as of June 1, 2009, by and between
HollyFrontier Corporation, formerly known as Holly Corporation, Holly Refining & Marketing Company LLC (as
successor in interest to Navajo Refining Company, L.L.C.), Holly Energy Partners, L.P., Holly Energy
Partners Operating, L.P., HEP Pipeline, L.L.C., Lovington Artesia, L.L.C., HEP Logistics Holdings, L.P.,
Holly Logistic Services, L.L.C., HEP Logistics GP, L.L.C., and HEP Logistics GP, L.L.C., as AMENDED BY THAT
CERTAIN AMENDMENT to Amended and Restated Intermediate Pipelines Agreement, dated as of December 9, 2010.

	 	 	 	 	 

	 	 	 	 	Drop Down Assets Transaction (2008)

	 	 	 	 	 

	 	8	 	 	PURCHASE AND SALE AGREEMENT, dated as of February 25, 2008, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, Navajo Pipeline Co., L.P., Woods Cross Refining Company, L.L.C. and
Navajo Refining Company, L.L.C., as Seller Parties, and Holly Energy Partners, L.P., Holly Energy Partners
Operating, L.P., HEP Woods Cross, L.L.C and HEP Pipeline, L.L.C., as Buyer Parties.

	 	 	 	 	 

	 	9	 	 	ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 29, 2008, by and between Navajo Pipeline Co.,
L.P., Woods Cross Refining Company, L.L.C., Navajo Refining Company, L.L.C., HEP Woods Cross, L.L.C., and
HEP Pipeline, L.L.C.

	 	 	 	 	 

	 	10	 	 	CONTRIBUTION AGREEMENT, dated as of February 29, 2008, by and between HollyFrontier Corporation, formerly
known as Holly Corporation, Navajo Pipeline Co., L.P., Woods Cross Refining Company, L.L.C. and Navajo
Refining Company, L.L.C., as Transferor Parties, and Holly Energy Partners, L.P., Holly Energy Partners
Operating, L.P., HEP Woods Cross, L.L.C. and HEP Pipeline, L.L.C., as Transferee Parties.

	 	 	 	 	 

	 	11	 	 	LEASE AND ACCESS AGREEMENT (ARTESIA), dated as of February 29, 2008, by and between Navajo Refining
Company, L.L.C., as lessor, and HEP Pipeline, L.L.C., as lessee.

	 	 	 	 	 

	 	12	 	 	LEASE AND ACCESS AGREEMENT (LOVINGTON), dated as of February 29, 2008, by and between Navajo Refining
Company, L.L.C., as lessor, and HEP Pipeline, L.L.C., as lessee.







Schedule 9.8
- 1





 









 








	 	 	 	 	 
	No.	 	INTERCOMPANY AGREEMENT
	 	13	 	 	LEASE AND ACCESS AGREEMENT (WOODS CROSS), dated as of February 29, 2008, by and between Woods Cross
Refining Company, L.L.C., as lessor, and HEP Woods Cross, L.L.C., as lessee.

	 	 	 	 	 

	 	14	 	 	PIPELINES AND TANKAGE AGREEMENT, dated as of February 29, 2008, by and among HollyFrontier Corporation,
formerly known as Holly Corporation, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods
Cross Refining Company, L.L.C., Holly Energy Partners, L.P., Holly
Energy Partners-Operating, L.P., HEP
Pipeline, LLC, and HEP Woods Cross, L.L.C.

	 	 	 	 	 

	 	14A	 	 	AMENDED AND RESTATED CRUDE PIPELINES AND TANKAGE AGREEMENT, dated as of December 1, 2009, by and between
Holly Refining & Marketing Company LLC (as successor in interest to Navajo Refining Company, L.L.C.), Holly
Refining & Marketing Company Woods Cross, Holly Refining & Marketing Company, Holly Energy
Partners-Operating, L.P., HEP Pipeline, LLC, HEP Woods Cross, L.L.C.

	 	 	 	 	 

	 	15	 	 	SITE SERVICES AGREEMENT (ARTESIA), dated as of February 29, 2008, by and between Navajo Refining Company,
L.L.C. and HEP Pipeline, L.L.C.

	 	 	 	 	 

	 	16	 	 	SITE SERVICES AGREEMENT (LOVINGTON), dated as of February 29, 2008, by and between Navajo Refining Company,
L.L.C. and HEP Pipeline, L.L.C.

	 	 	 	 	 

	 	17	 	 	SITE SERVICES AGREEMENT (WOODS CROSS), dated as of February 29, 2008, by and between Woods Cross Refining
Company, L.L.C. and HEP Woods Cross, L.L.C.

	 	 	 	 	 

	 	 	 	 	Lovington Artesia Transaction (2009)

	 	 	 	 	 

	 	18	 	 	ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS, dated as of June 1, 2009, by and between Navajo Pipeline
Co., L.P. and Holly Energy Partners-Operating, L.P.

	 	 	 	 	 

	 	19	 	 	LLC INTEREST PURCHASE AGREEMENT, dated as of June 1, 2009, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, and Navajo Pipeline Co., L.P.,
as seller, and Holly Energy Partners-Operating, L.P., as buyer.

	 	 	 	 	 

	 	20	 	 	AMENDED AND RESTATED INTERMEDIATE PIPELINES AGREEMENT, dated as of June 1, 2009, by and between
HollyFrontier Corporation, formerly known as Holly Corporation, Holly Refining & Marketing Company LLC (as
successor in interest to Navajo Refining Company, L.L.C.), Holly Energy Partners, L.P., Holly Energy
Partners-Operating, L.P., HEP Pipeline, L.L.C., Lovington Artesia, L.L.C., HEP Logistics Holdings, L.P.,
Holly Logistic Services, L.L.C., HEP Logistics GP, L.L.C., and HEP Logistics GP, L.L.C, as AMENDED BY THAT
CERTAIN AMENDMENT to Amended and Restated Intermediate Pipelines Agreement, dated as of December 9, 2010.

	 	 	 	 	 

	 	 	 	 	Tulsa Racks Transaction (2009)

	 	 	 	 	 

	 	21	 	 	ASSET PURCHASE AGREEMENT (TULSA TRUCK AND RAIL EQUIPMENT), dated as of August 1, 2009, by and between Holly
Refining & Marketing Tulsa LLC, as seller, and HEP Tulsa LLC, as buyer.

	 	 	 	 	 

	 	22	 	 	EQUIPMENT SITES, ACCESS AND RAIL LINE LICENSE AGREEMENT (TULSA TRUCK AND RAIL EQUIPMENT TULSA COUNTY,
OKLAHOMA), dated as of August 1, 2009, by and between Holly
Refining & Marketing-Tulsa LLC and HEP Tulsa
LLC.

	 	 	 	 	 

	 	23	 	 	TULSA EQUIPMENT AND THROUGHPUT AGREEMENT, dated as of August 1, 2009, by and between Holly Refining &
Marketing Company LLC (as successor in interest to Holly Refining
& Marketing-Tulsa LLC) and HEP Tulsa
LLC, as AMENDED BY THAT CERTAIN AMENDMENT to Tulsa Equipment and Throughput Agreement, dated as of December
9, 2010.

	 	 	 	 	 

	 	24	 	 	TULSA PURCHASE OPTION AGREEMENT, dated as of August 1, 2009, by and between Holly Refining & Marketing-Tulsa LLC and HEP Tulsa LLC.

	 	 	 	 	 

	 	 	 	 	Roadrunner/ Beeson Transactions (2009/2010)

	 	25	 	 	ASSET PURCHASE AGREEMENT (BEESON PIPELINE), dated as of December 1, 2009, by and between HollyFrontier
Corporation, formerly known as Holly Corporation, and Navajo Pipeline Co., L.P., as Seller, and HEP
Pipeline, L.L.C., as Buyer.

	 	 	 	 	 

	 	26	 	 	ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (ROADRUNNER PIPELINE, L.L.C.), dated as of December 1,
2009, by and between Navajo Pipeline Co., L.P. and Holly Energy
Partners-Operating, L.P.

	 	 	 	 	 

	 	27	 	 	LLC INTEREST PURCHASE AGREEMENT, dated as of December 1, 2009, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, and Navajo Pipeline Co., L.P.,
as Seller, and Holly Energy Partners-Operating, L.P., as Buyer.

	 	 	 	 	 

	 	28	 	 	PIPELINE THROUGHPUT AGREEMENT (ROADRUNNER), dated as of December 1, 2009, by and between Holly Refining &
Marketing Company LLC (as successor in interest to Navajo Refining Company, L.L.C.) and Holly Energy
Partners-Operating, L.P.







Schedule 9.8
- 2




 









 








	 	 	 	 	 
	No.	 	INTERCOMPANY AGREEMENT
	 	 	 	 	Tulsa East/ Lovington Transaction (2010)

	 	 	 	 	 

	 	29	 	 	ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS, dated as of March 31, 2010, by and between Holly
Refining & Marketing—Tulsa, LLC and HEP Tulsa LLC.

	 	 	 	 	 

	 	30	 	 	ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS, dated as of March 31, 2010, by and between Lea Refining
Company and HEP Refining, L.L.C.

	 	 	 	 	 

	 	31	 	 	FIRST AMENDED AND RESTATED LEASE AND ACCESS AGREEMENT (EAST TULSA), dated as of March 31, 2010, by and
between Holly Refining & Marketing—Tulsa LLC, as lessor, HEP Tulsa LLC and Holly Energy Storage Tulsa
LLC, as lessees.

	 	 	 	 	 

	 	32	 	 	FIRST AMENDED AND RESTATED PIPELINES, TANKAGE AND LOADING RACK THROUGHPUT AGREEMENT (TULSA EAST), dated as
of March 31, 2010, by and between Holly Refining & Marketing Company LLC (as successor in interest to Holly
Refining & Marketing—Tulsa, LLC), HEP Tulsa LLC, and Holly Energy Storage Tulsa LLC, AS AMENDED BY THAT
CERTAIN AMENDMENT to First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement
(Tulsa East), dated June 11, 2010.

	 	 	 	 	 

	 	33	 	 	FIRST AMENDED AND RESTATED SITE SERVICES AGREEMENT (TULSA EAST), dated as of March 31, 2010, by and between
Holly Refining & Marketing—Tulsa LLC, HEP Tulsa LLC, and Holly Energy Storage Tulsa LLC.

	 	 	 	 	 

	 	34	 	 	FIRST AMENDMENT TO PIPELINE SYSTEMS OPERATING AGREEMENT, dated as of March 31, 2010, by and between Navajo
Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining &
Marketing—Tulsa LLC, and Holly Energy Partners Operating, L.P., as operator.

	 	 	 	 	 

	 	35	 	 	LEASE AND ACCESS AGREEMENT (LOVINGTON ASPHALT LOADING RACK AND TERMINAL BUILDING), dated as of March 31,
2010, by and between Lea Refining Company, as lessor, and Holly Energy Storage—Lovington LLC, as lessee.

	 	 	 	 	 

	 	36	 	 	LLC INTEREST PURCHASE AGREEMENT (EAST TANKS/LOVINGTON), dated as of March 31, 2010, by and between
HollyFrontier Corporation, formerly known as Holly Corporation, and Holly Refining & Marketing—Tulsa,
LLC and Lea Refining Company, as sellers, and HEP Tulsa LLC and HEP Refining, L.L.C., as buyers.

	 	 	 	 	 

	 	37	 	 	LOADING RACK THROUGHPUT AGREEMENT (LOVINGTON), dated as of March 31, 2010, by and between Navajo Refining
Company, LLC and Holly Energy Storage—Lovington LLC.

	 	 	 	 	 

	 	 	 	 	Miscellaneous Agreements/ Transactions

	 	38	 	 	FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT, dated as of March 31, 2010, by and among HollyFrontier
Corporation, formerly known as Holly Corporation, Holly Energy Partners, L.P. and certain of their
respective subsidiaries.

	 	 	 	 	 

	 	39	 	 	OPTION AGREEMENT, dated January 31, 2008, by and among HollyFrontier Corporation, formerly known as Holly
Corporation, Holly UNEV Pipeline Company, Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C., HEP
Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C. and Holly Energy Partners —
Operating, L.P.

	 	 	 	 	 

	 	40	 	 	GAS TRANSPORTATION AGREEMENT, dated as of March 1, 2009, by and between Holly Energy Partners—Operating,
LP and Holly Refining & Marketing Company LLC (as successor in interest to Navajo Refining Company,
L.L.C.), as AMENDED BY THAT CERTAIN AMENDMENT between Holly Energy Partners—Operating, LP and Holly
Refining & Marketing Company LLC (as successor in interests to Navajo Refining Company, L.L.C.), dated as
of May 1, 2009.

	 	 	 	 	 

	 	41	 	 	AMENDED AND RESTATED REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT, dated as of December 1, 2009, to be
effective as of February 1, 2009, by and among Holly Refining & Marketing Company LLC (as successor in
interest to Navajo Refining Company, L.L.C. and Holly Refining &
Marketing Company — Woods Cross), Holly
Energy Partners—Operating, L.P., HEP Pipeline Assets, Limited Partnership, HEP Pipeline, L.L.C., HEP
Refining Assets, L.P., HEP Refining, L.L.C., HEP Mountain Home, L.L.C. and HEP Woods Cross, L.L.C.

	 	 	 	 	 

	 	42	 	 	AMENDED AND RESTATED CRUDE PIPELINES AND TANKAGE AGREEMENT, dated as of December 1, 2009, by and between
Holly Refining & Marketing Company LLC (as successor in interest to Navajo Refining Company, L.L.C.), Holly
Refining & Marketing Company — Woods Cross, Holly Refining & Marketing Company, Holly Energy
Partners—Operating, L.P., HEP Pipeline, LLC, HEP Woods Cross, L.L.C.

	 	 	 	 	 

	 	43	 	 	PIPELINE SYSTEMS OPERATING AGREEMENT, dated as of February 8, 2010, by and between Navajo Refining Company,
L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining & Marketing Tulsa
LLC, and Holly Energy Partners—Operating, L.P., as operator.







Schedule 9.8
- 3





 









 








	 	 	 	 	 
	No.	 	INTERCOMPANY AGREEMENT
	 	43A	 	 	FIRST AMENDMENT TO PIPELINE SYSTEMS OPERATING AGREEMENT, dated as of March 31, 2010, by and between Navajo
Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining &
Marketing—Tulsa LLC, and Holly Energy Partners Operating, L.P., as operator.

	 	 	 	 	 

	 	44	 	 	TULSA REFINERY INTERCONNECTS TERM SHEET, by and between Holly Refining & Marketing—Tulsa and HEP Tulsa LLC,
dated August 9, 2010, as AMENDED BY THAT CERTAIN AMENDMENT to Tulsa Refinery Interconnects Term Sheet dated
December 31, 2010.

	 	 	 	 	 

	 	45	 	 	EL DORADO PROCESSING AGREEMENTS:

	 	 	 	 	
• Processing Agreement Letter dated January 4, 2007 (LIFO)

• Processing Agreement Letter dated January 4, 2007 (TAR Restatements)


• Processing Agreement between Frontier El Dorado Refining LLC and Frontier Oil and Refining Company
LLC dated as of November 1999

	 	 	 	 	 

	 	46	 	 	CHEYENNE PROCESSING AGREEMENTS:

	 	 	 	 	

•  Amended Agreement Letter between Frontier Oil and Refining Company LLC and Frontier Refining LLC
dated January 4, 2007 (LIFO)



•  Amended Agreement Letter between Frontier Oil and Refining Company LLC and Frontier Refining LLC
dated January 4, 2007 (TAR Restatements)



•  Amended and Restated Agreement between Frontier Oil and Refining Company LLC and Frontier Refining
LLC dated June 1998



•  First Amendment to Processing Agreement between Frontier Oil and Refining Company LLC and Frontier
Refining LLC dated June 1998



•  Extension Agreement between Frontier Oil and Refining Company LLC and Frontier Refining LLC dated
July 1992



•  Processing Agreement between Frontier Oil and Refining Company LLC and Frontier Refining LLC dated
July 1988

	 	 	 	 	 

	 	47	 	 	MANAGEMENT AGREEMENTS:

	 	 	 	 	

•  Amended and Restated Management Agreement between Frontier Oil and Refining Company LLC and
Frontier Refining & Marketing LLC dated June 1998



•  Management Agreement between Frontier Oil and Refining Company LLC and Frontier Oil Corporation
dated June 1988



•  Management Agreement between Frontier El Dorado Refining LLC and Frontier Refining & Marketing LLC
dated November 1999



•  Amended and Restated Management Agreement between Frontier Refining LLC and Frontier Refining &
Marketing LLC dated June 1998



•  Management Agreement between Frontier Refining LLC and Frontier Oil Corporation dated June 1988



•  Amended and Restated Management Agreement between Frontier Pipeline LLC and Frontier Refining &
Marketing LLC dated June 1998



•  Management Agreement between Frontier Pipeline LLC and Frontier Oil Corporation dated June 1988

	 	 	 	 	 

	 	48	 	 	TAX SHARING AGREEMENTS:

	 	 	 	 	

•  Tax Sharing Agreement between Frontier Oil Corporation, Frontier Holdings LLC, Wainoco Resources,
Inc., Frontier Refining & Marketing LLC, Frontier Refining LLC, Frontier Oil and Refining Company LLC and
Frontier El Dorado Refining LLC dated September 2006







Schedule 9.8
- 4





 









 








	 	 	 	 	 
	No.	 	MORTGAGE/ SECURITY AGREEMENT
	 	 	 	 	Intermediate Pipelines Transaction (2005)

	 	 	 	 	 

	 	1	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated as of July 8, 2005, by HEP Pipeline, L.L.C., as
Grantor, to John N. Patterson, as Trustee, for the benefit of
HollyFrontier Corporation, formerly known as Holly Corporation, as
Beneficiary, recorded in the real property records of Eddy County, New
Mexico in Book 604, Page 190.

	 	 	 	 	 

	 	2	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated as of July 8, 2005, by HEP Pipeline, L.L.C., as
Grantor, to John N. Patterson, as Trustee, for the benefit of
HollyFrontier Corporation, formerly known as Holly Corporation, as
Beneficiary, recorded in the real property records of Lea County, New
Mexico in Book 1387, Page 210.

	 	 	 	 	 

	 	 	 	 	Drop—Down Assets Transaction (2008)

	 	 	 	 	 

	 	3	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of February 29, 2008, by HEP Pipeline,
L.L.C., as Grantor, to Christopher J. Dewar, as Trustee, for the
benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Gaines County, Texas at Document # 2008-0963.

	 	 	 	 	 

	 	4	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of February 29, 2008, by HEP Pipeline,
L.L.C., as Grantor, to Christopher J. Dewar, as Trustee, for the
benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Yoakum County, Texas at Document # 2008-415.

	 	 	 	 	 

	 	5	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of February 29,
2008, by HEP Pipeline, L.L.C., as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Chaves County, New Mexico in Book 611, Page 829.

	 	 	 	 	 

	 	6	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of February 29,
2008, by HEP Pipeline, L.L.C., as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Eddy County, New Mexico in Book 730, Page 204.

	 	 	 	 	 

	 	7	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of February 29,
2008, by HEP Pipeline, L.L.C., as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Lea County, New Mexico in Book 1567, Page 421.

	 	 	 	 	 

	 	8	 	 	Fee and Leasehold Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of February 29, 2008, by HEP Woods
Cross, L.L.C., as Grantor, to Lamont R. Richardson, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Davis County, Utah in Book 4543, Page 1471.

	 	 	 	 	 

	 	 	 	 	Lovington—Artesia Transaction (2009)

	 	 	 	 	 

	 	9	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of June 1,
2009, by Lovington—Artesia, L.L.C., as Grantor, to John N. Patterson,
as Trustee, for the benefit of HollyFrontier Corporation, formerly
known as Holly Corporation, as Beneficiary, recorded in the real
property records of Eddy County, New Mexico in Book 780, Page 354.

	 	 	 	 	 

	 	10	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of June 1,
2009, by Lovington—Artesia, L.L.C., as Grantor, to John N. Patterson,
as Trustee, for the benefit of HollyFrontier Corporation, formerly
known as Holly Corporation, as Beneficiary, recorded in the real
property records of Lea County, New Mexico in Book 1634, Page 762.







Schedule 9.8
- 5




 









 









	 	 	 	 	 
	No.	 	MORTGAGE/ SECURITY AGREEMENT
	 	 	 	 	South System Expansion (2009)

	 	 	 	 	 

	 	11	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of September 29, 2009, by HEP Pipeline
Assets, Limited Partnership and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to Russell W. Oshman, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Culberson County, Texas at Document # 64809.

	 	 	 	 	 

	 	12	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of September 29, 2009, by HEP Pipeline
Assets, Limited Partnership and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to Russell W. Oshman, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of El Paso County, Texas at Document # 20090070381.

	 	 	 	 	 

	 	13	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of September
29, 2009, by HEP Pipeline Assets, Limited Partnership and Holly Energy
Partners, L.P., individually and collectively as Grantor, to John N.
Patterson, as Trustee, for the benefit of HollyFrontier Corporation,
formerly known as Holly Corporation, as Beneficiary, recorded in the
real property records of Eddy County, New Mexico in Book 792, Page
225.

	 	 	 	 	 

	 	 	 	 	Tulsa Racks Transaction (2009)

	 	 	 	 	 

	 	14	 	 	UCC Financing Statement, listing HEP Tulsa LLC as Debtor and Holly
Refining & Marketing — Tulsa LLC as Secured Party, filed with the
Delaware Secretary of State at Filing # 2009-3467807, securing HEP
Tulsa LLC’s performance under that certain Purchase Option Agreement
dated effective as of August 1, 2009, between HEP Tulsa LLC and Holly
Refining & Marketing Tulsa LLC.

	 	 	 	 	 

	 	 	 	 	Roadrunner/ Beeson Transactions (2009/2010)

	 	 	 	 	 

	 	15	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of December 31,
2009, by HEP Pipeline, L.L.C. and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Eddy County, New Mexico in Book 801, Page 941.

	 	 	 	 	 

	 	16	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of December 31,
2009, by HEP Pipeline, L.L.C. and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Lea County, New Mexico in Book 1663, Page 244.

	 	 	 	 	 

	 	17	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of December 31, 2009, by Roadrunner
Pipeline, L.L.C., as Grantor, to Russell W. Oshman, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Cochran County, Texas in Book 293, Page 664.

	 	 	 	 	 

	 	18	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of December 31, 2009, by Roadrunner
Pipeline, L.L.C., as Grantor, to Russell W. Oshman, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Hockley County, Texas in Book 868, Page 451.

	 	 	 	 	 

	 	19	 	 	Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of December 31, 2009, by Roadrunner
Pipeline, L.L.C., as Grantor, to Russell W. Oshman, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Yoakum County, Texas at Document # 2010-116.







Schedule 9.8
- 6




 









 








	 	 	 	 	 
	No.	 	MORTGAGE/ SECURITY AGREEMENT
	 	20	 	 	Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of December 31,
2009, by Roadrunner Pipeline, L.L.C., as Grantor, to John N.
Patterson, as Trustee, for the benefit of HollyFrontier Corporation,
formerly known as Holly Corporation, as Beneficiary, recorded in Lea
County, New Mexico in Book 1663, Page 369.

	 	 	 	 	 

	 	 	 	 	Tulsa East/ Lovington Transaction (2010)

	 	 	 	 	 

	 	21	 	 	Security Agreement, dated effective as of April 30, 2010, between
Holly Energy Storage — Lovington LLC, as Grantor, and HollyFrontier
Corporation, formerly known as Holly Corporation, as Grantee.

	 	 	 	 	 

	 	22	 	 	Security Agreement, dated effective as of April 30, 2010, between HEP
Tulsa LLC and Holly Energy Storage — Tulsa LLC, individually and
collectively as Grantor, and HollyFrontier Corporation, formerly known
as Holly Corporation, as Grantee.

	 	 	 	 	 

	 	 	 	 	Miscellaneous Agreements/ Transactions

	 	 	 	 	 

	 	23	 	 	Pending
Security Agreement between Holly Energy Partners — Operating,
L.P., as Grantor, and HollyFrontier Corporation, formerly known as
Holly Corporation, as Grantee.

	 	 	 	 	 

	 	24	 	 	Pending Security Agreement between HEP Pipeline, L.L.C., as Grantor,
and HollyFrontier Corporation, formerly known as Holly Corporation, as
Grantee.

	 	 	 	 	 

	 	25	 	 	Pending Security Agreement between HEP Woods Cross, L.L.C., as
Grantor, and HollyFrontier Corporation, formerly known as Holly
Corporation, as Grantee.







Schedule 9.8
- 7





 









 








Schedule 12.2




Notices


All Loan Parties:




c/o HollyFrontier Corporation

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



Union Bank, N.A., as Administrative Agent:




Greg Stewart

Commercial Finance Division

400 California Street, 8th Floor

San Francisco, California 94104

(415) 765-2031

FAX (415) 765-2170

greg.stewart@unionbank.com



with a copy to




Randall L. Osterberg

Union Bank, N.A.

500 North Akard, Suite #4200

Dallas, Texas 75201

214-922-4205

214-922-4209 fax

randall.osterberg@unionbank.com




Schedule 12.2 - 1