exv10w2





EXECUTION VERSION

AMENDMENT NO. 2 (this “Amendment”) dated as of May 6,
2010 to the Guarantee and Collateral Agreement dated as of
July 1, 2004 (as amended by the First Amendment to Guarantee
and Collateral Agreement and Reaffirmation and Assumption
Agreement dated as of April 7, 2009, as amended, the
“Guarantee and Collateral Agreement”), among HOLLY
CORPORATION, a Delaware corporation (“Borrower”), each
Subsidiary of the Borrower from time to time party thereto
(each such Subsidiary individually a “Subsidiary Guarantor”
and collectively, the “Subsidiary Guarantors”; the Subsidiary
Guarantors and the Borrower are referred to collectively
herein as the “Loan Parties”) and BANK OF AMERICA, N.A.
(together with its affiliates, “Bank of America”), as
administrative agent (in such capacity, the “Administrative
Agent”) for the Secured Parties (as defined therein).




     A. Reference is made to the Second Amended and Restated Credit Agreement dated as of April 7,
2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the lenders from time to time party thereto (the “Lenders”) and the
Administrative Agent.



     B. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement or, if not defined therein, in the Guarantee and Collateral
Agreement.



     C. The Loan Parties have entered into the Guarantee and Collateral Agreement in order to
induce the Lenders to make Loans and other extensions of credit. The Loan Parties, certain of the
Lenders and the Administrative Agent contemplate entering into a First Amendment to Second Amended
and Restated Credit Agreement, dated as of May 6, 2010 (the “Credit Agreement Amendment”), which
provides for the entry into this Amendment. In order to induce such parties to enter into the
Credit Agreement Amendment, the Administrative Agent and the Loan Parties agree as follows:



     SECTION 1. Section 2.1(a) of the Guarantee and Collateral Agreement is hereby amended and
restated in its entirety to read as follows:



     “Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
Guarantees to the 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.”



     SECTION 2. Each Loan Party party hereto represents and warrants to the Administrative Agent
that:



 









 





     (a) This Amendment has been duly authorized, executed and delivered by it, and each of
this Amendment and the Guarantee and Collateral Agreement, as amended hereby, constitutes a
legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.



     (b) The representations and warranties set forth in Section 4 of the Guarantee and Collateral
Agreement are true and correct (or true and correct in all material respects, in the case of any
such representation or warranty that is not qualified as to materiality) on and as of the Amendment
Effective Date (as defined below) after giving effect to this Amendment (except to the extent such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date).



     SECTION 3. This Amendment shall become effective as of the date (the “Amendment Effective
Date”) that the following conditions are satisfied:



     (a) The Administrative Agent shall have received duly executed counterparts hereof which, when
taken together, bear the authorized signatures of each Loan Party and the Administrative Agent; and



     (b) The Credit Agreement Amendment is effective.



     SECTION 4. This Amendment 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 signature page to this
Amendment by facsimile transmission or PDF shall be as effective as delivery of a manually signed
counterpart of this Amendment.



     SECTION 5. Except as expressly amended hereby, the Guarantee and Collateral Agreement shall
remain in full force and effect.



     SECTION 6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 7. In case any one or more of the provisions contained in this Amendment should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not
in any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.



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     SECTION 8. All communications and notices hereunder shall (except as otherwise expressly
permitted by the Guarantee and Collateral Agreement) be in writing and given as provided in Section
10.02 of the Credit Agreement.



     SECTION 9. The Borrower agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Amendment, including the reasonable fees, other
charges and disbursements of counsel for the Administrative Agent.



[Remainder of this page intentionally left blank.]








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     IN WITNESS WHEREOF, the Loan Parties and the Administrative Agent have duly executed this
Amendment as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:



HOLLY CORPORATION, a Delaware corporation, as
Borrower

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

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

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

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

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



[Amendment No. 2 to Guarantee and Collateral Agreement]



 









 






	 	 	 	 	 
	 	HOLLY REALTY, LLC

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

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HOLLY REFINING & MARKETING — TULSA LLC (formerly
known as Holly Refining & Marketing —
MidCon, L.L.C.)

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

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

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

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



[Amendment No. 2 to Guarantee and Collateral Agreement]



 









 






	 	 	 	 	 
	 	HOLLY UNEV PIPELINE COMPANY

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

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

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HRM MONTANA F/K/A MONTANA REFINING COMPANY

 	 
	 	By:  	Black Eagle, Inc., partner
 	 
	 	 	 
	 	By:  	              /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	              Navajo Northern, Inc., partner
 	 
	 	 	 
	 	By:  	              /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	HRM REALTY, LLC

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



[Amendment No. 2 to Guarantee and Collateral Agreement]



 









 






	 	 	 	 	 
	 	LEA REFINING COMPANY

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

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

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

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

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

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



[Amendment No. 2 to Guarantee and Collateral Agreement]



 









 





	 	 	 	 	 
	 	NAVAJO PIPELINE CO., L.P.

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

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

 	 
	 	By:  	Navajo Holdings, Inc., its sole member
 	 
	 	 	 
	 	By:  	                /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	NAVAJO REFINING COMPANY, L.L.C. (Successor of merger
with Navajo Refining Company, L.P.)

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

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



[Amendment No. 2 to Guarantee and Collateral Agreement]



 









 





	 	 	 	 	 
	 	NAVAJO REFINING LP, L.L.C.

 	 
	 	By:  	Holly Corporation, its sole member
 	 
	 	 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 
	 	NAVAJO WESTERN ASPHALT COMPANY

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	NK ASPHALT PARTNERS D/B/A HOLLY ASPHALT COMPANY

 	 
	 	By:  	Navajo Western Asphalt Company, partner
 	 
	 	 	 
	 	By:  	              /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	              Holly Western Asphalt Company, partner
 	 
	 	 	 
	 	By:  	              /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	WOODS CROSS REFINING COMPANY, L.L.C.

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



[Amendment No. 2 to Guarantee and Collateral Agreement]



 









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A.

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



[Amendment No. 2 to Guarantee and Collateral Agreement]