REAFFIRMATION
AND ASSUMPTION AGREEMENT dated as of March 14, 2008 (as
amended, supplemented or otherwise modified from time to time, this
“ Agreement ”), among, Holly Corporation, a
Delaware corporation (the “ Company ”), the
subsidiaries identified on the signature pages hereto as
Reaffirming Subsidiaries (the “ Reaffirming
Subsidiaries ” and, together with the Company, the
“ Reaffirming Parties ”), the Additional
Grantors referred to below, and Bank of America, N.A., as
Administrative Agent (in such capacity and together with its
successors, the “ Administrative Agent ”) under
the Guarantee and Collateral Agreement referred to
below.
WHEREAS,
the Company, the Administrative Agent and the several banks and
other financial institutions or entities from time to time parties
thereto (the “ Lenders ”) are parties to that
certain Credit Agreement, dated as of July 1, 2004, as amended
prior to the date hereof (the “ Original Credit
Agreement ”);
WHEREAS,
pursuant to the Credit Agreement the Company and the Reaffirming
Subsidiaries have entered into that certain Guarantee and
Collateral Agreement (the “ Guarantee and Collateral
Agreement ”), dated as of July 1, 2004, pursuant to
which the Reaffirming Subsidiaries have guaranteed the Obligations
(as defined in the Guarantee and Collateral Agreement) and the
Reaffirming Parties have granted a security interest in favor of
the Administrative Agent in their respective Collateral (as defined
in the Guarantee and Collateral Agreement);
WHEREAS,
the Original Credit Agreement is being amended and restated as of
the date hereof (as so amended and restated, the “ Credit
Agreement ”) to, among other things, extend the term of
the Original Credit Agreement and modify certain other terms
applicable to the extensions of credit set forth
therein;
WHEREAS,
the Company is designating each of Holly UNEV Pipeline Company, a
Delaware corporation, Holly Refining & Marketing Company, a
Delaware corporation, Holly Payroll Services, Inc., a Delaware
corporation, Holly Western Asphalt Company, a Delaware corporation,
and Lovington - Artesia, L.L.C., a Delaware limited liability
company (each, an “ Additional Grantor ”, and
collectively, the “ Additional Grantors ”) as a
Restricted Subsidiary and in connection therewith the Credit
Agreement requires that each Additional Grantor become a party to
the Guarantee and Collateral Agreement; and
WHEREAS,
the Company, the Reaffirming Subsidiaries and the Additional
Grantors expect to realize, or have realized, substantial direct
and indirect benefits as a result of each of the amendment and
restatement of the Original Credit Agreement becoming effective and
the consummation of the transactions contemplated
thereby.
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
SECTION 1.01.
Reaffirmation. Each of the Reaffirming Parties hereby
consents to the amendment and restatement of the Original Credit
Agreement and each of the transactions contemplated thereby and
hereby confirms its respective guarantees, pledges, grants of
security interests and other obligations, as applicable, under and
subject to the terms of each of the Security Documents (as defined
in the Credit Agreement) to which it is party, and agrees that,
notwithstanding the effectiveness of any of the transactions
contemplated thereby, such guarantees, pledges, grants of security
interests and other obligations, and the terms of each of the
Security Documents (as defined in the Credit Agreement) to which it
is a party, are not impaired or affected in any manner whatsoever
and shall continue to be in full force and effect and shall
continue to secure all the Obligations (as defined in the Guarantee
and Collateral Agreement), as amended, increased and/or extended
pursuant to the Credit Agreement. All references in each Security
Document or other Loan Document to the Original Credit Agreement
shall be deemed to be references to the Credit Agreement as the
same may be hereafter further amended, restated, supplemented or
modified from time to time.
SECTION 1.02.
Assumption. By executing and delivering this Agreement, each
of the Additional Grantors, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party
to the Guarantee and Collateral Agreement as a Grantor thereunder
with the same force and effect as if originally named therein as a
Grantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedules 1
through 4 and Schedule 7 to the Guarantee and Collateral
Agreement.
SECTION
2.01. Notices. All notices hereunder shall be given in
accordance with Section 10.02 of the Credit
Agreement.
SECTION
2.02. Representations and Warranties. (a) Each of the
undersigned Reaffirming Parties hereby certifies that, as of the
date hereof (both immediately before and immediately after giving
effect to the occurrence of the Closing Date (as defined in the
Credit Agreement)), the representations and warranties made by it
contained in the Loan Documents (as defined in the Credit
Agreement) to which it is a party are true and correct in all
material re
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