10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-3876

HOLLY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	75-1056913
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	(Identification No.)
100 Crescent Court, Suite 1600
Dallas, Texas	75201-6927
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (214) 871-3555

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

15,895,233 shares of Common Stock, par value $.01 per share, were outstanding on July 23, 2004.

HOLLY CORPORATION
INDEX

		Page No.
PART I.	FINANCIAL INFORMATION
Forward-Looking Statements			3
Definitions			4
Item 1.	Financial Statements
	Consolidated Balance Sheet - (Unaudited) -
	June 30, 2004 and December 31, 2003		5
	Consolidated Statement of Income (Unaudited) -
	Three Months and Six Months Ended June 30, 2004 and 2003		6
	Consolidated Statement of Cash Flows (Unaudited) -
	Six Months Ended June 30, 2004 and 2003		7
	Consolidated Statement of Comprehensive Income (Unaudited) -
	Three Months and Six Months Ended June 30, 2004 and 2003		8
	Notes to Consolidated Financial Statements (Unaudited)		9
Item 2.	Management's Discussion and Analysis of Financial
	Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures
	About Market Risk		41
Reconciliations to amounts reported under generally accepted accounting principles			41
Item 4.	Controls and Procedures		44
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		45
Item 4.	Submission of Matters to a Vote of Security Holders		47
Item 6.	Exhibits and Reports on Form 8-K		47
Signatures			49
Credit Agreement
Guarantee and Collateral Agreement
Certification of CEO under Section 302
Certification of CFO under Section 302
Certification of CEO under Section 906
Certification of CFO under Section 906

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PART I

FORWARD-LOOKING STATEMENTS

References throughout this document to Holly Corporation include Holly Corporation and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to Holly Corporation and its consolidated subsidiaries or to Holly Corporation or an individual subsidiary and not to any other person.

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact included in this Form 10-Q, including, but not limited to, those under “Results of Operations,” “Liquidity and Capital Resources” and “Additional Factors that May Affect Future Results” (including “Risk Management”) in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I and those in Item 1 “Legal Proceedings” in Part II, are forward-looking statements. These statements are based on management’s belief and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors, including, but not limited to:

• risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;

• the demand for and supply of crude oil and refined products;

• the spread between market prices for refined products and market prices for crude oil;

• the possibility of constraints on the transportation of refined products;

• the possibility of inefficiencies or shutdowns in refinery operations or pipelines;

• effects of governmental regulations and policies;

• the availability and cost of our financing;

• the effectiveness of our capital investments and marketing strategies;

• our efficiency in carrying out construction projects;

• our ability to successfully purchase and integrate any future acquired operations;

• the outcome of litigation with Frontier Oil Corporation;

• the possibility of terrorist attacks and the consequences of any such attacks;

• general economic conditions;

• other financial, operational and legal risks and uncertainties detailed from time to time in our SEC filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Form 10-Q, including without limitation in conjunction with the forward-looking statements included in this Form 10-Q that are referred to above. This summary discussion should be read in conjunction with the discussion under the heading “Additional Factors That May Affect Future Results” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2003 and in conjunction with the discussion in this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Liquidity and Capital Resources” and “Additional Factors That May Affect Future Results.” All forward-looking statements included in this Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made, other than as

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required by law, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DEFINITIONS

Within this report, the following terms have these specific meanings:

     “Alkylation” means the reaction of propylene or butylene (olefins) with isobutane to form an iso-paraffinic gasoline (inverse of cracking).

     “BPD” means the number of barrels per day of crude oil or petroleum products.

     “Cracking” means the process of breaking down larger, heavier and more complex hydrocarbon molecules into simpler and lighter molecules.

     “Crude distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing slightly above atmospheric pressure the vapor back to liquid in order to purify, fractionate or form the desired products.

     “Fluid catalytic cracking” means the breaking down of large, complex hydrocarbon molecules into smaller, more useful ones by the application of heat, pressure and a chemical (catalyst) to speed the process.

     “Hydrodesulfurization” means to remove sulfur and nitrogen compounds from oil or gas in the presence of hydrogen and a catalyst at relatively high temperatures.

     “Isomerization” means a refinery process for converting C5/C6 gasoline compounds into their isomers, i.e., rearranging the structure of the molecules without changing their size or chemical composition.

     “LPG” means liquid petroleum gases.

     “Refining gross margin” or “refinery gross margin” means the difference between produced refined product netback sales prices and the delivered costs for crude oil and other feedstocks.

     “Reforming” means the process of converting gasoline type molecules into aromatic, higher octane gasoline blend stocks while producing hydrogen in the process.

     “Sour crude oil” means crude oil containing quantities of hydrogen sulfur greater than 0.4%, while “sweet crude oil” would contain quantities of hydrogen sulfur less 0.4%.

     “Vacuum distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing below atmospheric pressure the vapor back to liquid in order to purify, fractionate or form the desired products.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HOLLY CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)

	June 30,			December 31,
	2004			2003
	(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	64,398		$	11,690
Accounts receivable:
Product		110,290			68,662
Crude oil sales		147,073			115,671
		257,363			184,333
Inventories:
Crude oil and refined products		87,827			100,649
Materials and supplies		12,069			11,698
		99,896			112,347
Prepaid transportation receivable		27,189			—
Income taxes receivable		—			7,806
Prepayments and other		26,624			20,230
Total current assets		475,470			336,406
Properties, plant and equipment, at cost		553,707			535,915
Less accumulated depreciation, depletion and amortization		(244,922	)		(231,671	)
		308,785			304,244
Investments in and advances to joint ventures		10,920			13,850
Other assets:
Prepaid transportation		—			25,000
Other, net		21,862			29,392
		21,862			54,392
Total assets	$	817,037		$	708,892
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	338,672		$	277,897
Accrued liabilities		34,729			28,199
Income taxes payable		24,904			—
Credit agreement borrowings		—			50,000
Current maturities of long-term debt		8,571			8,571
Total current liabilities		406,876			364,667
Deferred income taxes		51,664			50,331
Long-term debt, less current maturities		8,571			8,571
Other long-term liabilities		2,570			2,239
Commitments and contingencies		—			—
Minority interest in joint venture		13,220			14,475
Stockholders’ equity:
Preferred stock, $1.00 par value - 1,000,000 shares authorized; none issued		—			—
Common stock, $.01 par value - 50,000,000 and 20,000,000 shares authorized - 17,256,851 and 16,885,896 shares issued as of June 30, 2004 and December 31, 2003, respectively		172			169
Additional capital		20,846			15,818
Retained earnings		325,856			264,991
Accumulated other comprehensive income (loss)		(239	)		130
Common stock held in treasury, at cost - 1,371,868 shares as of June 30, 2004 and December 31, 2003		(12,499	)		(12,499	)
Total stockholders’ equity		334,136			268,609
Total liabilities and stockholders’ equity	$	817,037		$	708,892

See accompanying notes.

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HOLLY CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
	(In thousands, except per share data)
Sales and other revenue	$	568,735		$	323,287		$	1,031,792		$	638,199
Operating costs and expenses:
Cost of products sold (exclusive of depreciation, depletion and amortization)		425,654			269,491			800,549			535,586
Operating expenses (exclusive of depreciation, depletion and amortization)		39,935			29,095			78,607			56,264
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization)		11,694			6,772			26,071			12,325
Depreciation, depletion and amortization		9,931			7,941			19,855			16,924
Exploration expenses, including dry holes		305			215			428			463
Total operating costs and expenses		487,519			313,514			925,510			621,562
Gain on sale of assets		—			—			—			16,207
Income from operations		81,216			9,773			106,282			32,844
Other income (expense):
Equity in earnings (loss) of joint ventures		600			978			(55	)		(5	)
Minority interest in income of joint ventures		(306	)		—			(995	)		—
Interest income		2,313			145			2,390			295
Interest expense		(751	)		(348	)		(1,706	)		(537	)
Reparations payment received		—			15,226			—			15,226
		1,856			16,001			(366	)		14,979
Income before income taxes		83,072			25,774			105,916			47,823
Income tax provision:
Current		31,621			9,072			39,572			12,256
Deferred		444			644			1,375			5,983
		32,065			9,716			40,947			18,239
Net income	$	51,007		$	16,058		$	64,969		$	29,584
Net income per common share — basic	$	3.23		$	1.04		$	4.14		$	1.91
Net income per common share — diluted	$	3.13		$	1.00		$	4.01		$	1.85
Cash dividends declared per common share	$	0.13		$	0.11		$	0.26		$	0.22
Average number of common shares outstanding:
Basic		15,803			15,503			15,704			15,501
Diluted		16,302			16,048			16,185			16,005

See accompanying notes.

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HOLLY CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

	Six Months Ended
	June 30,
	2004			2003
	(In thousands)
Cash flows from operating activities:
Net income	$	64,969		$	29,584
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation, depletion and amortization		19,855			16,924
Deferred income taxes		1,375			5,983
Minority interest in income of joint venture		995			—
Equity in earnings of joint ventures		55			5
Interest receivable		(2,189	)		—
Equity based compensation expense		722			—
Gain on sale of assets		—			(16,207	)
(Increase) decrease in current assets:
Accounts receivable		(73,030	)		(15,483	)
Inventories		12,451			2,164
Income taxes receivable		8,992			647
Prepayments and other		(6,394	)		475
Increase (decrease) in current liabilities:
Accounts payable		60,438			19,413
Accrued liabilities		6,530			6,786
Income taxes payable		25,393			9,227
Turnaround expenditures		—			(4,664	)
Other, net		3,627			(3,754	)
Net cash provided by operating activities		123,789			51,100
Cash flows from investing activities:
Additions to properties, plant and equipment		(19,119	)		(38,533	)
Acquisition of Woods Cross refinery and retail stations		—			(56,768	)
Investments in and advances to joint ventures		(64	)		(78	)
Purchase of additional interest in joint venture, net of cash		—			(21,369	)
Distributions from joint ventures		2,940			38
Proceeds from sale of pipeline assets		—			24,000
Net cash used for investing activities		(16,243	)		(92,710	)
Cash flows from financing activities:
Net increase (decrease) in borrowings under revolving credit agreement		(50,000	)		50,000
Debt issuance costs		(1,455	)		(185	)
Issuance of common stock upon exercise of options		2,634			477
Purchase of treasury stock		—			(894	)
Cash dividends		(3,767	)		(3,408	)
Cash distributions to minority interests		(2,250	)		—
Net cash provided by (used for) financing activities		(54,838	)		45,990
Cash and cash equivalents:
Increase for the period		52,708			4,380
Beginning of the year		11,690			24,266
End of period	$	64,398		$	28,646
Supplemental disclosure of cash flow information:
Cash paid during the period for
Interest	$	1,352		$	1,090
Income taxes	$	5,174		$	2,406

See accompanying notes.

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HOLLY CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2004		2003		2004			2003
	(In thousands)
Net income	$	51,007	$	16,058	$	64,969		$	29,584
Other comprehensive income (loss):
Derivative instruments qualifying as cash flow hedging instruments:
Change in fair value of derivative instruments		—		—		(329	)		(155	)
Reclassification adjustment into net income		—		—		(270	)		108
Total loss on cash flow hedges before income taxes		—		—		(599	)		(47	)
Income tax benefit		—		—		230			18
Other comprehensive loss		—		—		(369	)		(29	)
Total comprehensive income	$	51,007	$	16,058	$	64,600		$	29,555

See accompanying notes.

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HOLLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note A — Presentation of Financial Statements

     References herein to Holly Corporation include Holly Corporation and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly report on Form 10-Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to Holly Corporation and its consolidated subsidiaries or to Holly Corporation or an individual subsidiary and not to any other person.

     As of June 30, 2004, we

• owned and operated three refineries consisting of a petroleum refinery in Artesia, New Mexico that is operated in conjunction with crude oil and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively known as the “Navajo Refinery”), and refineries in Woods Cross, Utah and Great Falls, Montana;

• owned and operated nine refined product storage terminals in Artesia, Moriarty, Bloomfield and Lovington, New Mexico; El Paso, Texas; Woods Cross, Utah; Great Falls, Montana; Spokane, Washington; and Mountain Home, Idaho;

• owned interests in four refined product storage terminals in Albuquerque, New Mexico; Tucson, Arizona; and Burley and Boise, Idaho; and

• owned or leased approximately 2,000 miles of pipeline located principally in West Texas and New Mexico.

     See Note P to the Consolidated Financial Statements for additional information and for information about changes that have occurred due to the initial public offering in July 2004 of limited partnership interests in Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”) which is owned 51% by us and 49% by other investors in Holly Energy Partners.

     On July 30, 2003, we changed our fiscal year from a July 31 fiscal year-end to a December 31 fiscal year-end. A Form 10-K Annual Report was filed for the fiscal year ended December 31, 2003 (the “2003 Form 10-K”). This Form 10-Q includes consolidated statements of income, cash flows and comprehensive income for the three months and six months ended June 30, 2004 and 2003. We have not previously reported the consolidated statements of income, cash flows and comprehensive income for the three months and six months ended June 30, 2003, other than certain quarterly summary information as provided in the notes to the consolidated financial statements in the 2003 Form 10-K. A timing adjustment was made from the amounts previously reported in the quarterly summary information adjusting the March 2003 gain on sale of pipeline assets to the correct reported amount of $16,207,000. This had the effect of increasing net income by $907,000 to $16,058,000 for the three months ended June 30, 2003 from what was reported in the quarterly summary information, as this adjustment was previously included in the three month period ended June 30, 2003.

     We have prepared these consolidated financial statements without audit. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of June 30, 2004, the consolidated results of operations and comprehensive income for the three months and six months ended June 30, 2004 and 2003 and consolidated cash flows for the six months ended June 30, 2004 and 2003 in accordance with the rules and regulations of the SEC. Although certain notes and other information required by accounting principles generally accepted in the United States of America have been condensed or omitted, we believe

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HOLLY CORPORATION

that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our 2003 Form 10-K.

     Our results of operations for the first six months of 2004 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to prior reported amounts to conform to current classifications.

Note B — New Accounting Pronouncements

     The American Institute of Certified Public Accountants (“AICPA”) has issued an Exposure Draft for a Proposed Statement of Position, “Accounting for Certain Costs and Activities Related to Property, Plant and Equipment,” which would require major maintenance activities to be expensed as costs are incurred. At the April 14, 2004 Financial Accounting Standards Board (“FASB”) meeting, the FASB objected to final clearance of the proposed Statement of Position and further asked the AICPA Accounting Standards Executive Committee to discontinue work on the project. The Board removed the project from the agenda and no further FASB discussion is planned.

Note C — Earnings Per Share

     Basic income per share is calculated as net income divided by average number of shares of common stock outstanding. Diluted income per share assumes, when dilutive, issuance of the net incremental shares from stock options. The following is a reconciliation of basic and diluted per share computations for net income:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2004		2003		2004		2003
	(In thousands, except per share data)
Net income	$	51,007	$	16,058	$	64,969	$	29,584
Average number of shares of common stock outstanding		15,803		15,503		15,704		15,501
Effect of dilutive stock options		499		545		481		504
Average number of shares of common stock outstanding assuming dilution		16,302		16,048		16,185		16,005
Income per share — basic	$	3.23	$	1.04	$	4.14	$	1.91
Income per share — diluted	$	3.13	$	1.00	$	4.01	$	1.85

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HOLLY CORPORATION

Note D — Stock-Based Compensation

     We have compensation plans under which certain officers and employees have been granted stock options. All the options have been granted at prices equal to the market value of the shares at the time of the grant and normally expire on the tenth anniversary of the grant date. Our stock option based compensation is measured in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Accordingly, no compensation expense is recognized for fixed option plans because the exercise prices of employee stock options equal or exceed the market prices of the underlying stock on the dates of grant.

     The following table represents the effect on net income and earnings per share as if we had applied the fair value based method and recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” to stock based employee compensation.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2004		2003		2004		2003
	(In thousands, except per share data)
Net income, as reported	$	51,007	$	16,058	$	64,969	$	29,584
Deduct: Total stock-based employee compensation expense determined under the fair value method for all stock option awards, net of related tax effects		111		113		194		226
Pro forma net income	$	50,896	$	15,945	$	64,775	$	29,358
Net income per share — basic:
As reported	$	3.23	$	1.04	$	4.14	$	1.91
Pro forma	$	3.22	$	1.03	$	4.12	$	1.89
Net income per share — diluted:
As reported	$	3.13	$	1.00	$	4.01	$	1.85
Pro forma	$	3.12	$	0.99	$	4.00	$	1.83

     During the six months ended June 30, 2004 we issued 138,850 shares (net of forfeitures) of restricted stock under our Long Term Incentive Compensation Plan. The 75,450 shares issued in the first quarter of 2004 vest 50% on December 31, 2004 and 50% on December 31, 2005. The 63,400 shares issued in the second quarter of 2004 vest 33.3% on January 1, 2007, 33.3% on January 1, 2008 and 33.4% on January 1, 2009. We also issued 8,505 shares of restricted stock to outside directors during the second quarter of 2004. These shares will vest on the date of the Annual Meeting of Stockholders in 2007. Although ownership in these shares will not transfer to the recipients until the vesting terms have expired, recipients have dividend and voting rights on these shares from the date of grant. We are recording the cost of these grants over their corresponding vesting periods and have expensed $0.7 million in the six months ended June 30, 2004.

     During the six months ended June 30, 2004, we also granted 145,850 performance share units (net of forfeitures) under our Long Term Incentive Compensation Plan. The 82,450 units issued during the first quarter of 2004 vest on December 31, 2004. The 63,400 units issued during the second quarter of

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HOLLY CORPORATION

2004 vest on December 31, 2006. The cash benefit payable under these grants will be based upon our total shareholder return during the period as compared to the total shareholder return of our peer group refining companies. We are recording the cost of these grants over their corresponding vesting periods and have expensed $1.9 million in the six months ended June 30, 2004.

Note E — Investments in Joint Ventures

     NK Asphalt Partners, a joint venture owned 49% by us and 51% by a subsidiary of Koch Materials Company (“Koch”), manufactures and markets asphalt products from various terminals in Arizona and New Mexico under the name “Koch Asphalt Solutions — Southwest.” We account for this investment using the equity method. We made a contribution to the joint venture in July 2004 of $3.25 million and are required to make additional contributions to the joint venture of up to $3.25 million for each of the next six years contingent on the earnings level of the joint venture. We plan to finance such contributions from our share of cash flows of the joint venture. In the event we fail to make the required contributions, we may lose our voting rights during such default and the other partner could cause the partnership to bring a proceeding to collect the unpaid contributions plus interest at the prime rate plus 2.0%. All asphalt produced at our Navajo Refinery is sold at market prices to the joint venture under a supply agreement. Sales to the joint venture during the six months ended June 30, 2004 and 2003 were $14.4 million and $13.1 million, respectively.

     The following table provides summary financial results for NK Asphalt Partners Joint Venture (unaudited):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2004		2003		2004		2003
	(In thousands)
Sales	$	28,346	$	31,703	$	42,931	$	43,183
Income from operations	$	1,986	$	2,344	$	2,916	$	839
Net income before taxes	$	1,494	$	1,893	$	1,959	$	(52	)

     The Rio Grande Pipeline Company (“Rio Grande”) is a pipeline joint venture partnership that as of June 30, 2004 was owned 70% by us and 30% by BP p.l.c., and serves northern Mexico by transporting liquid petroleum gases (“LPGs”) from a point near Odessa, Texas to Pemex Gas (“Pemex”) at a point near El Paso, Texas. Pemex then transports the LPGs to its Mendez Terminal near Juarez, Mexico. Prior to June 30, 2003, Rio Grande was owned 25% by us and 75% collectively by two parties unaffiliated with us. On June 30, 2003, we purchased an additional 45% interest in Rio Grande, through a wholly-owned indirect subsidiary, adding to the 25% interest that our subsidiary already owned. Prior to the 45% acquisition, we accounted for the earnings in the joint venture using the equity method. Effective with the purchase, we consolidate the results of Rio Grande and show the interest we do not own as a minority interest in ownership and earnings. The purchase price for the additional 45% interest was $28.7 million, less cash of $7.3 million that we recorded due to the consolidation of Rio Grande at the time of the additional 45% acquisition. In addition to cash, at the date of the acquisition, Rio Grande owned current assets of $0.6 million, net property, plant and equipment of $34.9 million, other net assets of $7.8 million and current liabilities of $0.4 million.

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HOLLY CORPORATION

     See Note P to the Consolidated Financial Statements for information about changes that have occurred due to the initial public offering in July 2004 of limited partnership interests in Holly Energy Partners.

Note F — Debt

     On July 1, 2004, we entered into a new $175 million secured revolving credit facility with a term of four years and an option to increase the facility to $225 million under certain conditions. The new credit facility with Bank of America as administrative agent and a lender replaces the credit facility in place at June 30, 2004.

     The maximum amount we borrowed under our previous $100 million revolving credit facility with the Canadian Imperial Bank of Commerce as administrative agent and a lender during the first six months of 2004 was $80.0 million. At June 30, 2004, we had letters of credit outstanding under the facility of $1.2 million and had no borrowings outstanding.

     See Note P to the Consolidated Financial Statements for information on the new four-year $100 million credit facility with Union Bank of California entered into in conjunction with initial public offering in July 2004 of limited partnership interests in Holly Energy Partners.

Note G — Environmental

     Consistent with our accounting policy for environmental remediation and cleanup costs, we expensed $0.4 million and $2.7 million for the six months ended June 30, 2004 and 2003, respectively, for environmental remediation and cleanup obligations. The accrued liability reflected in the consolidated balance sheet was $4.0 million at June 30, 2004, of which $2.6 million was classified as other long-term liabilities. Costs of future expenditures for environmental remediation are not discounted to their present value.

Note H — Stockholders’ Equity

     On October 30, 2001, we announced plans to repurchase up to $20.0 million of our common stock. Such repurchases have been made from time to time in open market purchases or privately negotiated transactions, subject to price and availability. The repurchases have been financed with currently available corporate funds. We did not repurchase any shares during the six months ended June 30, 2004. From inception of the plan through July 31, 2004, we have repurchased 272,400 shares at a cost of approximately $4.7 million. No stock repurchases have been made since February 7, 2003.

     On August 2, 2004, we announced that our Board of Directors approved a two-for-one stock split payable in the form of a stock dividend of one share of common stock for each issued and outstanding share of common stock. The dividend will be paid on August 30, 2004 to all record holders of common stock at the close of business on August 16, 2004. On August 2, 2004, we also announced that we will be resuming repurchases of stock under the $20.0 million stock repurchase program.

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Note I — Derivative Instruments and Hedging Activities

     We periodically utilize petroleum commodity futures contracts to reduce our exposure to the price fluctuations associated with crude oil and refined products. Such contracts historically have been used principally to help manage the price risk inherent in purchasing crude oil in advance of the delivery date and as a hedge for fixed-price sales contracts of refined products. We have also utilized commodity price swaps and collar options to help manage the exposure to price volatility relating to forecasted purchases of natural gas. We regularly utilize contracts that provide for the purchase of crude oil and other feedstocks and for the sale of refined products. Certain of these contracts may meet the definition of a derivative instrument in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. We believe these contracts qualify for the normal purchases and normal sales exception under SFAS No. 133, as amended, because deliveries under the contracts will be in quantities expected to be used or sold over a reasonable period of time in the normal course of business. Accordingly, we have designated these contracts as normal purchases and normal sales contracts and we are not required to record these as derivative instruments under SFAS No. 133, as amended.

     In December 2002, we entered into cash flow hedges relating to certain forecasted transactions to buy crude oil and sell gasoline in March 2003. The purpose of the hedges was to help protect us from the risk that the refinery margin would decline with respect to the hedged crude oil and refined products. To effect the hedges, we entered into gasoline and crude oil futures transactions. Gains and losses initially reported in accumulated other comprehensive income were reclassified into income when the forecasted transactions occurred. In March 2003, as the forecasted transactions occurred, we reclassified $108,000 of actual losses from comprehensive income to cost of sales. The ineffective portion of the hedges resulted in a $32,000 gain that was also included in cost of sales.

     In October 2003, we entered into price swaps to help manage the exposure to price volatility relating to forecasted purchases of natural gas from December 2003 to March 2004. We designated these transactions as cash flow hedges of forecasted purchases. The contracts to hedge natural gas costs were for 6,000, 500, and 2,000 MMBtu per day for the Navajo Refinery, Montana Refinery, and the Woods Cross Refinery, respectively. The January to March 2004 contracts resulted in net realized gains of $270,000 and were recorded as a reduction to refinery operating expenses. There was no ineffective portion of these hedges. There are no price swaps outstanding at June 30, 2004.

Note J — Segment Information

     At June 30, 2004, we had two major business segments: Refining and Pipeline Transportation. The Refining segment involves the refining of crude oil and wholesale marketing of refined products, such as gasoline, diesel fuel and jet fuel, and includes our Navajo Refinery, Montana Refinery and Woods Cross Refinery. We acquired the Woods Cross Refinery in June 2003. The petroleum products produced by the Refining segment are marketed in the Texas, New Mexico, Arizona, Utah, Wyoming, Montana, Idaho and northern Mexico. Certain pipelines and terminals operate in conjunction with the Refining segment as part of the supply and distribution networks of the refineries. The Refining segment also includes our equity in earnings from our 49% interest in NK Asphalt Partners, which manufactures and markets asphalt and asphalt products in Arizona and New Mexico. The Pipeline Transportation segment at June 30, 2004 included approximately 500 miles of our pipeline assets in Texas and New Mexico. Revenues from the Pipeline Transportation segment were earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations. Pipeline Transportation segment revenues do

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not include any amount relating to pipeline transportation services provided for our refining operations. The Pipeline Transportation segment also included the earnings from our 70% (25% prior to June 30, 2003) interest in Rio Grande Pipeline Company (see Note E to the Consolidated Financial Statements), which provides petroleum products transportation. Our operations not included in the two reportable segments are included in Corporate and Other, which includes costs of Holly Corporation, the parent company, consisting primarily of general and administrative expenses and interest charges as well as a small-scale oil and gas exploration and production program, and a small equity investment in retail gasoline stations and convenience stores.

     See Note P to the Consolidated Financial Statements for information about changes that have occurred due to the initial public offering in July 2004 of limited partnership interests in Holly Energy Partners. Our segment reporting will be reviewed to consider the effects of Holly Energy Partners for periods subsequent to the initial public offering.

     The accounting policies for the segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2003. Our reportable segments are strategic business units that offer different products and services.

					Total for
			Pipeline		Reportable		Corporate			Consolidated
	Refining		Transportation		Segments		and Other			Total
	(In thousands)
Three months ended June 30, 2004
Sales and other revenues	$	562,726	$	5,124	$	567,850	$	885		$	568,735
Depreciation and amortization	$	8,901	$	723	$	9,624	$	307		$	9,931
Income (loss) from operations	$	86,756	$	3,016	$	89,772	$	(8,556	)	$	81,216
Income (loss) before taxes	$	87,383	$	2,710	$	90,093	$	(7,021	)	$	83,072
Three months ended June 30, 2003
Sales and other revenues	$	316,736	$	3,062	$	319,798	$	3,489		$	323,287
Depreciation and amortization	$	7,390	$	127	$	7,517	$	424		$	7,941
Income (loss) from operations	$	10,535	$	2,383	$	12,918	$	(3,145	)	$	9,773
Income (loss) before taxes	$	23,123	$	6,007	$	29,130	$	(3,356	)	$	25,774
Six months ended June 30, 2004
Sales and other revenues	$	1,018,735	$	11,796	$	1,030,531	$	1,261		$	1,031,792
Depreciation and amortization	$	17,598	$	1,641	$	19,239	$	616		$	19,855
Income (loss) from operations	$	118,895	$	7,632	$	126,527	$	(20,245	)	$	106,282
Income (loss) before taxes	$	118,867	$	6,637	$	125,504	$	(19,588	)	$	105,916
Six months ended June 30, 2003
Sales and other revenues	$	626,660	$	7,608	$	634,268	$	3,931		$	638,199
Depreciation and amortization	$	15,574	$	420	$	15,994	$	930		$	16,924
Income (loss) from operations	$	17,930	$	21,490	$	39,420	$	(6,576	)	$	32,844
Income (loss) before taxes	$	32,694	$	22,029	$	54,723	$	(6,900	)	$	47,823

Note K — Contingencies

     In November 2002, we settled, by agreement, litigation brought in August 1998 by Longhorn

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Partners Pipeline, L.P. (“Longhorn Partners”) against us in a state court in El Paso, Texas and litigation brought in August 2002 by us against Longhorn Partners and related parties in a state court in Carlsbad, New Mexico. In November 2002, under the settlement agreement developed in voluntary mediation, we paid $25.0 million to Longhorn Partners as a prepayment for the transportation of 7,000 barrels per day (“BPD”) of refined products from the Gulf Coast to El Paso for a period of up to six years from the date of the Longhorn Pipeline’s start-up. Longhorn Partners also issued to us an unsecured $25.0 million promissory note, subordinated to certain other indebtedness, that became payable with interest when the Longhorn Pipeline did not begin operations by July 1, 2004. On July 1, 2004, we received $27.2 million from Longhorn Partners which represents payment of $25.0 million principal and $2.2 million interest on the note and results in a termination of our transportation rights under the November 2002 settlement agreement. In the unaudited consolidated balance sheet at June 30, 2004, the $27.2 million received on July 1, 2004, is reflected in Current Assets as “Prepaid transportation receivable.”

     On July 20, 2004, the United States Court of Appeals for the District of Columbia Circuit issued its opinion on petitions for review of rulings by the Federal Energy Regulatory Commission (“FERC”) in proceedings brought by us and other parties against Kinder Morgan’s SFPP, L.P. (“SFPP”). The appeals court ruled in favor of our positions on most of the disputed issues that concern us and remanded the case to the FERC for additional consideration of several issues, some of which are involved in our claims. These proceedings relate to tariffs of common carrier pipelines, which are owned and operated by SFPP, for shipments of refined products from El Paso, Texas to Tucson and Phoenix, Arizona and from points in California to points in Arizona. We are one of several refiners that regularly utilize an SFPP pipeline to ship refined products from El Paso, Texas to Tucson and Phoenix, Arizona. Rulings by the FERC that were the subject of proceedings in the appeals court resulted in reparations payments to us in 2003 totaling approximately $15.3 million relating principally to the period from 1993 through July 2000. Because of the remand of the proceedings to the FERC for further consideration of several issues, it is not yet possible to determine whether the amount of reparations actually due to us for the period at issue will be found to be less than or more than the $15.3 million we received in 2003. Although it is not possible at the date of this report to predict the final outcome of these proceedings, we believe that future proceedings following the July 2004 appeals court decision are not likely to result in an obligation for us to repay a significant portion of the reparations payments already received and could result in payment of additional reparations to us. The final reparations amount will be determined only after the rulings by the FERC on the remanded issues and any further court proceedings on the case, which could include further review by the appeals court and possibly a petition by one or more of the parties to the United States Supreme Court for review of issues in the case.

     On August 20, 2003, Frontier Oil Corporation (“Frontier”) filed a lawsuit in the Delaware Court of Chancery against us seeking declaratory relief and unspecified damages based on allegations that we repudiated our obligations and breached an implied covenant of good faith and fair dealing under a merger agreement announced in late March 2003 under which we and Frontier would be combined. On August 21, 2003, we formally notified Frontier of our position that pending and threatened toxic tort litigation with respect to oil properties operated by a subsidiary of Frontier from 1985 to 1995 adjacent to the campus of Beverly Hills High School constituted a breach of Frontier’s representations and warranties in the merger agreement as to the absence of litigation or other circumstances which could reasonably be expected to have a material adverse effect on Frontier. On September 2, 2003, we filed in the Delaware Court of Chancery our Answer and Counterclaims seeking declaratory judgments that we had not repudiated the merger agreement, that Frontier had repudiated the merger agreement, that Frontier had breached certain representations made by Frontier in the merger agreement, that our obligations under the merger agreement were and are excused and that we may terminate the merger agreement without liability, and seeking unspecified damages as well as costs and attorneys’ fees. The trial with respect to

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Frontier’s Complaint and our Answer and Counterclaims began in the Delaware Court of Chancery on February 23, 2004 and was completed on March 5, 2004. In this litigation, the maximum amount of damages currently asserted by Frontier against us is approximately $161 million plus interest and the maximum amount of damages we are currently asserting against Frontier is approximately $148 million plus interest. Post-trial briefing was completed in late April 2004 and on May 4, 2004 the court heard oral argument. A decision is expected to be announced within several months from the date of this report. Although it is not possible at the date of this report to predict the outcome of this litigation, we believe that the claims made by Frontier in the litigation are wholly without merit and that our counterclaims are well founded.

     We are a party to various other litigation and proceedings not mentioned in this Form 10-Q which we believe, based on advice of counsel, will not have a materially adverse impact on our financial condition, results of operations or cash flows.

Note L — Sale of Pipeline Assets

     On March 4, 2003, we sold our 400 mile Iatan crude oil gathering system located in West Texas to Plains All-American Pipeline, L.P. for $24.0 million in cash. In connection with the transaction, we have entered into a six-and-a-half year agreement with Plains that commits us to transport on that gathering system at an agreed upon tariff any crude oil we purchase in the relevant area of the Iatan system. The Iatan system, while profitable, was not considered central to our refining operations. The sale resulted in a pre-tax gain of $16.2 million. The proceeds from the sale increased our cash resources available for investment in our core refining operations, including our acquisition of the Woods Cross Refinery.

Note M — Refinery and Retail Assets Acquisition

     On June 1, 2003, we acquired from ConocoPhillips the Woods Cross Refinery, located near Salt Lake City, Utah, and related assets, including a refined products terminal in Spokane, Washington, and a 50% ownership interest in refined products terminals in Boise and Burley, Idaho for an agreed price of $25.0 million plus inventory less obligations assumed. The Woods Cross Refinery has a crude oil capacity of 25,000 BPD. The purchase also included certain pipelines and other transportation assets used in connection with the refinery, 25 retail service stations located in Utah and Wyoming (which we sold in August 2003), and a 10-year exclusive license to market fuels under the Phillips brand in the states of Utah, Wyoming, Idaho and Montana. The total cash purchase price, including expenses and the $2.5 million deposit made in 2002, was $58.3 million. In accounting for the purchase, we recorded inventory of $35.5 million, property, plant and equipment of $25.6 million, intangible assets of $1.6 million and recorded a $4.4 million liability, principally for pension obligations. The $56.8 million shown on the consolidated statement of cash flows at June 30, 2003 for the acquisition of Woods Cross refinery and retail stations includes an overpayment of $1.0 million for inventory and pension benefit liabilities which was returned to us in September 2003.

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Note N — Sale of Woods Cross Retail Assets

     In August 2003, we sold our retail assets located in Utah and Wyoming for $7.0 million, less our prorated share of property taxes and certain transaction expenses, plus $1.8 million for inventories, resulting in net cash proceeds of $8.5 million. The sale resulted in a pre-tax loss of approximately $.4 million, due mainly to transaction expenses. The asset package included twenty-five operating retail sites and three closed properties that we acquired from ConocoPhillips on June 1, 2003 in the acquisition of the Woods Cross Refinery. We will continue to supply the stations with fuel from our Woods Cross Refinery under a long-term supply agreement.

Note O — Retirement Plan

     We have a non-contributory defined benefit retirement plan that covers substantially all employees. Our policy is to make contributions annually of not less than the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Benefits are based on the employee’s years of service and compensation.

     The net periodic pension expense consisted of the following components:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
	(In thousands)
Service cost	$	775		$	453		$	1,521		$	912
Interest costs		701			643			1,760			1,295
Expected return on assets		(750	)		(420	)		(1,441	)		(845	)
Amortization of prior service cost		65			65			130			130
Amortization of net (gain) loss		127			106			343			214
Net periodic benefit cost	$	918		$	847		$	2,313		$	1,706

     The expected long-term annual rate of return on plan assets is 8.5%. This rate was used in measuring 2004 and 2003 net periodic benefit cost. Through June 30, 2004, we have made $3.0 million in contributions and we do not expect to make any additional contributions in 2004.

Note P — Initial Public Offering of Holly Energy Partners

     On March 15, 2004, we filed a registration statement on Form S-1 with the SEC relating to a proposed underwritten initial public offering of limited partnership interests in Holly Energy Partners. Holly Energy Partners was formed to acquire, own and operate substantially all of our refined product pipeline and terminalling assets that support our refining and marketing operations in West Texas, New Mexico, Utah and Arizona and to own our 70% interest in Rio Grande.

     On July 7, 2004, Holly Energy Partners priced 6,100,000 common units for the initial public offering and on July 8, 2004, Holly Energy Partners’ common units began trading on the New York Stock Exchange under the symbol “HEP.” On July 13, 2004, Holly Energy Partners closed its initial public offering of 7,000,000 common units at a price of $22.25 per unit, which included a 900,000 share over-

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allotment option that was exercised by the underwriters. Total proceeds to Holly Energy Partners from the sale of the units were $155.8 million, before offering costs and underwriting commissions. We own a 51% interest in Holly Energy Partners, including the general partner interest. The initial public offering represented the sale by us of a 49% interest in Holly Energy Partners.

     One of our affiliates, Holly Energy Partners — Operating, L.P., formed in anticipation of the Holly Energy Partners public offering entered into a four-year $100 million credit facility with Union Bank of California, as administrative agent and a lender, in conjunction with the initial public offering, with an option to increase the amount to $175 million under certain conditions. At closing of the initial public offering, $25 million was drawn under the facility.

     The sum of $156 million, the total proceeds of the initial public offering and the credit facility borrowing, less offering costs, underwriting commissions and $10 million retained by Holly Energy Partners for working capital purposes, was transferred to us in July 2004. The initial public offering by Holly Energy Partners and the distribution to us are not reflected in our financial statements included in this report since they occurred after the end of our second quarter. Beginning with the third quarter of 2004, we will consolidate the results of Holly Energy Partners with minority interest treatment for the common units. Until the proceeds we received from the initial public offering are invested in long-term assets, we expect our consolidated earnings to be reduced by approximately $2 million each quarter.

     We hold 7,000,000 subordinated units of Holly Energy Partners. Our rights as holder of subordinated units to receive distributions of cash from Holly Energy Partners are subordinated to the rights of the other limited partners to receive such distributions.

     In connection with the offering, we entered into a 15-year pipelines and terminals agreement with Holly Energy Partners under which we agreed generally to transport or terminal volumes on certain of Holly Energy Partners’ initial facilities that will equal or exceed a specified minimum revenue amount annually (which will initially be $35.4 million and will adjust upward based on the producer price index) over the term of the agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations

     This Item 2, including but not limited to the sections on “Liquidity and Capital Resources” and “Additional Factors that May Affect Future Results,” contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of Part I.

OVERVIEW

     We are principally an independent petroleum refiner operating three refineries in Artesia and Lovington, New Mexico (operated as one refinery), Woods Cross, Utah and Great Falls, Montana. Our profitability depends largely on the spread between market prices for refined petroleum products and crude oil prices. At June 30, 2004, we also operated a pipeline transportation business consisting of leased and owned pipelines and our 70% investment in the Rio Grande Pipeline Company.

     On March 15, 2004, we filed a registration statement on Form S-1 with the SEC relating to a proposed underwritten initial public offering of limited partnership interests in Holly Energy Partners. Holly Energy Partners was formed to acquire, own and operate substantially all of our refined product pipeline and terminalling assets that support our refining and marketing operations in West Texas, New Mexico, Utah and Arizona and to own our 70% interest in Rio Grande. On July 13, 2004, Holly Energy Partners closed its initial public offering of 7,000,000 common units at a price of $22.25 per unit, which included a 900,000 share over-allotment option that was exercised by the underwriters. Total proceeds to Holly Energy Partners from the sale of the units were $155.8 million, before offering costs and underwriting commissions. We own a 51% interest in Holly Energy Partners, including the general partner interest. The initial public offering represented the sale by us of a 49% interest in Holly Energy Partners. Holly Energy Partners’ common units trade on the New York Stock Exchange under the symbol “HEP.” See "—Liquidity and Capital Resources—Initial Public Offering of Holly Energy Partners” below for additional information and for information about changes that have occurred due to the initial public offering for Holly Energy Partners.

     Our principal source of revenue is from the sale of high value light products such as gasoline, diesel fuel and jet fuel in markets in the western United States. Our sales and other revenues for the six months ended June 30, 2004 were $1,032 million and our net income for the six months ended June 30, 2004 was $65.0 million. Our sales and other revenues and net income for the six months ended June 30, 2004 increased from $638 million and $29.6 million, respectively, for the six months ended June 30, 2003. Our principal expenses are costs of products sold and operating expenses. Our total operating costs and expenses for six months ended June 30, 2004 were $926 million, an increase from $622 million for the six months ended June 30, 2003. For the six months ended June 30, 2003, we realized a $16.2 million gain on the sale of our 400-mile Iatan crude oil gathering system located in West Texas to Plains All-American Pipeline, L.P. and $15.2 million in reparation payments received.

     On April 26, 2004, our stock began trading on the New York Stock Exchange under the trading symbol “HOC”. Our stock formerly traded on the American Stock Exchange.

     On July 1, 2004, we received $27.2 million from Longhorn Partners which represents a principal payment of $25.0 million plus $2.2 million in interest on a note that became payable when the Longhorn Pipeline did not begin operations by July 1, 2004. This payment also resulted in the termination of our prepaid transportation rights on the Longhorn Pipeline.

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     On July 1, 2004, we entered into a new $175 million secured revolving credit facility with Bank of America as administrative agent and a lender, with a term of four years and an option to increase the facility to $225 million under certain conditions. The new credit facility replaces our prior revolving credit facility with the Canadian Imperial Bank of Commerce and may be used to fund working capital requirements, capital expenditures, acquisitions and other general corporate purposes.

     We are involved in litigation with Frontier Oil Corporation relating to our agreement to merge entered into on March 30, 2003. The trial with respect to Frontier’s amended Complaint and our Answer and Counterclaims began in the Delaware Court of Chancery on February 23, 2004 and was completed on March 5, 2004. In this litigation, the maximum amount of damages currently asserted by Frontier against us is approximately $161 million plus interest and the maximum amount of damages currently asserted by us against Frontier is approximately $148 million plus interest. A decision is expected to be announced within several months.

     On August 2, 2004, we announced that our Board of Directors approved a two-for-one stock split payable in the form of a stock dividend of one share of common stock for each issued and outstanding share of common stock. The dividend will be paid on August 30, 2004 to all record holders of common stock at the close of business on August 16, 2004. We also announced that we will be resuming repurchases of stock under the $20.0 million stock repurchase program that was originally announced in October 2001.

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RESULTS OF OPERATIONS

Financial Data (Unaudited)

	Three Months Ended
	June 30,						Change from 2003
	2004			2003			Change			Percent
	(In thousands, except per share data)
Sales and other revenue	$	568,735		$	323,287		$	245,448			75.9	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation, depletion and amortization)		425,654			269,491			156,163			57.9
Operating expense (exclusive of depreciation, depletion and amortization)		39,935			29,095			10,840			37.3
Selling, general and administration expenses (exclusive of depreciation, depletion and amortization)		11,694			6,772			4,922			72.7
Depreciation, depletion and amortization		9,931			7,941			1,990			25.1
Exploration expense, including dry holes		305			215			90			41.9
Total operating costs and expenses		487,519			313,514			174,005			55.5
Income from operations		81,216			9,773			71,443			731.0
Other income (expense):
Equity in earnings (loss) of joint ventures		600			978			(378	)		(38.7	)
Minority interest in income of joint venture		(306	)		—			(306	)		—
Interest income		2,313			145			2,168			1,495.2
Interest expense		(751	)		(348	)		(403	)		115.8
Reparations payment received		—			15,226			(15,226	)		(100.0	)
Total other income (expense)		1,856			16,001			(14,145	)		(88.4	)
Income before income taxes		83,072			25,774			57,298			222.3
Income tax provision		32,065			9,716			22,349			230.0
Net income	$	51,007		$	16,058		$	34,949			217.6	%
Net income per common share — basic	$	3.23		$	1.04		$	2.19			210.6	%
Net income per common share — diluted	$	3.13		$	1.00		$	2.13			213.0	%
Average number of common shares outstanding:
Basic		15,803			15,503			300			1.9	%
Diluted		16,302			16,048			254			1.6	%

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	Six Months Ended
	June 30,						Change from 2003
	2004			2003			Change			Percent
	(In thousands, except per share data)
Sales and other revenue	$	1,031,792		$	638,199		$	393,593			61.7	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation, depletion and amortization)		800,549			535,586			264,963			49.5
Operating expense (exclusive of depreciation, depletion and amortization)		78,607			56,264			22,343			39.7
Selling, general and administration expenses (exclusive of depreciation, depletion and amortization)		26,071			12,325			13,746			111.5
Depreciation, depletion and amortization		19,855			16,924			2,931			17.3
Exploration expense, including dry holes		428			463			(35	)		(7.6	)
Total operating costs and expenses		925,510			621,562			303,948			48.9
Gain on sale of assets		—			16,207			(16,207	)		(100.0	)
Income from operations		106,282			32,844			73,438			223.6
Other income (expense):
Equity in loss of joint ventures		(55	)		(5	)		(50	)		1,000.0
Minority interest in income of joint venture		(995	)		—			(995	)		—
Interest income		2,390			295			2,095			710.2
Interest expense		(1,706	)		(537	)		(1,169	)		217.7
Reparations payment received		—			15,226			(15,226	)		(100.0	)
Total other income (expense)		(366	)		14,979			(15,345	)		(102.4	)
Income before income taxes		105,916			47,823			58,093			121.5
Income tax provision		40,947			18,239			22,708			124.5
Net income	$	64,969		$	29,584		$	35,385			119.6	%
Net income per common share — basic	$	4.14		$	1.91		$	2.23			116.8	%
Net income per common share — diluted	$	4.01		$	1.85		$	2.16			116.8	%
Average number of common shares outstanding:
Basic		15,704			15,501			203			1.3	%
Diluted		16,185			16,005			180			1.1	%

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Balance Sheet Data (Unaudited)

	June 30,			December 31,
	2004			2003
	(Dollars in thousands)
Cash and cash equivalents	$	64,398		$	11,690
Working capital	$	68,594		$	(28,261	)
Total assets	$	817,037		$	708,892
Total debt, including maturities and borrowings under the revolving credit agreement	$	17,142		$	67,142
Stockholders’ equity	$	334,136		$	268,609
Total debt to capitalization ratio(1)		4.88	%		20.0	%

(1) The total debt to capitalization ratio is calculated by dividing total debt, including current maturities and borrowings under the revolving credit agreement, by the sum of total debt, including current maturities and borrowings under the revolving credit agreement, and stockholders’ equity.

Other Financial Data (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
	(In thousands)
Sales and other revenue(1)
Refining	$	562,726		$	316,736		$	1,018,735		$	626,660
Pipeline Transportation		5,124			3,062			11,796			7,608
Corporate and Other		885			3,489			1,261			3,931
Consolidated	$	568,735		$	323,287		$	1,031,792		$	638,199
Income (loss) from operations(1)
Refining	$	86,756		$	10,535		$	118,895		$	17,930
Pipeline Transportation		3,016			2,383			7,632			21,490
Corporate and Other		(8,556	)		(3,145	)		(20,245	)		(6,576	)
Consolidated	$	81,216		$	9,773		$	106,282		$	32,844

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
	(In thousands)
Net cash provided by operating activities	$	86,458		$	58,591		$	123,789		$	51,100
Net cash used for investing activities	$	(5,347	)	$	(96,449	)	$	(16,243	)	$	(92,710	)
Net cash provided by (used for) financing activities	$	(38,975	)	$	38,198		$	(54,838	)	$	45,990
EBITDA(2)	$	91,441		$	33,918		$	125,087		$	64,989

(1) The Refining segment includes our principal refinery in Artesia, New Mexico, which is operated in conjunction with refining facilities in Lovington, New Mexico (collectively, the “Navajo Refinery”),

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the Woods Cross Refinery near Salt Lake City, Utah, and our refinery in Great Falls, Montana. Included in the Refining Segment are costs relating to pipelines and terminals that operate in conjunction with the Refining Segment as part of the supply and distribution networks of the refineries. At June 30, 2004, the Pipeline Transportation segment included approximately 500 miles of our pipeline assets in Texas and New Mexico and our 70% interest in Rio Grande Pipeline Company. Revenues of the Pipeline Transportation segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations. See “—Liquidity and Capital Resources—Initial Public Offering of Holly Energy Partners” below for information about changes that have occurred due to the initial public offering for Holly Energy Partners. Our segment reporting will be reviewed to consider the effects of Holly Energy Partners for periods subsequent to the initial public offering.

(2)

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net income plus (i) interest expense net of interest income, (ii) income tax provision, and (iii) depreciation, depletion and amortization. EBITDA is not a calculation based upon generally accepted accounting principles in the United States of America, however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income, as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it enhances an investor’s understanding of our ability to satisfy principal and interest obligations with respect to our indebtedness and to use cash for other purposes, including capital expenditures. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to net income under “Reconciliations to Amounts Reported under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.

Refining Operating Data (Unaudited)

     Our refinery operations include the Navajo Refinery, the Woods Cross Refinery and the Montana Refinery. The following tables set forth certain information about our refinery operations:

Navajo Refinery

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Crude charge (BPD)(1)		73,570			60,820			70,510			58,210
Refinery production (BPD)(2)		81,590			68,980			80,430			66,240
Sales of produced refined products (BPD)		77,340			68,070			77,720			64,610
Sales of refined products (BPD)(3)		83,850			76,470			84,240			75,720
Refinery utilization(4)		98.1	%		101.4	%		94.0	%		97.0	%
Average per produced barrel(5)
Net sales	$	52.72		$	36.51		$	48.83		$	39.21
Raw material costs		37.77			29.98			36.43			32.21
Refinery gross margin		14.95			6.53			12.40			7.00
Refinery operating expenses(6)		3.17			2.75			3.12			3.05
Net cash operating margin	$	11.78		$	3.78		$	9.28		$	3.95

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HOLLY CORPORATION

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Feedstocks:
Sour crude oil		81	%		78	%		80	%		77	%
Sweet crude oil		9	%		10	%		8	%		11	%
Other feedstocks and blends		10	%		12	%		12	%		12	%
Total		100	%		100	%		100	%		100	%
Sales of produced refined products:
Gasoline		58	%		57	%		59	%		58	%
Diesel fuels		26	%		24	%		26	%		23	%
Jet fuels		6	%		9	%		6	%		9	%
Asphalt		7	%		7	%		6	%		6	%
LPG and other		3	%		3	%		3	%		4	%
Total		100	%		100	%		100	%		100	%

Woods Cross Refinery⁽⁷⁾

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003(7)			2004			2003(7)
Crude charge (BPD)(1)		24,470			24,980			22,840			24,980
Refinery production (BPD)(2)		26,220			25,780			24,340			25,780
Sales of produced refined products (BPD)		24,550			27,150			23,280			27,150
Sales of refined products (BPD)(3)		25,050			27,160			23,580			27,160
Refinery utilization(4)		97.9	%		99.9	%		91.4	%		99.9	%
Average per produced barrel(5)
Net sales	$	53.39		$	38.70		$	48.88		$	38.70
Raw material costs		42.61			34.25			41.44			34.25
Refinery gross margin		10.78			4.45			7.44			4.45
Refinery operating expenses(6)		3.76			2.50			3.93			2.50
Net cash operating margin	$	7.02		$	1.95		$	3.51		$	1.95
Feedstocks:
Sour crude oil		5	%		0	%		5	%		0	%
Sweet crude oil		88	%		97	%		89	%		97	%
Other feedstocks and blends		7	%		3	%		6	%		3	%
Total		100	%		100	%		100	%		100	%

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HOLLY CORPORATION

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003(7)			2004			2003(7)
Sales of produced refined products:
Gasoline		58	%		66	%		59	%		66	%
Diesel fuels		32	%		24	%		31	%		24	%
Jet fuels		2	%		1	%		1	%		1	%
Fuel oil		7	%		9	%		7	%		9	%
LPG and other		1	%		0	%		2	%		0	%
Total		100	%		100	%		100	%		100	%

Montana Refinery

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Crude charge (BPD)(1)		8,160			5,930			7,030			6,280
Refinery production (BPD)(2)		8,760			6,340			7,610			6,830
Sales of produced refined products (BPD)		8,790			8,030			6,920			6,660
Sales of refined products (BPD)(3)		8,990			8,880			7,130			7,210
Refinery utilization(4)		102.0	%		84.7	%		87.9	%		89.7	%
Average per produced barrel(5)
Net sales	$	43.29		$	34.58		$	42.24		$	35.96
Raw material costs		34.17			29.24			33.72			30.18
Refinery gross margin		9.12			5.34			8.52			5.78
Refinery operating expenses(6)		5.06			5.48			6.18			6.52
Net cash operating margin	$	4.06		$	(0.14	)	$	2.34		$	(0.74	)
Feedstocks:
Sour crude oil		93	%		94	%		92	%		92	%
Other feedstocks and blends		7	%		6	%		8	%		8	%
Total		100	%		100	%		100	%		100	%
Sales of produced refined products:
Gasoline		39	%		35	%		45	%		41	%
Diesel fuels		17	%		13	%		19	%		17	%
Jet fuels		5	%		5	%		6	%		6	%
Asphalt		35	%		43	%		25	%		31	%
LPG and other		4	%		4	%		5	%		5	%
Total		100	%		100	%		100	%		100	%

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Consolidated ⁽⁷⁾

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003(7)			2004			2003(7)
Crude charge (BPD)(1)		106,200			74,990			100,380			68,640
Refinery production (BPD)(2)		116,570			83,820			112,380			77,340
Sales of produced refined products (BPD)		110,680			85,050			107,920			75,760
Sales of refined products (BPD)(3)		117,890			94,300			114,950			87,420
Refinery utilization(4)		98.3	%		99.5	%		92.9	%		96.4	%
Average per produced barrel(5)
Net sales	$	52.12		$	36.56		$	48.42		$	38.89
Raw material costs		38.56			30.36			37.34			32.16
Refinery gross margin		13.56			6.20			11.08			6.73
Refinery operating expenses(6)		3.45			2.98			3.49			3.32
Net cash operating margin	$	10.11		$	3.22		$	7.59		$	3.41
Feedstocks:
Sour crude oil		65	%		71	%		65	%		74	%
Sweet crude oil		26	%		18	%		25	%		15	%
Other feedstocks and blends		9	%		11	%		10	%		11	%
Total		100	%		100	%		100	%		100	%
Sales of produced refined products:
Gasoline		56	%		56	%		58	%		57	%
Diesel fuels		27	%		23	%		27	%		23	%
Jet fuels		5	%		7	%		5	%		8	%
Asphalt		7	%		10	%		6	%		8	%
LPG and other		5	%		4	%		4	%		4	%
Total		100	%		100	%		100	%		100	%

(1)	Crude charge represents the barrels per day of crude oil processed at the crude units at our refineries.
(2)	Refinery production represents the barrels per day of refined products yielded from processing crude and other refinery feedstocks through the crude units and other conversion units at our refineries.
(3)	Includes refined products purchased for resale.
(4)	Represents crude charge divided by total crude capacity. For these calculations, crude oil capacity at the Navajo Refinery increased from 60,000 BPD to 75,000 BPD effective January 1, 2004, crude oil capacity at the Woods Cross Refinery is 25,000 BPD, and crude oil capacity at the Montana Refinery increased from 7,000 BPD to 8,000 BPD effective January 1, 2004.
(5)	Represents average per barrel amounts for produced refined products sold. Reconciliations to amounts reported under generally accepted accounting principles (“GAAP”) are located under “Reconciliations to Amounts Reported under Generally Accepted Accounting Principles” following Item 3 under Part I of this Form 10-Q.
(6)	Represents operating expenses of refineries, exclusive of depreciation, depletion and amortization and excludes refining segment expenses of product pipelines and terminals.
(7)	We acquired the Woods Cross Refinery on June 1, 2003 and we are reporting amounts for Woods Cross only since the purchase date. Accordingly amounts for the three and six months ended June 30, 2003 show amounts for Woods Cross that are only for the month of June 2003.

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Results of Operations — Three Months and Six Months Ended June 30, 2004 Compared with the Three Months and Six Months Ended June 30, 2003

Three Months Ended June 30, 2004 Compared with the Three Months Ended June 30, 2003

Summary

     Net income for the three months ended June 30, 2004 was $51.0 million ($3.23 per basic share and $3.13 per diluted share) compared to a net income of $16.1 million ($1.04 per basic share and $1.00 per diluted share) for the three months ended June 30, 2003. The second quarter of 2003 benefited from $15.2 million ($9.3 million after-tax effect or $0.58 per diluted share) in the reparations payment received.

     The $34.9 million increase in net income in the second quarter of 2004 as compared to the second quarter of 2003 is due mainly to improved refined product margins (which we define as the difference between refined product sales prices and the costs for crude oil and other feedstocks exclusive of depreciation, depletion and amortization) and higher volumes, due to our Woods Cross Refinery acquisition in June 2003 and the completion of the expansion of our Navajo Refinery in December 2003. In addition to the industry wide improvements in refined product margins, we also benefited in 2004 from the new gas oil hydrotreater at the Navajo Refinery that was completed in 2003, which enhances higher value light product yields and allows us to process virtually all sour crude oil. These positive factors were offset by the reparations payment received in the second quarter of 2003, and for the second quarter of 2004 increased operating expenses, principally due to the Woods Cross Refinery acquisition, and increased selling, general and administrative expenses, principally due to additional employee compensation.

Sales and Other Revenues

     Sales and other revenues increased 76% from $323.3 million in the second quarter of 2003 to $568.7 million in the second quarter of 2004 due principally to higher refined product sales prices and the operations of the Woods Cross Refinery, and to a lesser degree, higher refined product volumes sold from our Navajo Refinery. The average sales price we received per barrel sold increased 42% from $36.90 in the second quarter of 2003 to $52.44 in the second quarter of 2004. The total volume of refined products we sold increased 25% in the second quarter of 2004 as compared the prior year’s second quarter.

Cost of Products Sold

     Cost of products sold increased 58% from $269.5 million in the second quarter of 2003 to $425.7 million in the second quarter of 2004 due principally to higher costs of crude oil and the operations of the Woods Cross Refinery, and to a lesser degree, higher refined product volumes sold from our Navajo Refinery. The average price we paid per barrel of crude oil purchased increased 27% from $30.36 in the second quarter of 2003 to $38.56 in the second quarter of 2004.

Gross Refinery Margins

     The gross refinery margin per produced barrel increased 119% from $6.20 in the second quarter of 2003 to $13.56 in the second quarter of 2004. See “Reconciliations to Amounts Reported under Generally Accepted Accounting Principles” following Item 3 under Part 1 of the Form 10-Q for a reconciliation to the income statement of prices of refined products sold and costs of crude oil purchased.

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HOLLY CORPORATION

Operating Expenses

     Operating expenses increased 37% from $29.1 million in the second quarter of 2003 to $39.9 million in the second quarter of 2004 primarily due to the operations of the recently acquired Woods Cross Refinery, and to a lesser degree, higher utility costs, and the inclusion of the Rio Grande joint venture in the 2004 consolidated statements.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased 73% from $6.8 million in the second quarter of 2003 to $11.7 million in the second quarter of 2004 due primarily to additional employee compensation expense of $4.1 million.

Depreciation, Depletion and Amortization Expenses

     Depreciation, depletion and amortization increased 25% from $7.9 million in the second quarter of 2003 to $9.9 million in the second quarter of 2004 due to the acquisition of the Woods Cross Refinery, the large capital program at the Navajo Refinery, and the inclusion of the Rio Grande joint venture in the second quarter 2004 consolidated statements.

Equity in Earnings of Joint Ventures and Minority Interest

     Equity in earnings of joint ventures in the second quarter of 2003 included $0.4 million for our 25% interest in the Rio Grande joint venture and a $0.6 million for our 49% in the NK Asphalt joint venture. Since our acquisition of an additional 45% interest in the Rio Grande joint venture on June 30, 2003, we include our 70% interest in the Rio Grande joint venture in our consolidated financial statements. Equity in earnings of joint ventures in the 2004 second quarter included income of $0.7 million from our interest in the NK Asphalt joint venture. Minority interest in income of joint ventures in the 2004 second quarter was a reduction in income of $0.3 million. This represented the minority interest partner’s 30% ownership share of the Rio Grande joint venture’s income.

Interest Income

     Interest income was $2.3 million in the second quarter of 2004, as compared to $0.1 million for the second quarter of 2003. The increase of $2.2 million is due principally to the $2.2 million accrued as a receivable from Longhorn Partners. On July 1, 2004, we received $27.2 million from Longhorn Partners which represents $25.0 principal plus $2.2 million in interest on the Longhorn Partners note and results in a termination of our prepaid transportation rights under the November 2002 settlement agreement with Longhorn Partners.

Interest Expense

     Interest expense, net of capitalized interest, was $0.3 million in the second quarter of 2003. For the second quarter of 2004, interest expense increased to $0.8 million. The increase for the current year’s second quarter as compared to the same period in 2003 was due to higher borrowings made under our credit facility, and the fact that in 2003 we capitalized $0.5 million of interest costs relating to significant construction projects at the Navajo Refinery.

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HOLLY CORPORATION

Reparations Payment Received

     The $15.2 million reparations payment received in 2003 represents amounts we received from SFPP under an order by the FERC relating to tariffs we paid in prior years for shipments of refined products from El Paso, Texas to Tucson and Phoenix, Arizona.

Income Taxes

     Income taxes increased 230% from $9.7 million for the second quarter of 2003 to $32.1 million for the second quarter of 2004 due to higher pre-tax income. The effective tax rate for the second quarter of 2004 was 38.6%, as compared to 37.7% in the second quarter of 2003.

Six Months Ended June 30, 2004 Compared with the Six Months Ended June 30, 2003

Summary

     Net income for the six months ended June 30, 2004 was $65.0 million ($4.14 per basic share and $4.01 per diluted share), an increase of $35.4 million from net income of $29.6 million ($1.91 per basic share and $1.85 per diluted share) for the six months ended June 30, 2003. The six months ended June 30, 2003 benefited from $15.2 million in reparations payment received and a one time gain of $16.2 million associated with the sale of certain pipeline assets. The combined effect of the reparations payment and gain on sale was a $19.2 million increase in after-tax income and represented $1.20 per diluted share.

     The $35.4 increase in net income in the first six months of 2004 as compared to the first six months of 2003 is due mainly to improved refined product margins and higher volumes, due to our Woods Cross Refinery acquisition in June 2003 and the completion of the expansion of our Navajo Refinery in December 2003. In addition to the industry wide improvements in refined product margins, we also benefited in 2004 from the new gas oil hydrotreater at the Navajo Refinery that was completed in 2003, which enhances higher value light product yields and allows us to process virtually all sour crude oil. These positive factors were offset by the reparations payment received and the gain on sale of pipeline assets in 2003, and in 2004 increased operating expenses, principally due to the Woods Cross Refinery acquisition, and increased selling, general and administrative expenses, principally due to legal costs associated with our litigation with Frontier Oil Corporation and additional employee compensation.

Sales and Other Revenues

     Sales and other revenues increased 62% from $638.2 million for the six months ended June 30, 2003 to $1,031.8 million for the six months ended June 30, 2004 due principally to the operations of the Woods Cross Refinery, and to a lesser degree, to higher refined product sales prices and higher refined product volumes sold from our Navajo Refinery. The average sales price we received per barrel sold increased 23% from $39.58 for the first six months of 2003 to $48.68 for the first six months of 2004. The total volume of refined products we sold increased 31% in the first six months of 2004 as compared the first six months of 2003.

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Cost of Products Sold

     Cost of products sold increased 49% from $535.6 million for the six months ended June 30, 2003 to $800.5 million for the six months ended June 30, 2004 principally due to the operations of the Woods Cross Refinery, and to a lesser degree, higher costs of crude oil and higher refined product volumes sold from our Navajo Refinery. The average price we paid per barrel of crude oil purchased increased 16% from $32.16 for the first six months of 2003 to $37.34 for the first six months of 2004.

     We recognized $2.8 million in income in the first six months of 2004 resulting from liquidations of certain LIFO inventory quantities that were carried at lower costs as compared to current costs.

Gross Refinery Margins

     The gross refinery margin per produced barrel increased 65% from $6.73 for the six months ended June 30, 2003 to $11.08 for the six months ended June 30, 2004. See “Reconciliations to Amounts Reported under Generally Accepted Accounting Principles” following Item 3 under Part 1 of the Form 10-Q for a reconciliation to the income statement of prices of refined products sold and costs of crude oil purchased.

Operating Expenses

     Operating expenses increased 40% from $56.3 million for the six months ended June 30, 2003 to $78.6 million for the six months ended June 30, 2004 primarily due to the operations of the recently acquired Woods Cross Refinery, and to a lesser degree, higher utility costs, and the inclusion of the Rio Grande joint venture in the 2004 consolidated statements.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased 112% from $12.3 million for the six months ended June 30, 2003 to $26.1 million for the six months ended June 30, 2004 due primarily to $4.0 million of legal costs we incurred in 2004 associated with the litigation with Frontier, additional employee compensation expense of $6.7 million, and to a lesser degree, selling, general and administrative costs related to the Woods Cross Refinery.

Depreciation, Depletion and Amortization Expenses

     Depreciation, depletion and amortization increased 17% from $16.9 million for the six months ended June 30, 2003 to $19.9 million for the six months ended June 30, 2004 due to the acquisition of the Woods Cross Refinery, the large capital program at the Navajo Refinery, and the inclusion of the Rio Grande joint venture in the 2004 consolidated statements.

Gain on Sale of Assets

     The gain on sale of assets for the six months ended June 30, 2003 is from the sale of our 400 mile Iatan crude oil gathering system located in West Texas to Plains All-American Pipeline, L.P.

Equity in Earnings of Joint Ventures and Minority Interest

     Equity in earnings of joint ventures in the first six months of 2003 included income of $0.5 million

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for our 25% interest in the Rio Grande joint venture and a loss of $0.5 million for our 49% in the NK Asphalt joint venture. Since our acquisition of an additional 45% interest in the Rio Grande joint venture on June 30, 2003, we include our 70% interest in the Rio Grande joint venture in our consolidated financial statements. Equity in earnings of joint ventures for the six months ended June 30, 2004 included income of $0.1 million from our interest in the NK Asphalt joint venture. Minority interest in income of joint ventures for the six months ended June 30, 2004 resulted in a reduction in income of $1.0 million. This represented the minority interest partner’s 30% ownership share of the Rio Grande joint venture’s income.

Interest Income

     Interest income for the six months ended June 30, 2003 was $0.3 million as compared to $2.4 million for the six months ended June 30, 2004. The increase of $2.1 million is due principally to the $2.2 million accrued as a receivable from Longhorn Partners. On July 1, 2004, we received $27.2 million from Longhorn Partners which represents $25.0 principal plus $2.2 million in interest on the Longhorn Partners note and results in a termination of our prepaid transportation rights under the November 2002 settlement agreement with Longhorn Partners.

Interest Expense

     Interest expense, net of capitalized interest, was $0.5 million for the six months ended June 30, 2003. For the six months ended June 30, 2004, interest expense increased to $1.7 million. The $1.2 million increase was due to higher borrowings made under our credit agreement, and the fact that in 2003 we capitalized $1.0 million of interest costs relating to significant construction projects at the Navajo Refinery.

Reparations Payment Received

     The $15.2 million reparations payment received in 2003 represents amounts we received from SFPP under an order by the FERC relating to tariffs we paid in prior years for shipments of refined products from El Paso, Texas to Tucson and Phoenix, Arizona.

Income Taxes

     Income taxes increased 125% from $18.2 million for the six months ended June 30, 2003 to $40.9 million for the six months ended June 30, 2004 due to higher pre-tax income. The effective tax rate for the first six months of 2004 was 38.7%, as compared to 38.1% for the first six months of 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents increased by $52.7 million during the six months ended June 30, 2004. The cash flow generated from operating activities of $123.8 million exceeded the cash used for financing activities of $54.8 million and for investing activities of $16.2 million. Working capital increased during the six months ended June 30, 2004 by $96.9 million.

     At June 30, 2004, we had letters of credit outstanding under our revolving credit facility with the Canadian Imperial Bank of Commerce of $1.2 million and had no borrowings outstanding. Borrowings as of December 31, 2003 under this credit facility were classified as a current liability because the facility

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was set to expire in October 2004. We terminated this facility as of July 1, 2004 and no longer have any borrowings under it.

     On July 1, 2004, we entered into a new $175 million secured revolving credit facility which replaced the prior revolving credit facility. The new credit facility with Bank of America, as administrative agent and a lender, has a term of four years and we may increase it to $225 million under certain conditions. The new credit facility may be used to fund working capital requirements, capital expenditures, acquisitions and other general corporate purposes.

     On October 30, 2001, we announced plans to repurchase up to $20.0 million of our common stock. Since that date we have made repurchases from time to time in open market purchases or privately negotiated transactions, subject to price and availability. The repurchases have been financed with currently available corporate funds. We did not repurchase any shares during the six months ended June 30, 2004. From inception of the plan through July 31, 2004, we have repurchased 272,400 shares at a cost of approximately $4.7 million. No stock repurchases have been made since February 7, 2003. On August 2, 2004, we announced that we will be resuming repurchases of stock under the $20.0 million stock repurchase program.

     We believe our current cash balances, including the proceeds from Holly Energy Partners transferred to us, future internally generated cash flow, and funds available under our new credit facility, provide sufficient resources to fund planned capital projects, scheduled repayments of our senior notes, continued payment of dividends (although dividend payments must be approved by the Board of Directors and cannot be guaranteed), and our liquidity needs for the foreseeable future.

Initial Public Offering of Holly Energy Partners

     On March 15, 2004, we filed a registration statement on Form S-1 with the SEC relating to a proposed underwritten initial public offering of limited partnership interests in Holly Energy Partners. Holly Energy Partners was formed to acquire, own and operate substantially all of our refined product pipeline and terminalling assets that support our refining and marketing operations in West Texas, New Mexico, Utah and Arizona and to own our 70% interest in Rio Grande.

     On July 7, 2004, Holly Energy Partners priced 6,100,000 common units for the initial public offering and on July 8, 2004, Holly Energy Partners’ common units began trading on the New York Stock Exchange under the symbol “HEP.” On July 13, 2004, Holly Energy Partners closed its initial public offering of 7,000,000 common units at a price of $22.25 per unit, which included a 900,000 share over-allotment option that was exercised by the underwriters. Total proceeds to Holly Energy Partners from the sale of the units were $155.8 million, before offering costs and underwriting commissions. We own a 51% interest in Holly Energy Partners, including the general partner interest. The initial public offering represented the sale by us of a 49% interest in Holly Energy Partners.

     One of our affiliates, Holly Energy Partners — Operating, L.P., formed in anticipation of the Holly Energy Partners public offering entered into a four-year $100 million credit facility with Union Bank of California, as administrative agent and a lender, in conjunction with the initial public offering, with an option to increase the amount to $175 million under certain conditions. At closing of the initial public offering, $25 million was drawn under the facility.

     The sum of $156 million, the total proceeds of the initial public offering and the credit facility borrowing, less offering costs, underwriting commissions and $10 million retained by Holly Energy

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Partners for working capital purposes, was transferred to us in July 2004. The initial public offering by Holly Energy Partners and the distribution to us are not reflected in our financial statements included in this report since they occurred after the end of our second quarter. Beginning with the third quarter of 2004, we will consolidate the results of Holly Energy Partners with minority interest treatment for the common units. Until the proceeds we received from the initial public offering are invested in long-term assets, we expect our consolidated earnings to be reduced by approximately $2 million each quarter.

     We hold 7,000,000 subordinated units of Holly Energy Partners. Our rights as holder of subordinated units to receive distributions of cash from Holly Energy Partners are subordinated to the rights of the other limited partners to receive such distributions.

     In connection with the offering, we entered into a 15-year pipelines and terminals agreement with Holly Energy Partners under which we agreed generally to transport or terminal volumes on certain of Holly Energy Partners’ initial facilities that will equal or exceed a specified minimum revenue amount annually (which will initially be $35.4 million and will adjust upward based on the producer price index) over the term of the agreement.

Cash Flows from Operating Activities

     Cash flows provided by operating activities amounted to $123.8 million for the six months ended June 30, 2004, compared to cash provided by operating activities of $51.1 million for the six months ended June 30, 2003. The $72.7 million net increase in cash provided by operating activities for the first six months of 2004 as compared to the first six months of 2003 was primarily due to an increase in net income of $51.6 million (excluding the effect of the pre-tax gain on sale of assets). Additionally, positively impacting cash provided by operating activities in 2004 as compared to 2003, were greater increases in accounts payable of $41.0 million and net income taxes payable of $24.5 million, a larger decrease in inventories of $10.3 million, and turnaround expenditures incurred in 2003 of $4.7 million. These increases in cash flow were partially offset by significant items decreasing cash flow, when comparing the first six months of 2004 to the first six months of 2003, including a greater increase in accounts receivable of $57.5 million, an increase in prepayments and other in 2004 as compared to a small decrease in 2003 resulting in a net increase of $6.9 million, and a decrease of $4.6 million in deferred taxes.

Cash Flows Used for Investing Activities and Capital Projects

     Cash flows used for investing activities were $16.2 million for the six months ended June 30, 2004, as compared to cash flows used for investing activities of $92.7 million for the six months ended June 30, 2003. Cash expenditures for property, plant and equipment for the first six months of 2004 totaled $19.1 million, as compared to $38.5 million for the six months ended June 30, 2003. In the first six months of 2004, we received a distribution of $2.9 million from our asphalt joint venture. Our net cash flows provided by investing activities in 2003 included $24.0 million in proceeds from the sale of a crude oil gathering pipeline system located in West Texas, a cash outlay of $56.8 million for the purchase of the Woods Cross refinery on June 1, 2003 and $21.4 million for the purchase of an additional 45% interest in the Rio Grande joint venture.

     We have invested significant amounts in capital expenditures in recent years to expand and enhance the Navajo Refinery and expand its supply and distribution network. In December 2003, we completed a major expansion project at the Navajo Refinery that included the construction of a new gas oil hydrotreater unit. The total cost of the project was approximately $85.0 million, excluding capitalized

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interest. The hydrotreater enhances higher value light product yields and expands our ability to produce additional quantities of gasolines meeting the present California Air Resources Board (“CARB”) standards, which were adopted in the Phoenix market for winter months beginning in late 2000, and enables us to meet the recently adopted Environmental Protection Agency (“EPA”) nationwide low-sulfur gasoline requirements that became effective January 1, 2004. Contemporaneous with the hydrotreater project, we completed necessary modifications to several of the Artesia and Lovington processing units for the Navajo Refinery expansion, which increased crude oil refining capacity from 60,000 BPD to 75,000 BPD. The permits we received for the Artesia facility, subject to possible minor modifications, should also permit a second phase expansion of the Navajo Refinery’s crude oil capacity to an estimated 80,000 BPD, but a schedule for such additional expansion has not been determined.

     In March 2003, we sold our Iatan crude oil gathering system located in West Texas to Plains Marketing L.P. (“Plains”) for a purchase price of $24.0 million in cash. In connection with the transaction, we entered into a six-and-a-half-year agreement with Plains that commits us to transport any crude oil purchased in the relevant area on the Iatan system at an agreed-upon tariff. The sale resulted in a pre-tax gain of $16.2 million.

Planned Capital Expenditures

     Each year our Board of Directors approves capital projects that our management is authorized to undertake in our annual capital budget. The funds allocated for a particular capital project in the annual capital budget may be expended in the current year or over a period of several years, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures approved for capital projects included in the current year’s capital budget as well as, in certain cases, expenditures approved for capital projects in capital budgets for prior years. Our capital budget adopted for 2004 totals approximately $45.0 million, comprised of $7.0 million for refining and pipeline improvement projects for the Navajo Refinery, $19.5 million for projects at the Woods Cross Refinery, $0.5 million for projects at the Montana Refinery, $0.3 million for oil and gas exploration and production, $0.7 million for information technology and other, and $17.0 million for management to pursue new high-return pipeline transportation and terminal opportunities relating to the distribution network of the Navajo Refinery. For 2004, we expect to expend approximately $32.0 million on capital projects, which amounts include certain carryovers of capital projects from previous years, less carryovers to 2005 of certain of the 2004 approved capital items, including the $17.0 million authorized for new pipeline and terminal projects for which no material amounts are expected to be expended in 2004. We are finalizing our clean fuels strategy for the Woods Cross Refinery, which will be required to address the requirement for lower sulfur in on-road diesel fuel beginning June 1, 2006. The original 2004 capital budget for the Woods Cross Refinery includes preliminary costs of $13.5 million for increased hydrogen production, $3.0 million associated with a selected low-sulfur diesel desulfurization project, and approximately $3.0 million for other refinery improvements. However, we are continuing our analysis to determine the most effective means to meet low-sulfur diesel requirements, and our estimate of total costs for these projects is expected to exceed the original 2004 capital budget amounts for the Woods Cross Refinery. For our Navajo and Montana refineries, we are currently studying options which will allow us to meet the low-sulfur on-road diesel fuel requirements.

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Cash Flows from Financing Activities

     Cash flows used for financing activities were $54.8 million for the six months ended June 30, 2004, as compared to cash flows provided by financing activities of $46.0 million for the six months ended June 30, 2003. During the first six months of 2004, we repaid in full our borrowings under our credit facility of $50.0 million, paid $3.8 million in dividends, received $2.6 million for common stock issued upon the exercise of options, and made a distribution of $2.3 million to the minority interest partner of the Rio Grande Pipeline Company. During the first six months of 2003, we had net borrowings under our credit facility of $50.0 million, spent $0.9 million to repurchase shares of common stock, paid $3.4 million in dividends and received $0.5 million for common stock issued upon exercise of options.

Contractual Obligations and Commitments

     During the six months ended June 30, 2004, there were no significant changes to our contractual obligations for long-term debt and operating leases, other than the regular payments made under existing operating leases.

     In July 2000, we formed a joint venture with a subsidiary of Koch Materials Company (“Koch”) called NK Asphalt Partners, to manufacture and market asphalt and asphalt products in Arizona and New Mexico under the name “Koch Asphalt Solutions — Southwest.” We contributed our asphalt terminal and asphalt blending and modifications assets in Arizona to NK Asphalt Partners and Koch contributed its New Mexico and Arizona asphalt manufacturing and marketing assets to NK Asphalt Partners. In January 2002, we sold a 1% equity interest to Koch, thereby reducing our interest from 50% to 49%. All asphalt produced at the Navajo Refinery is sold at market prices to the joint venture under a supply agreement. We made a contribution to the joint venture in July 2004 of $3.25 million and are required to make additional contributions to the joint venture of up to $3.25 million for each of the next six years contingent on the earnings level of the joint venture. We plan to finance such contributions from our share of cash flows of the joint venture. In the event we fail to make the required contributions, we may lose our voting rights during such default and the other partner could cause the partnership to bring a proceeding to collect the unpaid contributions plus interest at the prime rate plus 2.0%.

     In December 2001, we entered into a Consent Agreement (“Consent Agreement”) with the EPA, the New Mexico Environment Department, and the Montana Department of Environmental Quality. The Consent Agreement requires us to make investments at our New Mexico and Montana refineries for the installation of certain state of the art pollution control equipment currently expected to total approximately $15.0 million over a period expected to end in 2009, of which approximately $9.0 million has been expended to date.

     In connection with the Holly Energy Partners offering, discussed above, we entered into a 15-year pipelines and terminals agreement with Holly Energy Partners under which we agreed generally to transport or terminal volumes on certain of Holly Energy Partners’ initial facilities that will equal or exceed a specified minimum revenue amount annually (which will initially be $35.4 million and will adjust upward based on the producer price index) over the term of the agreement.

CRITICAL ACCOUNTING POLICIES

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles

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generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

     Our significant accounting policies are described in “Item 7. Management’s Discussion and Analysis of Financial Conditions and Operations — Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2003. Certain critical accounting policies that materially affect the amounts recorded in our consolidated financial statements are the use of the LIFO method of valuing certain inventories, the amortization of deferred costs for regular major maintenance and repairs at our refineries, assessing the possible impairment of certain long-lived assets, and assessing contingent liabilities for probable losses. There have been no changes to these policies in 2004.

New Accounting Prouncements

Exposure Draft for a Proposed Statement of Position, “Accounting for Certain Costs and Activities Related to Property, Plant and Equipment”

     The American Institute of Certified Public Accountants (“AICPA”) has issued an Exposure Draft for a Proposed Statement of Position, “Accounting for Certain Costs and Activities Related to Property, Plant and Equipment,” which would require major maintenance activities to be expensed as costs are incurred. At the April 14, 2004 Financial Accounting Standards Board (“FASB”) meeting, the FASB objected to final clearance of the proposed Statement of Position and further asked the AICPA Accounting Standards Executive Committee to discontinue work on the project. The Board removed the project from the agenda and no further FASB discussion is planned.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     This discussion should be read in conjunction with the discussion under the heading “Additional Factors That May Affect Future Results” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2003.

The potential operation of the proposed Longhorn Pipeline could impact the supply of refined products to our existing markets, such as El Paso, Albuquerque and Phoenix.

     The proposed Longhorn Pipeline, which is owned by Longhorn Partners, is an additional potential source of pipeline transportation from Gulf Coast refineries to El Paso. This pipeline is proposed to run approximately 700 miles from the Houston area of the Gulf Coast to El Paso, utilizing a direct route. Longhorn Partners has proposed to use the pipeline initially to transport approximately 72,000 BPD of refined products from the Gulf Coast to El Paso and markets served from El Paso, with an ultimate maximum capacity of 225,000 BPD. In December 2003, the United States Court of Appeals for the Fifth Circuit affirmed the decision by the federal district court in Austin, Texas that allows the Longhorn Pipeline to begin operations when agreed improvements have been completed. The plaintiffs in these proceedings filed in April 2004 a petition to the Supreme Court of the United States seeking review of the Court of Appeals decision. We understand the current planned start-up date for the Longhorn Pipeline is sometime in the latter half of 2004.

     If the Longhorn Pipeline operates as currently proposed, it could result in downward pressure on

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wholesale refined products margins in El Paso and related markets. However, any effects on our markets in Tucson and Phoenix, Arizona and Albuquerque, New Mexico would be expected to be limited in the near-term because current common carrier pipelines from El Paso to these markets are now running at capacity and proration policies of these pipelines allocate only limited capacity to new shippers. Although ChevronTexaco has not announced any plans to expand its common carrier pipeline from El Paso to Albuquerque to address their capacity constraint, SFPP has announced plans to expand the capacity of its pipeline from El Paso to the Arizona market by 53,000 BPD. According to industry sources, this expansion is expected to be complete during late 2005 or early 2006. Although our results of operations might be adversely impacted by the start-up of the Longhorn Pipeline, we are unable to predict at this time the extent to which we could be negatively affected.

     In November 2002, as a result of our settlement of litigation with Longhorn Partners, we prepaid $25.0 million to Longhorn Partners for the shipment of 7,000 BPD of refined products from the Gulf Coast to El Paso in a period of up to six years from the date the Longhorn Pipeline begins operations if such operations began by July 1, 2004. Under the agreement, the prepayment would have covered shipments of 7,000 BPD for approximately four and a half years assuming there were no curtailments of service once operations began. On July 1, 2004, under the terms of the November 2002 settlement agreement that terminated litigation between us and Longhorn Partners, we received $25.0 million principal plus $2.2 million of interest from Longhorn Partners. This repayment resulted in a termination of our prepaid transportation rights under the November 2002 settlement agreement.

A lawsuit is pending with respect to our proposed merger with Frontier Oil Corporation.

     On August 20, 2003, Frontier filed a lawsuit in the Delaware Court of Chancery against us seeking declaratory relief and unspecified damages based on allegations that we repudiated our obligations and breached an implied covenant of good faith and fair dealing under a merger agreement announced in late March 2003 under which we and Frontier would be combined. On August 21, 2003, we formally notified Frontier of our position that pending and threatened toxic tort litigation with respect to oil properties operated by a subsidiary of Frontier from 1985 to 1995 adjacent to the campus of Beverly Hills High School constituted a breach of Frontier’s representations and warranties in the merger agreement as to the absence of litigation or other circumstances which could reasonably be expected to have a material adverse effect on Frontier. On September 2, 2003, we filed in the Delaware Court of Chancery our Answer and Counterclaims seeking declaratory judgments that we had not repudiated the merger agreement, that Frontier had repudiated the merger agreement, that Frontier had breached certain representations made by Frontier in the merger agreement, that our obligations under the merger agreement were and are excused and that we may terminate the merger agreement without liability, and seeking unspecified damages as well as costs and attorneys’ fees. The trial with respect to Frontier’s Complaint and our Answer and Counterclaims began in the Delaware Court of Chancery on February 23, 2004 and was completed on March 5, 2004. In this litigation, the maximum amount of damages currently asserted by Frontier against us is approximately $161 million plus interest and the maximum amount of damages we are currently asserting against Frontier is approximately $148 million plus interest. Post-trial briefing was completed in late April 2004 and on May 4, 2004 the court heard oral argument. A decision is expected to be announced within several months from the date of this report. Although it is not possible at the date of this report to predict the outcome of this litigation, we believe that the claims made by Frontier in the litigation are wholly without merit and that our counterclaims are well founded.

     Other legal proceedings that could affect future results are described below in Part II, Item 1 “Legal Proceedings.”

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RISK MANAGEMENT

     We use certain strategies to reduce some commodity price and operational risks. We do not attempt to eliminate all market risk exposures when we believe the exposure relating to such risk would not be significant to our future earnings, financial position, capital resources or liquidity or that the cost of eliminating the exposure would outweigh the benefit. Our profitability depends largely on the spread between market prices for refined products and market prices for crude oil. A substantial or prolonged reduction in this spread could have a significant negative effect on our earnings, financial condition and cash flows.

     We periodically utilize petroleum commodity futures contracts to reduce our exposure to price fluctuations associated with crude oil and refined products. In October 2003, we entered into price swaps to help manage the exposure to price volatility relating to forecasted purchases of natural gas from December 2003 to March 2004. These transactions were designated as cash flow hedges of forecasted purchases. The contracts to hedge natural gas costs were for 6,000, 500, and 2,000 MMBtu per day for the Navajo Refinery, Montana Refinery, and the Woods Cross Refinery, respectively. The January to March 2004 contracts resulted in net realized gains of $270,000 and were recorded as a reduction to refinery operating expenses. There was no ineffective portion of these hedges, and at June 30, 2004, no price swaps were outstanding.

     At June 30, 2004, we had outstanding unsecured debt of $17.1 million and had no borrowings outstanding under our credit facility. We do not have significant exposure to changing interest rates on our unsecured debt because the interest rates are fixed, the average maturity is approximately one year and such debt represents approximately 4.9% of our total capitalization. As the interest rates on our bank borrowings are reset frequently based on either the bank’s daily effective prime rate, or the LIBOR rate, interest rate market risk is very low. We used borrowings under our previous credit facility to finance our working capital needs. The maximum borrowing under our previous credit facility during the first six months of 2004 was $80.0 million. Through June 30, 2004, we invested any available cash only in investment grade, highly liquid investments with maturities of three months or less and hence the interest rate market risk implicit in these cash investments was low. Subsequent to the initial public offering of Holly Energy Partners, we are investing certain available cash in portfolios of investment grade debt securities with average duration of not greater than one year. A ten percent change in the market interest rate over the next year would not materially impact our earnings or cash flows since the interest rates on our long-term debt are fixed and our borrowings under our credit facility and short-term investments are at short-term market rates and such interest has historically not been significant as compared to our total operations. A ten percent change in the market interest rate over the next year would not materially impact our financial condition since the average maturity of our long-term debt is approximately one year, such debt represents approximately 4.9% of our total capitalization, and our borrowings under our credit facility and short-term investments are at short-term market rates.

     Our operations are subject to normal hazards of operations, including fire, explosion and weather-related perils. We maintain various insurance coverages, including business interruption insurance, subject to certain deductibles. We are not fully insured against certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     See “Risk Management” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to amounts reported under generally accepted accounting principles in financial statements.

     Earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as net income plus (i) interest expense net of interest income, (ii) income tax provision, and (iii) depreciation, depletion and amortization. EBITDA is not a calculation based upon accounting principles generally accepted in the United States of America; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it enhances an investor’s understanding of our ability to satisfy principal and interest obligations with respect to our indebtedness and to use cash for other purposes, including capital expenditures. EBITDA is also used by our management for internal analysis and as a basis for financial covenants.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
	(In thousands)
Net income	$	51,007		$	16,058		$	64,969		$	29,584
Add provision for income tax		32,065			9,716			40,947			18,239
Add interest expense		751			348			1,706			537
Subtract interest income		(2,313	)		(145	)		(2,390	)		(295	)
Add depreciation and amortization		9,931			7,941			19,855			16,924
EBITDA	$	91,441		$	33,918		$	125,087		$	64,989

Reconciliations of refinery operating information to amounts reported under generally accepted accounting principles in financial statements.

     Per barrel sales, material costs, operating cost and margins are used by management and others to compare our refining performance to that of other companies in our industry. Refinery gross margin is the difference between net sales price per barrel and raw material costs per barrel of produced refined products. Net cash operating margin is the difference between refinery gross margin per barrel and refinery operating cost per barrel. Other companies may not calculate margins in the same manner. Per barrel sales, material cost, and operating cost of produced refined products can be reconciled to our Statement of Income. Refining segment sales can be calculated by taking the sum of produced refined products (or calculated on a refinery stand-alone basis) times the average sales price per produced barrel sold and purchased refined products times the average sales price per purchased barrel sold, times the number of days in the period. Refining segment costs of products sold would be calculated in the same manner. Refining operating expenses would be calculated by taking the sum of produced refined products sold (or calculated on a refinery stand-alone basis) times the average cash operating cost per barrel produced, times the number of days in the period. Due to rounding of reported numbers, some

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amounts may not calculate exactly. The average produced barrel per day net sales, raw material costs and refinery operating cost are reconciled to sales and other revenue, cost of product sold and operating expenses as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2004		2003(1)			2004		2003(1)
Navajo Refinery
Sale of produced refined products (BPD)		77,340		68,070			77,720		64,610
Average per produced barrel:
Net sales	$	52.72	$	36.51		$	48.83	$	39.21
Raw materials		37.77		29.98			36.43		32.21
Refinery gross margin		14.95		6.53			12.40		7.00
Refinery operating costs		3.17		2.75			3.12		3.05
Net cash operating margin	$	11.78	$	3.78		$	9.28	$	3.95
Woods Cross Refinery(1)
Sale of produced refined products (BPD)		24,550		27,150			23,280		27,150
Average per produced barrel:
Net sales	$	53.39	$	38.70		$	48.88	$	38.70
Raw materials		42.61		34.25			41.44		34.25
Refinery gross margin		10.78		4.45			7.44		4.45
Refinery operating costs		3.76		2.50			3.93		2.50
Net cash operating margin	$	7.02	$	1.95		$	3.51	$	1.95
Montana Refinery
Sale of produced refined products (BPD)		8,790		8,030			6,920		6,660
Average per produced barrel:
Net sales	$	43.29	$	34.58		$	42.24	$	35.96
Raw materials		34.17		29.24			33.72		30.18
Refinery gross margin		9.12		5.34			8.52		5.78
Refinery operating costs		5.06		5.48			6.18		6.52
Net cash operating margin	$	4.06	$	(0.14	)	$	2.34	$	(0.74	)

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Consolidated

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2004			2003(1)		2004			2003(1)
	(In thousands, except barrel data)
Sales of produced refined products (BPD)		110,680			85,050		107,920			75,760
Average per produced barrel:
Net sales	$	52.12		$	36.56	$	48.42		$	38.89
Raw materials		38.56			30.36		37.34			32.16
Refinery gross margin		13.56			6.20		11.08			6.73
Refinery operating costs		3.45			2.98		3.49			3.32
Net cash operating margin	$	10.11		$	3.22	$	7.59		$	3.41
Sales of produced refined products (BPD)		110,680			85,050		107,920			75,760
Average sales price per produced barrel sold	$	52.12		$	36.56	$	48.42		$	38.89
Average raw material costs per produced barrel	$	38.56		$	30.36	$	37.34		$	32.16
Average cash operating expenses per produced barrel sold	$	3.45		$	2.98	$	3.49		$	3.32
Sales of purchased refined products (BPD)(2)		7,210			9,250		7,030			11,660
Average sales price per purchased barrel sold	$	57.25		$	40.05	$	52.63		$	44.09
Average cost per purchased barrel sold	$	57.07		$	38.54	$	52.69		$	43.91
Sales of all refined products (BPD)		117,890			94,300		114,950			87,420
Average sales price per sales barrel	$	52.44		$	36.90	$	48.68		$	39.58
Average costs of products per barrel sold	$	39.69		$	31.16	$	38.28		$	33.72
Refined product sales	$	562,548		$	316,678	$	1,018,375		$	626,359
Other refining segment revenue		178			58		360			301
Total refining segment revenue		562,726			316,736		1,018,735			626,660
Pipeline transportation segment sales & other revenues		5,124			3,062		11,796			7,608
Corporate and Other revenues and eliminations		885			3,489		1,261			3,931
Sales and other revenues	$	568,735		$	323,287	$	1,031,792		$	638,199
Refining segment costs of products sold	$	425,783		$	267,585	$	800,780		$	533,812
Corporate and other costs and eliminations		(129	)		1,906		(231	)		1,774
Cost of products sold	$	425,654		$	269,491	$	800,549		$	535,586
Refinery operating expenses	$	34,747		$	23,072	$	68,552		$	45,587
Other refining segment operating expenses(3)		3,574			4,724		7,501			8,024
Total refining segment operating expenses		38,321			27,796		76,053			53,611
Pipeline transportation segment operating expenses		1,522			517		2,421			1,838
Corporate and Other costs and eliminations		92			782		133			815
Operating expenses	$	39,935		$	29,095	$	78,607		$	56,264

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(1)	We purchased the Woods Cross, Utah refinery from ConocoPhillips on June 1, 2003. Barrels per day (“BPD”) for Woods Cross is calculated on actual production of the plant since June 1, 2003 (30 days for the three months and six months ended June 30, 2003). Consolidated barrels per day are computed based upon total volumes for all three refineries divided by the number of calendar days in each period presented.
(2)	We purchase finished refined products when opportunities arise that provide a profit on the sale of such products, or to meet delivery commitments where we choose to redirect produced products to more profitable markets.
(3)	Represents refining segment expenses of product pipelines and terminals, principally relating to the marketing of products from the Navajo Refinery.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

     Our principal executive officer and principal financial officer have evaluated, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of our disclosure controls and procedures are effective in ensuring that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Changes in internal control over financial reporting.

     There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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HOLLY CORPORATION

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     On August 20, 2003, Frontier Oil Corporation filed a lawsuit in the Delaware Court of Chancery against us seeking declaratory relief and unspecified damages based on allegations that we repudiated our obligations and breached an implied covenant of good faith and fair dealing under a merger agreement announced in late March 2003 under which we and Frontier would be combined. On August 21, 2003, we formally notified Frontier of our position that pending and threatened toxic tort litigation with respect to oil properties operated by a subsidiary of Frontier from 1985 to 1995 adjacent to the campus of Beverly Hills High School constituted a breach of Frontier’s representations and warranties in the merger agreement as to the absence of litigation or other circumstances which could reasonably be expected to have a material adverse effect on Frontier. On September 2, 2003, we filed in the Delaware Court of Chancery our Answer and Counterclaims seeking declaratory judgments that we had not repudiated the merger agreement, that Frontier had repudiated the merger agreement, that Frontier had breached certain representations made by Frontier in the merger agreement, that our obligations under the merger agreement were and are excused and that we may terminate the merger agreement without liability, and seeking unspecified damages as well as costs and attorneys’ fees. The trial with respect to Frontier’s Complaint and our Answer and Counterclaims began in the Delaware Court of Chancery on February 23, 2004 and was completed on March 5, 2004. In this litigation, the maximum amount of damages currently asserted by Frontier against us is approximately $161 million plus interest and the maximum amount of damages we are currently asserting against Frontier is approximately $148 million plus interest. Post-trial briefing was completed in late April 2004 and on May 4, 2004 the court heard oral argument. A decision is expected to be announced within several months from the date of this report. Although it is not possible at the date of this report to predict the outcome of this litigation, we believe that the claims made by Frontier in the litigation are wholly without merit and that our counterclaims are well founded.

     We have pending in the United States Court of Federal Claims a lawsuit against the Department of Defense relating to claims totaling approximately $298 million with respect to jet fuel sales by two subsidiaries in the years 1982 through 1999. In October 2003, the judge before whom the case is pending issued a ruling that denied the Government’s motion for partial summary judgment on all issues raised by the Government and granted our motion for partial summary judgment on most of the issues we raised. The ruling on the motions for summary judgment in our case does not constitute a final ruling on our claims, but instead the judge’s ruling is expected to be followed by substantial discovery proceedings and then a trial on factual issues. We plan to seek to amend our complaint in this lawsuit to add an additional claim for approximately $900,000 which we submitted to the Government in September 2003 and which the Government denied in November 2003. The trial judge in our case issued an order on March 18, 2004 to stay proceedings in our case while interlocutory appeals to the United States Court of Appeals for the Federal Circuit are pending on rulings by two other United States Court of Federal Claims judges in cases relating to military fuel sales of two other refining companies. The rulings in these two cases were favorable to the position of the refining company in one case and favorable to the position of the Government in the other case. A decision by the appeals court in these cases is expected to be issued by early in 2005 and such decision could substantially affect our lawsuit. It is not possible at the date of this report to predict the outcome of further proceedings in our case or the impact on our case of any decisions by the appeals court in the related cases, nor is it possible to predict what amount, if any, will ultimately be payable to us with respect to our lawsuit.

     On July 20, 2004, the United States Court of Appeals for the District of Columbia Circuit issued its opinion on petitions for review of rulings by the FERC in proceedings brought by us and other parties against SFPP. The appeals court ruled in favor of our positions on most of the disputed issues that concern us and remanded the case to the FERC for additional consideration of several issues, some of

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HOLLY CORPORATION

which are involved in our claims. These proceedings relate to tariffs of common carrier pipelines, which are owned and operated by SFPP, for shipments of refined products from El Paso, Texas to Tucson and Phoenix, Arizona and from points in California to points in Arizona. We are one of several refiners that regularly utilize an SFPP pipeline to ship refined products from El Paso, Texas to Tucson and Phoenix, Arizona. Rulings by the FERC that were the subject of proceedings in the appeals court resulted in reparations payments to us in 2003 totaling approximately $15.3 million relating principally to the period from 1993 through July 2000. Because of the remand of the proceedings to the FERC for further consideration of several issues, it is not yet possible to determine whether the amount of reparations actually due to us for the period at issue will be found to be less than or more than the $15.3 million we received in 2003. Although it is not possible at the date of this report to predict the final outcome of these proceedings, we believe that future proceedings following the July 2004 appeals court decision are not likely to result in an obligation for us to repay a significant portion of the reparations payments already received and could result in payment of additional reparations to us. The final reparations amount will be determined only after the rulings by the FERC on the remanded issues and any further court proceedings on the case, which could include further review by the appeals court and possibly a petition by one or more of the parties to the United States Supreme Court for review of issues in the case.

     On May 21, 2004 we responded to a Request for Information from the EPA under Section 114 of the Clean Air Act that we had received in April 2004. The Request for Information related to certain batches of gasoline produced and shipped by our Navajo Refinery in 2000 through 2003 and followed informal communications with the EPA concerning our compliance with environmental regulations applicable to gasolines produced by the Navajo Refinery. One specific matter that was the subject of informal communications with the EPA in early 2004 but that was not the subject of the Request for Information was the inadvertent issuance by the Navajo Refinery for almost 12 months during 2001 and 2002 of delivery documents to exchange partners that failed to properly contain statements required by federal regulations that the product did not meet the requirements for reformulated gasoline. We believe that this omission did not result in the delivery of non-reformulated gasoline to geographic areas where federal regulations require the use of reformulated gasoline. We discovered and corrected this problem, which had been caused by a computer system problem at the Navajo Refinery’s Artesia, New Mexico loading rack, and self-reported the violation in our annual attestation statement made to the EPA in May 2002. We have no indication at this stage whether or not the EPA will consider any of the matters that were the subject of informal communications with the EPA in early 2004, including the matters that are the subject of the April 2004 Request for Information, as matters for enforcement action. If such enforcement action were taken, we do not believe that it would result in a material adverse effect on our results of operations or financial condition.

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HOLLY CORPORATION

Item 4. Submission of Matters to a Vote of Security Holders

     At the annual meeting of stockholders on May 13, 2004, all ten of the nominees for directors as listed in the proxy statement were elected.

Election of Directors

	Total Votes		Total Votes
	"For"		"Withheld"
Buford P. Berry		14,398,223		790,928
Matthew P. Clifton		11,622,313		3,566,838
W. John Glancy		11,619,121		3,570,030
William J. Gray		11,604,775		3,584,376
Marcus R. Hickerson		11,356,002		3,833,149
Thomas K. Matthews, II		14,044,091		1,145,060
Robert G. McKenzie		14,120,755		1,068,396
Lamar Norsworthy		11,635,321		3,553,830
Jack P. Reid		11,604,751		3,584,400
Paul T. Stoffel		14,100,759		1,088,392

At the annual meeting of stockholders on May 13, 2004, the stockholders approved amending our Restated Certificate of Incorporation to increase our authorized shares of Common Stock to 50,000,000 shares.

Votes For	12,572,017
Votes Against	2,609,819
Abstentions	7,315

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

10.1	Credit Agreement, dated as of July 1, 2004, among Holly Corporation, as borrower, Bank of America, N.A. as Administrative Agent and L/C Issuer, Guaranty Bank and PNC Bank, National Association as Co-Documentation Agents, Union Bank of California, N.A. as syndication Agent, The Other Lenders Party Hereto, and Banc of America Securities LLC, as Lead Arranger and Sole Book Manager.
10.2	Guarantee and Collateral Agreement, dated as of July 1, 2004, among Holly Corporation and certain of its Subsidiaries in favor of Bank of America, N.A., as Administrative Agent.
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

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HOLLY CORPORATION

32.2 Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

(b)	Reports on Form 8-K:
	On April 1, 2004, a Current Report on Form 8-K dated March 31, 2004 was filed under Item 5 Other Events announcing our application to list our stock on the New York Stock Exchange.
	On April 26, 2004, a Current Report on Form 8-K dated April 26, 2004 was filed under Item 5 Other Events announcing that our stock began trading on the New York Stock Exchange.
	On May 7, 2004, a Current Report on Form 8-K dated May 7, 2004 was filed under Item 12 Results of Operations and Financial Condition concerning the release of our earnings for the first quarter of 2004.
	On May 14, 2004, a Current Report on Form 8-K dated May 13, 2004 was filed under Item 5 Other Events announcing the election of a new Director, Mr. Buford P. Berry.
	On June 25, 2004, a Current Report on Form 8-K dated June 25, 2004 was filed under Item 5 Other Events announcing that repayment from Longhorn Partners Pipeline, L.P. is expected.
	On July 2, 2004, a Current Report on Form 8-K dated July 1, 2004 was filed under Item 5 Other Events announcing that we received $27.2 million from Longhorn Partners Pipeline, L.P.
	On July 2, 2004, a Current Report on Form 8-K dated July 2, 2004 was filed under Item 5 Other Events announcing our new $175 million secured revolving credit facility.
	On July 8, 2004, a current Report on Form 8-K dated July 7, 2004 was filed under Item 5 Other Events announcing the pricing of Holly Energy Partners initial public offering of 6,100,000 common units.
	On July 29, 2004, a Current Report on Form 8-K dated July 29, 2004 was filed under Item 9 Regulation FD Disclosure furnishing selected balance sheet information and operating statistics for the calendar quarters of 2003.
	On August 3, 2004, a current Report on Form 8-K dated August 2, 2004 was filed under Item 5 Other Events announcing a two-for-one stock split, an increase in the quarterly cash dividend and the resumption of the stock repurchase program.
	On August 5, 2004, a Current Report on Form 8-K dated August 4, 2004 was filed under Item 12 Results of Operations and Financial Condition concerning the release of our earnings for the second quarter of 2004.

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HOLLY CORPORATION

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HOLLY CORPORATION (Registrant)
Date: August 6, 2004		/s/ Scott C. Surplus
		Scott C. Surplus
		Vice President and Controller (Principal Accounting Officer)
		/s/ Stephen J. McDonnell
		Stephen J. McDonnell
		Vice President and Chief Financial Officer (Principal Financial Officer)

-49-

EX-10.1

                                                                    EXHIBIT 10.1

                                                               EXECUTION VERSION

================================================================================

                                CREDIT AGREEMENT

                            Dated as of July 1, 2004

                                     among

                               HOLLY CORPORATION,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                    as Administrative Agent and L/C Issuer,

                                 GUARANTY BANK
                                      and
                        PNC BANK, NATIONAL ASSOCIATION,
                          as Co-Documentation Agents,

                        UNION BANK OF CALIFORNIA, N.A.,
                             as Syndication Agent,

                        The Other Lenders Party Hereto,

                                      and

                        BANC OF AMERICA SECURITIES LLC,
                     as Lead Arranger and Sole Book Manager

================================================================================

                                TABLE OF CONTENTS



Section                                                                                           Page
- -------                                                                                           ----
                                                                                               
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS ..................................................       1
         1.01         Defined Terms ..........................................................       1
         1.02         Other Interpretive Provisions ..........................................      29
         1.03         Accounting Terms .......................................................      29
         1.04         Rounding ...............................................................      30
         1.05         References to Agreements and Laws ......................................      30
         1.06         Times of Day ...........................................................      30
         1.07         Letter of Credit Amounts ...............................................      30

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS ............................................      30
         2.01         Loans ..................................................................      30
         2.02         Borrowings, Conversions and Continuations of Loans .....................      31
         2.03         Letters of Credit ......................................................      32
         2.04         [Intentionally Omitted] ................................................      41
         2.05         Prepayments; Reduction of Commitments ..................................      41
         2.06         Termination or Reduction of Commitments ................................      42
         2.07         Repayment of Loans .....................................................      42
         2.08         Interest ...............................................................      42
         2.09         Fees ...................................................................      43
         2.10         Computation of Interest and Fees .......................................      43
         2.11         Evidence of Debt .......................................................      43
         2.12         Payments Generally .....................................................      44
         2.13         Sharing of Payments ....................................................      45
         2.14         Increase in Commitments ................................................      46

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY ..........................................      47
         3.01         Taxes ..................................................................      47
         3.02         Illegality .............................................................      48
         3.03         Inability to Determine Rates ...........................................      49
         3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on
                      Eurodollar Rate Loans ..................................................      49
         3.05         Compensation for Losses ................................................      50
         3.06         Matters Applicable to all Requests for Compensation ....................      50
         3.07         Survival ...............................................................      51

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS ........................................      51
         4.01         Conditions of Initial Credit Extension .................................      51
         4.02         Conditions to all Credit Extensions ....................................      53

ARTICLE V. REPRESENTATIONS AND WARRANTIES ....................................................      54
         5.01         Existence, Qualification and Power; Compliance with Laws ...............      54
         5.02         Authorization; No Contravention ........................................      54
         5.03         Governmental Authorization; Other Consents .............................      54
         5.04         Binding Effect .........................................................      54
         5.05         Financial Statements; No Material Adverse Effect .......................      55
         5.06         Litigation .............................................................      55
         5.07         No Default .............................................................      55
         5.08         Ownership of Property; Liens ...........................................      56



                                       i
                       Holly Corporation Credit Agreement

                                                                                                 
         5.09         Environmental Matters ..................................................      56
         5.10         Insurance ..............................................................      56
         5.11         Taxes ..................................................................      56
         5.12         ERISA Compliance .......................................................      56
         5.13         Subsidiaries ...........................................................      57
         5.14         Margin Regulations; Investment Company Act; Public Utility Holding
                      Company Act ............................................................      57
         5.15         Disclosure .............................................................      67
         5.16         Compliance with Laws ...................................................      58
         5.17         Guarantee and Collateral Agreement .....................................      58
         5.18         Solvency ...............................................................      58
         5.19         Use of Proceeds ........................................................      58

ARTICLE VI. AFFIRMATIVE COVENANTS ............................................................      58
         6.01         Financial Statements ...................................................      58
         6.02         Certificates; Other Information ........................................      59
         6.03         Notices ................................................................      60
         6.04         Payment of Obligations .................................................      61
         6.05         Preservation of Existence, Etc .........................................      61
         6.06         Maintenance of Properties ..............................................      61
         6.07         Maintenance of Insurance ...............................................      62
         6.08         Compliance with Laws ...................................................      62
         6.09         Books and Records ......................................................      62
         6.10         Inspection Rights ......................................................      62
         6.11         Use of Proceeds ........................................................      62
         6.12         Additional Guarantors ..................................................      62
         6.13         Borrowing Base Certificate and Related Reports .........................      63
         6.14         Borrowing Base Verification ............................................      64
         6.15         Further Assurances .....................................................      64
         6.16         Designation of Subsidiaries ............................................      64

ARTICLE VII. NEGATIVE COVENANTS ..............................................................      65
         7.01         Liens ..................................................................      65
         7.02         Investments ............................................................      67
         7.03         Indebtedness ...........................................................      67
         7.04         Fundamental Changes ....................................................      68
         7.05         Dispositions ...........................................................      69
         7.06         Restricted Payments ....................................................      69
         7.07         Change in Nature of Business ...........................................      70
         7.08         Transactions with Affiliates ...........................................      70
         7.09         Burdensome Agreements ..................................................      70
         7.10         Use of Proceeds ........................................................      71
         7.11         Financial Covenants ....................................................      71
         7.12         Fiscal Periods .........................................................      71
         7.13         Change Name; State of Formation ........................................      71

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES .................................................      71
         8.01         Events of Default ......................................................      71
         8.02         Remedies Upon Event of Default .........................................      74
         8.03         Application of Funds ...................................................      74




                                       ii
                       Holly Corporation Credit Agreement

                                                                                                
ARTICLE IX. ADMINISTRATIVE AGENT .............................................................      75
         9.01         Appointment and Authority ..............................................      75
         9.02         Rights as a Lender .....................................................      76
         9.03         Exculpatory Provisions .................................................      76
         9.04         Reliance by Administrative Agent .......................................      77
         9.05         Delegation of Duties ...................................................      77
         9.06         Resignation of Administrative Agent ....................................      77
         9.07         Non-Reliance on Administrative Agent and Other Lenders .................      78
         9.08         No Other Duties, Etc ...................................................      78
         9.09         Administrative Agent May File Proofs of Claim ..........................      79
         9.10         Collateral and Guarantee Matters .......................................      79

ARTICLE X. MISCELLANEOUS .....................................................................      80
         10.01        Amendments, Etc ........................................................      80
         10.02        Notices and Other Communications; Facsimile Copies .....................      81
         10.03        No Waiver; Cumulative Remedies .........................................      83
         10.04        Attorney Costs, Expenses and Taxes .....................................      83
         10.05        Indemnification by the Borrower ........................................      83
         10.06        Payments Set Aside .....................................................      84
         10.07        Successors and Assigns .................................................      84
         10.08        Confidentiality ........................................................      87
         10.09        Set-off ................................................................      88
         10.10        Interest Rate Limitation ...............................................      88
         10.11        Counterparts ...........................................................      89
         10.12        Integration ............................................................      89
         10.13        Survival of Representations and Warranties .............................      89
         10.14        Severability ...........................................................      89
         10.15        Tax Forms ..............................................................      89
         10.16        Replacement of Lenders .................................................      91
         10.17        Governing Law ..........................................................      92
         10.18        Waiver of Right to Trial by Jury .......................................      92
         10.19        USA PATRIOT Act Notice .................................................      92

         SIGNATURES ..........................................................................     S-1




                                       iii
                       Holly Corporation Credit Agreement

SCHEDULES

      1.01(a)     Approved Account Debtors

      1.01(b)     Designated Customers

      1.01(c)     Eligible Government Contracts

      2.01        Commitments and Pro Rata Shares

      5.06        Litigation

      5.09        Environmental Matters

      5.13        Subsidiaries and Other Equity Investments

      6.16        Unrestricted Subsidiaries

      7.01        Existing Liens

      7.02        Investments

      7.03        Existing Indebtedness

      7.05        Permitted Dispositions

      7.08        Transactions with Affiliates

      10.02       Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

            FORM OF

      A           Loan Notice

      B           Note

      C           Compliance Certificate

      D           Assignment and Assumption

      E           Guarantee and Collateral Agreement

      F           Opinion Matters

      G           Borrowing Base Certificate


                                       iv
                       Holly Corporation Credit Agreement

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of July 1, 2004,
among HOLLY CORPORATION, a Delaware corporation (the "Borrower"), each lender
from time to time party hereto (collectively, the "Lenders" and individually, a
"Lender"), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer,
GUARANTY BANK and PNC Bank, National Association, as co-documentation agents
(together, in such capacity, the "Co-Documentation Agents" and each, in such
capacity, a "Co-Documentation Agent") and UNION BANK OF CALIFORNIA, N.A., as
syndication agent (in such capacity, the "Syndication Agent").

      The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      "Acceptable Issuer" means 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 Control Default" means (a) any Event of Default arising under
Section 8.01(a), (f), or (g), or (b) any other Event of Default to the extent so
designated in writing by the Supermajority Lenders.

      "Account Debtor" means, with respect to any Receivable, the Person or
Persons obligated to make payments with respect to such Receivable, including
any guarantor thereof.

      "Acquisition Consideration" means the purchase consideration for any
Permitted Acquisition and all other payments by the Borrower or any other Loan
Party in exchange for, or as part of, or in connection with, such Permitted
Acquisition, whether paid in cash or by exchange of equity interests or of
properties or otherwise and whether payable at or prior to the consummation of
such Permitted Acquisition or deferred for payment at any future time, whether
or not any such future payment is subject to the occurrence of any contingency,
and includes any and all payments representing the purchase price and any
assumptions of Indebtedness, "earn-outs" and other agreements to make any
payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any Person or business; provided that any such future payment
that is subject to a contingency shall be considered Acquisition Consideration
only to the extent of the reserve, if any, required under GAAP at the time of
such sale to be established in respect thereof by the Borrower or any other Loan
Party.


                                       1
                       Holly Corporation Credit Agreement

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to any 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. "Control"
means 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" and
"Controlled" have meanings correlative thereto.

      "Agent-Related Persons" means the Administrative Agent, the
Co-Documentation Agents and the Syndication Agent, together with each of their
respective Affiliates (including, in the case of Bank of America in its capacity
as the Administrative Agent, the Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

      "Aggregate Commitments" means the Commitments of all the Lenders.

      "Agreement" means this Credit Agreement.

      "Applicable Rate" means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b):

                                 APPLICABLE RATE



                                                                                                   Eurodollar
                                                                                                     Rate +
      Pricing                               Consolidated                           Commitment      Letters of       Base Rate
       Level                               Leverage Ratio                             Fee            Credit             +
      -------                              --------------                          ----------      ----------       ---------
                                                                                                        
         1                        (less than or equal to) 1.00:1                      0.30%           1.25%           0.00%

         2           (greater than) 1.00:1 but (less than or equal to) 1.50:1        0.375%           1.50%           0.25%

         3           (greater than) 1.50:1 but (less than or equal to) 2.00:1        0.375%           1.75%           0.50%

         4           (greater than) 2.00:1 but (less than or equal to) 2.50:1         0.50%           2.00%           0.75%

         5                             (greater than) 2.50:1                          0.50%           2.50%           1.25%



                                       2
                       Holly Corporation Credit Agreement

      Any increase or decrease in the Applicable Rate resulting from a change in
the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate
is not delivered when due in accordance with such Section, then Pricing Level 5
shall apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered until the first Business Day
after such Compliance Certificate is actually delivered. The Applicable Rate in
effect from the Closing Date through the delivery of the first Compliance
Certificate (other than the Compliance Certificate to be delivered on the
Closing Date) shall be determined based upon Pricing Level 1.

      "Approved Account Debtor" means (a) an Account Debtor of any Loan Party
approved by the Administrative Agent (at the direction of the Required Lenders
in their reasonable discretion), (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 and (c) each Account Debtor listed on
Schedule 1.01(a).

      "Approved Account Debtor Receivable" means (a) an Eligible Receivable
carried on the books of a Loan Party as to which the applicable Account Debtor
is an Approved Account Debtor and (b) 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; 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 the Administrative Agent and
immediately after receipt thereof delivered to the Administrative Agent by such
Loan Party in accordance with Section 6.3 of the Guarantee and Collateral
Agreement.

      "Arranger" means Banc of America Securities LLC, in its capacity as lead
arranger and sole book manager.

      "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit D or any other form approved by the
Administrative Agent.

      "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, 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.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries for the fiscal year
ended December 31, 2003, and the related consolidated statements of income or
operations, Shareholders' Equity and cash flows for such fiscal year of the
Borrower and its Consolidated Subsidiaries, including the notes thereto.


                                       3
                       Holly Corporation Credit Agreement

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Borrower" has the meaning specified in the introductory paragraph hereto.

      "Borrowing" means a borrowing consisting of simultaneous Loans of the same
Type and, in the case of Eurodollar Rate Loans, having the same Interest Period
made by each of the Lenders pursuant to Section 2.01.

      "Borrowing Base" means, as of the date of the most recent Borrowing Base
Certificate delivered to the Administrative Agent by the Borrower, an amount
equal to the sum of

            (a) 85% of the outstanding balance of Eligible Commercial
      Receivables (90% with respect to any Approved Account Debtor Receivables);
      plus

            (b) 95% of the outstanding balance of Eligible Government
      Receivables; plus

            (c) 80% of Eligible Inventory; plus

            (d) 80% of Eligible Product In Transit; plus

            (e) 100% of Pledged Cash;

provided, however, that the aggregate amount included in the Borrowing Base
pursuant to clauses (c) and (d) above shall not exceed 60% of the Borrowing Base
then in effect.

      The Borrowing Base as set forth in the Borrowing Base Certificate most
recently delivered to the Administrative Agent by the Borrower hereunder shall
constitute the "Borrowing Base" for all purposes hereunder.

      "Borrowing Base Certificate" means a certificate substantially in the form
set forth on Exhibit G executed by a Responsible Officer of the Borrower.


                                       4
                       Holly Corporation Credit Agreement

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Cash Equivalents" means (a) securities issued or fully guaranteed or
insured by the United States Government or any agency thereof and backed by the
full faith and credit of the United States having maturities of not more than
twenty-four (24) months from the date of acquisition; (b) corporate and bank
debt of an issuer rated at least A- (or then equivalent grade, in each case with
stable outlook) by S&P and A3 (or then equivalent grade, in each case with
stable outlook) by Moody's at the time of acquisition and having maturities of
not more than twenty-four (24) months from the date of acquisition; (c)
certificates of deposit, time deposits, Eurodollar time deposits, or bankers'
acceptances, having in each case a tenor of not more than twenty-four (24)
months from the date of acquisition, issued by any U.S. commercial bank or any
branch or agency of a non-U.S. commercial bank licensed to conduct business in
the United States having combined capital and surplus of not less than
$500,000,000 whose long term securities are rated at least A- (or then
equivalent grade, in each case with stable outlook) by S&P and A3 (or then
equivalent grade, in each case with stable outlook) by Moody's at the time of
acquisition; (d) commercial paper of an issuer rated at least A-1 by S&P or P-1
by Moody's at the time of acquisition, or guaranteed by a letter of credit
issued by a financial institution meeting the requirements in (c) and in either
case having a tenor of not more than 270 days; (e) AAA rated taxable and
tax-exempt municipal securities, including auction rate municipal securities,
having maturities of not more than twenty-four (24) months from the date of
acquisition; (f) repurchase agreements relating to any of the investments listed
in clauses (a) through (e) above with a market value at least equal to the
consideration paid in connection therewith, with any Person who regularly
engages in the business of entering into repurchase agreements and has a
combined capital and surplus of not less than $500,000,000 whose long term
securities are rated at least A- (or then equivalent grade) by S&P and A3 (or
then equivalent grade) by Moody's at the time of acquisition; (g) asset-backed
securities having as the underlying asset securities issued or guaranteed by the
Federal Home Loan Mortgage Corporation or the Federal National Mortgage
Association rated at least A- (or then equivalent grade, in each case with
stable outlook) by S&P and A3 (or then equivalent grade, in each case with
stable outlook) by Moody's at the time of acquisition and having maturities of
not more than twenty-four (24) months from the date of acquisition; and (h)
money market mutual or similar funds having assets in excess of $100,000,000, at
least 95% of the assets of which are comprised of assets specified in clauses
(a), (c), (d) and (e) above.

      "Cash Management Obligations" means liabilities of any Loan Party owing to
any Agent-Related Persons or to any Lender (or an Affiliate of a Lender in
reliance on such Lender's agreement to indemnify such Affiliate) relating to or
arising out of the provision by such Agent-Related Person, such Lender or such
Affiliate, as applicable, of Cash Management Products.


                                       5
                       Holly Corporation Credit Agreement

      "Cash Management Products" means (a) cash and treasury management
services, including controlled disbursement and lockbox services and (b)
services relating to the establishment and maintenance of deposit accounts.

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such person or its subsidiaries, and any person
      or entity acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan) other than the Permitted Holders becomes
      the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
      Securities Exchange Act of 1934, except that a person or group shall be
      deemed to have "beneficial ownership" of all securities that such person
      or group has the right to acquire (such right, an "option right"), whether
      such right is exercisable immediately or only after the passage of time),
      directly or indirectly, of 35% or more of the equity securities of such
      Person entitled to vote for members of the board of directors or
      equivalent governing body of such Person on a fully-diluted basis (and
      taking into account all such securities that such person or group has the
      right to acquire pursuant to any option right); or

            (b) during any period of 24 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      such Person cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (i) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (i) and (ii) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body (excluding, in the
      case of both clause (ii) and clause (iii), any individual whose initial
      nomination for, or assumption of office as, a member of that board or
      equivalent governing body occurs as a result of an actual or threatened
      solicitation of proxies or consents for the election or removal of one or
      more directors by any person or group other than a solicitation for the
      election of one or more directors by or on behalf of the board of
      directors).

      "Closing Date" means July 1, 2004.

      "Code" means the Internal Revenue Code of 1986.

      "Co-Documentation Agent" has the meaning specified in the introductory
paragraph hereto.

      "Collateral" has the meaning given to that term in the Guarantee and
Collateral Agreement.


                                       6
                       Holly Corporation Credit Agreement

      "Collateral Account" has the meaning given to that term in the Guarantee
and Collateral Agreement.

      "Commitment" means, as to each Lender, its obligation to (a) make Loans to
the Borrower pursuant to Section 2.01 and (b) purchase participations in L/C
Obligations, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit C.

      "Consolidated EBITDA" means, for any period, for the Borrower and its
Restricted Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in
calculating such Consolidated Net Income: (i) Consolidated Interest Charges for
such period, (ii) the provision for federal, state, local and foreign income
taxes payable by the Borrower and its Restricted Subsidiaries for such period,
(iii) the amount of depreciation and amortization expense deducted in
determining such Consolidated Net Income, (iv) any other non-cash charges and
other non-recurring expenses of the Borrower and its Restricted Subsidiaries
reducing such Consolidated Net Income which do not represent a cash item in such
period and (v) any cash payment received during such period and not otherwise
included in Consolidated Net Income for such period in respect of non-cash items
deducted during a prior period pursuant to clause (b)(i) below and minus (b) (i)
all non-cash items increasing Consolidated Net Income for such period and (ii)
all cash payments made during such period in respect of non-cash charges or
other non-recurring expenses added to Consolidated Net Income pursuant to clause
(a)(iv) above in a prior period; provided, however, that the results of
operations of all Persons in which the Borrower or any Restricted Subsidiary has
an ownership interest (other than such Restricted Subsidiary) shall only be
included in Consolidated EBITDA to the extent that the Borrower or any other
Loan Party actually receives cash distributions in respect of its ownership
interests in such Person during such period for which Consolidated EBITDA is
being calculated.

      "Consolidated Indebtedness" means, as of any date of determination, for
the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of
(a) the outstanding principal amount of all obligations, whether current or
long-term, for borrowed money (including Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct
obligations arising under letters of credit (including standby and commercial),
bankers' acceptances, bank guaranties, surety bonds and similar instruments, (d)
all obligations in respect of the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business),
(e) Attributable Indebtedness, (f) without duplication, all Guarantees with
respect to outstanding Indebtedness of the types specified in clauses (a)
through (e) above of Persons other than the Borrower or any Restricted
Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a)
through (f) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the
Borrower or a Restricted Subsidiary is a general partner or joint venturer,
unless such


                                       7
                       Holly Corporation Credit Agreement

Indebtedness is expressly made non-recourse to the Borrower or such Restricted
Subsidiary; provided, however, that any Indebtedness of any joint venture
included in the calculation of Consolidated Indebtedness by virtue of the
Borrower's or any Restricted Subsidiary's liability therefor pursuant to its
equity or ownership interest therein shall be limited to the product obtained by
multiplying (x) the aggregate principal amount of such Indebtedness by (y) the
percentage corresponding to the Borrower's or such Restricted Subsidiary's
equity or other ownership interest in such joint venture unless such joint
venture is a general partnership in which case the limitation provided herein
shall not be applicable.

      "Consolidated Interest Charges" means, for any period, for the Borrower
and its Restricted Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses of
the Borrower and its Restricted Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP, and (b) the portion of rent expense of the Borrower and its
Restricted Subsidiaries with respect to such period under capital leases that is
treated as interest in accordance with GAAP.

      "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b) Consolidated Interest Charges
for such period.

      "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Consolidated Indebtedness as of such date to (b) Consolidated
EBITDA for the period of the four fiscal quarters most recently ended for which
the Borrower has delivered financial statements pursuant to Section 6.01(a) or
(b).

      "Consolidated Net Income" means, for any period, for the Borrower and its
Restricted Subsidiaries on a consolidated basis, the net income of the Borrower
and its Restricted Subsidiaries (excluding extraordinary gains and extraordinary
losses) for that period.

      "Consolidated Subsidiary" means, at any date with respect to any Person,
any Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such financial
statements were prepared as of such date.

      "Consolidated Tangible Net Worth" means, as of any date of determination,
for the Borrower and its Restricted Subsidiaries on a consolidated basis,
Shareholders' Equity of the Borrower and its Restricted Subsidiaries on that
date minus, without duplication, the Intangible Assets of the Borrower and its
Restricted Subsidiaries on that date.

      "Contractual Obligation" means, 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" has the meaning specified in the definition of "Affiliate."

      "Credit Extension" means each of the following: (a) a Loan and (b) an L/C
Credit Extension.


                                       8
                       Holly Corporation Credit Agreement

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, 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 and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (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 Laws.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans or participations in L/C Obligations required to be funded
by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
or (c) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.

      "Designated Customer" means a Person set forth in Schedule 1.01(b) or any
supplement to Schedule 1.01(b) delivered by the Borrower to the Administrative
Agent; provided that the long term unsecured and unguaranteed debt of each
Person included in any such supplement is rated at least A- by S&P or at least
A3 by Moody's or such Person is otherwise approved by the Required Lenders. The
Administrative Agent, acting at the direction of the Required Lenders, may at
any time remove any Person from Schedule 1.01(b) (other than any Person then
satisfying the ratings requirements set forth in this definition) upon written
notice thereof to the Borrower. The revocation by the Required 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.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

      "Dollar" and "$" mean lawful money of the United States.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.


                                       9
                       Holly Corporation Credit Agreement

      "Eligible Assignee" has the meaning specified in Section 10.07(g).

      "Eligible Commercial Receivable" means, at any date of determination
thereof, any Eligible Receivable which is identified as a "trade receivable"
(and not as a "crude oil receivable") on the balance sheet of the Borrower and
its Consolidated Subsidiaries at such date (or would be so identified if such
balance sheet were prepared at such date).

      "Eligible Government Contract" means a contract between the Borrower or
any Guarantor and the U.S. Government; provided that if such contract calls for
total payments by the U.S. Government in excess of $1,000,000, then such
contract shall only be an Eligible Government Contract if such contract:

            (a) is set forth in Schedule 1.01(c) (or in a supplement to Schedule
      1.01(c) delivered by the Borrower to the Administrative Agent not less
      than three Business Days prior to any delivery of a Borrowing Base
      Certificate in which such contract is sought to be included);

            (b) does not include 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; and

            (c) is the subject of an instrument of assignment duly completed and
      executed by the Borrower or the applicable Guarantor party to such
      contract in the form specified in the Guarantee and Collateral Agreement
      or otherwise in form and substance reasonably satisfactory to the
      Administrative Agent and a notice of assignment duly completed and
      executed by the Administrative Agent, in the form specified in the
      Guarantee and Collateral Agreement or otherwise in form and substance
      reasonably satisfactory to the Administrative Agent, in each case and for
      each such notice, delivered to the U.S. Government for acknowledgment by
      the U.S. Government, not less than three Business Days prior to any
      delivery of a Borrowing Base Certificate in which such contract is sought
      to be included.

      "Eligible Government Receivable" means, at any date of determination
thereof, any Eligible Receivable created pursuant to an Eligible Government
Contract.

      "Eligible Inventory" means an amount equal to the lower of (i) the sum of
the net values of the inventory determined on a FIFO basis or (ii) the Market
Value of petroleum products (other than petroleum products located at a service
station or other retail outlet), as to which the Borrower or any Guarantor has
title, as to which the Administrative Agent, for the benefit of the Secured
Parties, has a valid and perfected first priority security interest and as to
which the Borrower has furnished to the Administrative Agent reasonably detailed
information in a Borrowing Base Certificate, determined after taking into
account all charges and liens (other than those of the Administrative Agent, for
the benefit of the Lenders, or those of producers arising under the New Mexico
Oil and Gas Products Lien Act or any similar statute in any other jurisdiction
or under section 9-319 of the UCC in effect in the States of Texas, Kansas,
Montana, Utah and Wyoming or any other applicable jurisdiction, held in suspense
or in existence less than 90 days from the date of creation thereof, in either
case in respect of obligations of the Borrower


                                       10
                       Holly Corporation Credit Agreement

or the applicable Guarantor not yet overdue), of all kinds against such
inventory, reductions in market value thereof, and transportation, processing
and other handling charges affecting the value thereof, and excluding therefrom
any such petroleum products in the possession of (or located in or upon assets
that are owned or otherwise controlled by) any Person other than a Loan Party
(other than pursuant to Pipeline Transportation Services being provided by such
Person) with an aggregate value (as determined pursuant to clause (i) or (ii)
above, as applicable) in excess of $7,500,000, unless and to the extent that the
Borrower has delivered a duly executed collateral access agreement (or similar
document) in respect thereof in form and substance reasonably satisfactory to
the Administrative Agent, all as determined by the Administrative Agent in its
sole discretion using its reasonable credit judgment, which, absent manifest
error, shall be final and binding upon the Borrower.

      "Eligible Product In Transit" means petroleum products which any Person is
obligated under contract to supply to the Borrower or any Guarantor, the payment
for which is backed by a Letter of Credit issued hereunder, valued at the lower
of (i) the contract price on a FIFO basis or (ii) Market Value, as if such
products were inventory of the Borrower or the applicable Guarantor, as to which
the Administrative Agent, for the benefit of the Secured Parties, has a valid
and perfected first priority security interest in the related contract or other
rights of the Borrower or such Guarantor and as to which the Borrower has
furnished to the Lenders reasonably detailed information in a Borrowing Base
Certificate, determined after taking into account all charges and liens (other
than those of the Lenders or those of producers arising under the New Mexico Oil
and Gas Products Lien Act or any similar statute in any other jurisdiction or
under section 9-319 of the UCC in effect in the States of Texas, Kansas,
Montana, Utah and Wyoming or any other applicable jurisdiction, held in suspense
or in existence less than 90 days from the date of creation thereof, in either
case in respect of obligations of the Borrower or the applicable Guarantor not
yet overdue), of all kinds against such products, reductions in market value
thereof, and transportation, processing and other handling charges affecting the
value thereof, all as determined by the Administrative Agent in its sole
discretion using its reasonable credit judgment, which absent manifest error,
shall be final and binding upon the Borrower.

      "Eligible Receivable" means, at any date of determination thereof, any
Receivable other than the following:

            (a) solely in the case of a Receivable created pursuant to an
      Eligible Government Contract, any such Receivable for which all necessary
      government funding has not been appropriated at the time such Receivable
      is invoiced;

            (b) any Receivable that is not invoiced and payable by the
      applicable Account Debtor in Dollars unless the currency exchange risk in
      respect of such Receivable has been hedged to the reasonable satisfaction
      of the Required Lenders;

            (c) any Receivable due from an Account Debtor (i) organized under
      the laws of any jurisdiction other than a jurisdiction located in the
      United States or Canada or (ii) whose principal place of business is
      located in any jurisdiction other than a jurisdiction located in the
      United States or Canada, other than, in either case, (x) Receivables as to
      which Pemex or any Affiliate of Pemex is the applicable Account Debtor in
      an aggregate amount not to exceed $2,000,000 for all such Receivables, (y)
      Receivables as to which


                                       11
                       Holly Corporation Credit Agreement

      the Administrative Agent, for the benefit of the Secured Parties, has been
      provided with a perfected first priority lien (as confirmed by a favorable
      opinion of local counsel in the applicable jurisdiction in form and
      substance reasonably satisfactory to the Administrative Agent) and (z) any
      Receivable that is invoiced to and paid from an office of the applicable
      Account Debtor located within the United States;

            (d) any Receivable that does not comply with all applicable legal
      requirements, including, without limitation, all laws, rules, regulations
      and orders of any Governmental Authority;

            (e) any Receivable whose original due date is more than 90 days
      after the date of the original issuance of the invoice therefor;

            (f) any Receivable that remains unpaid for more than 90 days from
      the original due date specified at the time of the original issuance of
      the invoice therefor;

            (g) any Receivables from any Account Debtor if the total value of
      all Receivables owing from such Account Debtor which remain unpaid for
      more than 90 days from the original due date specified at the time of the
      original issuance of the invoice therefor and which are not being
      contested in good faith exceeds 10% of the value of all such Receivables
      owing from such Account Debtor;

            (h) any Receivable arising outside the ordinary course of business
      of the Borrower and the Guarantors;

            (i) any Receivable as to which the applicable Account Debtor is a
      Person other than the U.S. Government, an Investment Grade Customer, or a
      Designated Customer, to the extent the aggregate amount of all Receivables
      due from such Account Debtor at such date exceeds 5% of the aggregate
      amount of the Borrowing Base at such date;

            (j) any Receivable as to which the applicable Account Debtor is an
      Investment Grade Customer, to the extent the aggregate amount of all
      Receivables due from such Account Debtor at such date exceeds 10% of the
      aggregate amount of the Borrowing Base at such date;

            (k) any Receivable as to which the applicable Account Debtor is a
      Designated Customer, to the extent the aggregate amount of all Receivables
      due from such Account Debtor at such date exceeds 15% of the aggregate
      amount of the Borrowing Base at such date;

            (l) any Receivable evidenced by an "instrument" (as defined in the
      UCC) not in the possession of the Administrative Agent;

            (m) any Receivable that is not an "account" as defined in the UCC;


                                       12
                       Holly Corporation Credit Agreement

            (n) any Receivable that is not subject to a perfected first priority
      Lien in favor of the Administrative Agent, for the benefit of the Secured
      Parties (under all applicable laws and subject only to Permitted Liens),
      including without limitation any Receivable which constitutes an "account"
      under the UCC subject to subsection (5) of Section 9-103 of the UCC in
      effect in any applicable jurisdiction and with respect to which Receivable
      all necessary actions (including without limitation the filing of all
      necessary UCC-1 financing statements in the proper form) necessary to
      perfect such Lien have not been taken;

            (o) any Receivable as to which the Borrower or any Guarantor does
      not have good title, free and clear of all Liens other than Permitted
      Liens;

            (p) any Receivable that is not at all times the legal and valid
      payment 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;

            (q) any Receivable which is subject to any asserted offset, or other
      defense but only to the extent of such offset, or other defense;

            (r) any Receivable from an Account Debtor that to the Borrower's
      knowledge is the subject of a bankruptcy, insolvency or similar
      proceeding;

            (s) any Receivable prohibiting assignment of such Receivable if the
      U.S. Government is the Account Debtor; and

            (t) any Receivable from an Account Debtor who is an Affiliate of the
      Borrower or any Guarantor (other than Receivables as to which any MLP
      Party is the applicable Account Debtor in an aggregate amount not to
      exceed $5,000,000 for all such Receivables).

      All Eligible Receivables shall be determined after deducting from the
aggregate amount thereof all payments, adjustments or credits applicable thereto
(but without any deduction for credits or adjustments backed by a Letter of
Credit issued hereunder); provided that the amount of Eligible Receivables from
any Account Debtor shall be reduced by the aggregate net dollar amount of all
accounts payable to such Account Debtor (for the avoidance of doubt, excluding
any Affiliates of such Account Debtor that are separate legal entities). A
Receivable which is an Eligible Receivable, but which subsequently fails to meet
any of the foregoing requirements shall immediately cease to be an Eligible
Receivable.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
Hazardous Materials, human or worker exposure to Hazardous Materials, air
emissions and discharges to soils, surface or subsurface waters or public
wastewater treatment systems.


                                       13
                       Holly Corporation Credit Agreement

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Restricted Subsidiaries directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed on any such Loan Party with respect to any of the
foregoing.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any 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 by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) 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 the Borrower
or any ERISA Affiliate.

      "Eurodollar Rate" means for any Interest Period with respect to a
Eurodollar Rate Loan:

            (a) the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen (or any successor thereto) that displays an average
      British Bankers Association Interest Settlement Rate for deposits in
      Dollars (for delivery on the first day of such Interest Period) with a
      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

            (b) if the rate referenced in the preceding clause (a) does not
      appear on such page or service or such page or service shall not be
      available, the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a


                                       14
                       Holly Corporation Credit Agreement

      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

            (c) if the rates referenced in the preceding clauses (a) and (b) are
      not available, the rate per annum determined by the Administrative Agent
      as the rate of interest at which deposits in Dollars for delivery on the
      first day of such Interest Period in same day funds in the approximate
      amount of the Eurodollar Rate Loan being made, continued or converted by
      Bank of America and with a term equivalent to such Interest Period would
      be offered by Bank of America's London Branch to major banks in the London
      interbank eurodollar market at their request at approximately 4:00 p.m.
      (London time) two Business Days prior to the first day of such Interest
      Period.

      "Eurodollar Rate Loan" means a Loan that bears interest at a rate based on
the Eurodollar Rate.

      "Event of Default" has the meaning specified in Section 8.01.

      "Existing Credit Agreement" means that certain Amended and Restated Credit
and Reimbursement Agreement dated as of April 14, 2000 among the Borrower,
certain Subsidiaries of the Borrower party thereto, as additional borrowers
thereunder, and, among others, Canadian Imperial Bank of Commerce, as
administrative agent.

      "Federal Funds Rate" means, for any day, the rate per annum 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 such day is not a Business Day,
the Federal Funds 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 no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement, dated April 23, 2004, among the
Borrower, the Administrative Agent and the Arranger.

      "FIFO" means the first-in, first-out method of accounting.

      "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the


                                       15
                       Holly Corporation Credit Agreement

accounting profession in the United States, that are applicable to the
circumstances as of the date of determination, consistently applied.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

      "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

      "Guarantee and Collateral Agreement" means the Guarantee and Collateral
Agreement entered into by the Borrower, each Guarantor and the Administrative
Agent, substantially in the form of Exhibit E.

      "Guarantors" means, collectively, the Restricted Subsidiaries of the
Borrower that now or hereafter become a party to the Guarantee and Collateral
Agreement in accordance with Section 6.12. The MLP Parties shall not be
Restricted Subsidiaries and shall not become parties to the Guarantee and
Collateral Agreement.

      "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, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Holly Energy Partners" means Holly Energy Partners, L. P., currently a
wholly owned Subsidiary of the Borrower.


                                       16
                       Holly Corporation Credit Agreement

      "Increase Effective Date" has the meaning specified in Section 2.14(b).

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), bankers'
      acceptances, bank guaranties, surety bonds and similar instruments;

            (c) net obligations of such Person under any Swap Contract;

            (d) all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business);

            (e) indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

            (f) capital leases and Synthetic Lease Obligations; and

            (g) all Guarantees of such Person in respect of any of the
      foregoing.

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person; provided, however, that any Indebtedness of
any joint venture included in the calculation of Consolidated Indebtedness by
virtue of the Borrower's or any Restricted Subsidiary's liability therefor
pursuant to its equity or ownership interest therein shall be limited to the
product obtained by multiplying (x) the aggregate principal amount of such
Indebtedness by (y) the percentage corresponding to the Borrower's or such
Restricted Subsidiary's equity or other ownership interest in such joint venture
unless such joint venture is a general partnership in which case the limitation
provided herein shall not be applicable. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any capital lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

      "Indemnified Liabilities" has the meaning specified in Section 10.05.

      "Indemnitees" has the meaning specified in Section 10.05.


                                       17
                       Holly Corporation Credit Agreement

      "Intangible Assets" means assets that are considered to be intangible
assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trademarks, patents, franchises, licenses, unamortized
deferred charges, unamortized debt discount and capitalized research and
development costs.

      "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan, the last Business Day of each March, June,
September and December and the Maturity Date.

      "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date 14 days (to the
extent available from each Lender) or one, two, three, six or, to the extent
available from each Lender, nine months thereafter, as selected by the Borrower
in its Loan Notice; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

            (ii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit or one or more refineries. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment, excluding any return of capital with respect to such Investment that
has actually been received by the Borrower or any other Loan Party in cash or
Cash Equivalents or has been converted into cash or Cash Equivalents by the
Borrower or any other Loan Party.

      "Investment Grade Customer" means 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


                                       18
                       Holly Corporation Credit Agreement

described in clause (ii) above, such Account Debtor must be approved as an
"Investment Grade Customer" by the Administrative Agent, acting in its sole
discretion after consultation with the Lenders, which approval may be revoked by
the Administrative Agent, acting in its sole discretion after consultation with
the Lenders, at any time upon written notice thereof to the Borrower. The
revocation by the Administrative Agent of its 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.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any standby 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" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Restricted Subsidiary) or in
favor the L/C Issuer and relating to any such Letter of Credit.

      "Joint Venture Investments" means Investments in joint ventures or similar
entities or Guarantors that are general partners of a joint venture or similar
entity; provided that the applicable joint venture or similar entity engages in
a business permitted under Section 7.07.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Pro Rata Share.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including


                                       19
                       Holly Corporation Credit Agreement

all L/C Borrowings. For all purposes of 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.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder. A Letter
of Credit may be a commercial letter of credit or a standby letter of credit.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

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

      "Loan" has the meaning specified in Section 2.01.

      "Loan Documents" means this Agreement, each Note, each Issuer Document,
the Fee Letter, and the Security Documents.

      "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of Loans
from one Type to the other, or (c) a continuation of Eurodollar Rate Loans,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the
form of Exhibit A.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Market Value" means the fair market value of petroleum products
determined by reference to indices and data acceptable to the Administrative
Agent, after consultation with the Lenders.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition of the Borrower or the Borrower and its
Restricted Subsidiaries taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its obligations under any Loan Document


                                       20
                       Holly Corporation Credit Agreement

to which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Loan
Document to which it is a party.

      "Material Subsidiary" means any Subsidiary, the assets of which comprise
more than 5% of the total assets of the Borrower and its Subsidiaries on a
consolidated basis (in the case of a Subsidiary that is not wholly owned
directly or indirectly by the Borrower, determined on a pro rata basis based on
the Borrower's or the applicable Subsidiary's relative ownership interests), as
determined in accordance with GAAP.

      "Maturity Date" means the earlier of (a) July 1, 2008 and (b) the date of
termination of the commitment of each Lender to make Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

      "MLP Documents" means (a) the Contribution, Conveyance and Assumption
Agreement, (b) the Omnibus Agreement, and (c) the Pipelines and Terminals
Agreement, in each case to be executed by the Borrower and certain of its
Subsidiaries.

      "MLP Parties" means, collectively, Holly Logistic Services, L.L.C., HEP
Logistics Holdings, L.P., HEP Logistics GP, L.L.C., Holly Energy Partners and
each of its Subsidiaries.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

      "NK Asphalt Partners" means NK Asphalt Partners, a partnership formed
under the laws of the State of New Mexico.

      "NK Partnership Agreement" means that certain Partnership Agreement of NK
Asphalt Partners, dated as of July 15, 2000, between Koch S.W. Asphalt Company,
a Delaware corporation, and Navajo Western Asphalt Company, a New Mexico
corporation, as amended by the First Amendment thereto, dated March 5, 2001, and
the Second Amendment thereto, dated May 1, 2002.

      "Note" means any promissory note made by the Borrower in favor of a
Lender, to the extent requested by such Lender pursuant to Section 2.11(a),
evidencing Loans made by such Lender substantially in the form of Exhibit B.

      "Obligations" means (a) all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit; (b) all
amounts constituting Cash Management Obligations; and (c) all amounts owing by
any Loan Party to a Qualified Counterparty that is a Secured Party in respect of
any interest rate protection Swap Contract, in each case, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or


                                       21
                       Holly Corporation Credit Agreement

against any Loan Party or any Affiliate thereof of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding.

      "Organization Documents" means, (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.

      "Outstanding Amount" means (i) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Loans, occurring on such date; and
(ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

      "Participant" has the meaning specified in Section 10.07(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any 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 immediately preceding five plan years.

      "Permitted Acquisition" means any transaction or series of related
transactions for the direct or indirect acquisition of all or substantially all
of the property of any Person, or of any business unit or refineries of any
Person; the acquisition of in excess of 50% of the capital stock of any Person,
and otherwise causing such Person to become a Subsidiary of such Person; or the
merger or consolidation or any other combination with any Person, if each of the
following conditions is met:

            (i) no Default then exists or would result therefrom;

            (ii) after giving effect to such transaction or series of related
      transactions on a pro forma basis, the Borrower shall be in compliance
      with all covenants set forth in Section 7.11 as of the first day of the
      applicable period covered by the most recently


                                       22
                       Holly Corporation Credit Agreement

      delivered Compliance Certificate (for purposes of Section 7.11, 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);

            (iii) 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 7.03;

            (iv) the Person or business to be acquired shall be, or shall be
      engaged in, a business of the type that the Borrower and its Subsidiaries
      are permitted to be engaged in under Section 7.07 and the property
      acquired in connection with any such transaction or series of transactions
      to be included in the Borrowing Base shall be made subject to the Lien of
      the Guarantee and Collateral Agreement in a manner reasonably satisfactory
      to the Administrative Agent and shall be free and clear of any Liens,
      other than Permitted Liens;

            (v) any Person that becomes a Restricted Subsidiary of the 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 satisfactory to the
      Administrative Agent;

            (vi) 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;

            (vii) all transactions in connection therewith shall be consummated
      in all material respects in accordance with all applicable laws of all
      applicable Governmental Authorities;

            (viii) to the extent available, the Borrower shall have provided the
      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 the Borrower after giving effect to
      such transaction or series of transactions, and (C) such other information
      and data relating to such transaction or series of transactions or the
      Person or business to be acquired as may be reasonably requested by the
      Administrative Agent;

            (ix) at least 5 Business Days prior to the date of consummation of
      the proposed transaction or series of transactions, the Borrower shall
      have delivered to the Administrative Agent and the Lenders a certificate
      signed by a Responsible Officer of the Borrower certifying that (A) such
      transaction or series of 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 transactions would not reasonably be expected to result in a Material
      Adverse Effect; and


                                       23
                       Holly Corporation Credit Agreement

            (x) the aggregate Acquisition Consideration paid or to be paid by
      the Loan Parties in such transaction or series of transactions shall not
      exceed an amount equal to the sum of (A) 15% of the aggregate amount of
      assets reflected on the consolidated balance sheet of the Borrower and its
      Restricted Subsidiaries most recently delivered to the Administrative
      Agent pursuant to Section 6.01, all determined in accordance with GAAP,
      and (B) the fair market value of any assets acquired that would be
      included in the Collateral and subject to a perfected first priority Lien
      in favor of the Administrative Agent, for the benefit of the Secured
      Parties.

      "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 Liens" has the meaning specified in Section 7.01.

      "Permitted Unsecured Indebtedness" means unsecured Indebtedness of the
Borrower (and not of any of its Restricted Subsidiaries); provided that such
Indebtedness (a) does not mature or require any scheduled payments in excess of
1% per annum of the principal amount thereof prior to September 30, 2008, (b)
bears no greater than a market interest rate as of the time of its issuance or
incurrence (as determined in good faith by the Borrower), (c) contains covenants
and defaults no less favorable to, or more restrictive upon, the Borrower or any
of its Restricted Subsidiaries than the covenants and defaults set forth in the
Loan Documents and (d) after giving effect to the issuance or incurrence of such
Indebtedness on a pro forma basis, the Borrower shall be in compliance with all
covenants set forth in Section 7.11 as of the first day of the applicable period
covered by the most recently delivered Compliance Certificate (for purposes of
Section 7.11, 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).

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Pipeline Transportation Services" means pipeline transportation services
in respect of petroleum products provided to the Borrower or a Restricted
Subsidiary pursuant to which the provider of such services delivers such
petroleum products from a designated point of origination to a delivery point
specified by the Borrower or such Restricted Subsidiary; provided that (i) any
Instrument, Negotiable Document or Tangible Chattel Paper (in each case, as
defined in the Guarantee and Collateral Agreement) evidencing or representing
such petroleum products shall have been delivered to the Administrative Agent in
accordance with, and to the extent required by, Section 5.2(a) of the Guarantee
and Collateral Agreement and (ii) all actions shall have been taken as required
by Section 5.2(b) of the Guarantee and Collateral Agreement with respect to any
related Electronic Chattel Paper (as defined in the Guarantee and Collateral
Agreement).

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.


                                       24
                       Holly Corporation Credit Agreement

      "Pledged Cash" means, on any date, the aggregate amount of cash and Cash
Equivalents on deposit in the Collateral Account on such date; provided that the
Borrower shall at all times maintain cash and Cash Equivalents in one or more
Collateral Accounts in an amount not less than the amount specified as "Pledged
Cash" in the most recently delivered Borrowing Base Certificate.

      "Private Placement Agreement" means, collectively, the Note Agreement,
dated as of November 15, 1995, providing for the issuance by the Borrower of
$39,000,000 of its 7.62% Series C Senior Notes Due December 15, 2005 and
$21,000,000 of its Series D Senior Notes Due December 15, 2005.

      "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

      "Qualified Counterparty" has the meaning given to that term in the
Guarantee and Collateral Agreement.

      "Receivable" means, at any date of determination thereof, the amount of
the unpaid portion of an obligation, as stated in the invoice to a customer of
the Borrower or any Guarantor which the Borrower or such Guarantor has issued
with respect thereto, in respect of goods sold or services rendered in the
ordinary course of business, which amount has been earned by performance under
the terms of the contract between the Borrower or such Guarantor and such
customer relating to such goods or services, as the case may be, net of any
credits, rebates or offsets owed to such customer.

      "Register" has the meaning specified in Section 10.07(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice and (b) with respect to an
L/C Credit Extension, a Letter of Credit Application.


                                       25
                       Holly Corporation Credit Agreement

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations being
deemed "held" by such Lender for purposes of this definition); provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

      "Responsible Officer" means the chief executive officer, president, any
vice president, chief financial officer, treasurer or assistant treasurer of a
Loan Party. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such
Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.

      "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other
equity interest of the Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

      "Restricted Subsidiary" means, at any time, any Subsidiary that is not an
Unrestricted Subsidiary at such time.

      "Sale and Leaseback Transaction" means any transaction or series of
related transactions in which the Borrower or any Subsidiary sells or transfers
any of its property to any other Person (other than to the Borrower or any
Restricted Subsidiary) and concurrently with such sale or transfer, or
thereafter, rents or leases such transferred property or substantially similar
property from such Person.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Secured Parties" has the meaning given to that term in the Guarantee and
Collateral Agreement.

      "Security Documents" means the Guarantee and Collateral Agreement, each
other security agreement, pledge, control agreement, consent and any other
instrument or document executed and delivered pursuant thereto.


                                       26
                       Holly Corporation Credit Agreement

      "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries or
Restricted Subsidiaries, as applicable, as of that date determined in accordance
with GAAP.

      "Solvent" means that, with respect to any Person, 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 Debtor Relief Laws,
(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, (d) such Person will be able to pay its
debts as they mature and (e) such Person is not insolvent within the meaning of
any applicable legal requirement. 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 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.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
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 specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

      "Supermajority Lenders" means, as of any date of determination, Lenders
having more than 66 2/3% of the Aggregate Commitments or, if the commitment of
each Lender to make Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding
in the aggregate more than 66 2/3% of the Total Outstandings (with the aggregate
amount of each Lender's risk participation and funded participation in L/C
Obligations being deemed "held" by such Lender for purposes of this definition);
provided that the Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Supermajority Lenders.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
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,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap


                                       27
                       Holly Corporation Credit Agreement

transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, 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 published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts 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 Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      "Syndication Agent" has the meaning specified in the introductory
paragraph hereto.

      "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 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).

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Type" means, with respect to a Loan, its character as a Base Rate Loan or
a Eurodollar Rate Loan.

      "UCC" means 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.

      "U.S. Government" means 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.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Unrestricted Subsidiary" means the MLP Parties and any other Subsidiary
designated by the board of directors of the Borrower as an "Unrestricted
Subsidiary" pursuant to Section 6.16


                                       28
                       Holly Corporation Credit Agreement

on or after the date hereof; provided, however, that no Indebtedness or other
obligation of any such Unrestricted Subsidiary is Guaranteed by the Borrower or
any Restricted Subsidiary, directly or indirectly, contingent or otherwise.

      1.02 OTHER 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) (i) 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.

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

            (iii) The term "including" is by way of example and not limitation.

            (iv) The term "documents" includes any and all instruments,
      documents, agreements, certificates, notices, reports, financial
      statements and other writings, however evidenced, whether in physical or
      electronic form.

      (c) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

      (d) Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS.

      (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, except
as otherwise specifically prescribed herein.

      (b) If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and,


                                       29
                       Holly Corporation Credit Agreement

as applicable, the Lenders financial statements and other documents required
under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

      1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower 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).

      1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including
the Loan Documents) and other contractual instruments 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 Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

      1.06 TIMES 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).

      1.07 LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 LOANS. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make loans (each such loan, a "Loan") to the Borrower
from time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Lender's Commitment; provided, however, that after giving effect to any
Borrowing, (i) the Total Outstandings shall not exceed the lesser of (x) the
Borrowing Base and (y) the Aggregate Commitments, and (ii) the aggregate
Outstanding Amount of the Loans of any Lender, plus such Lender's Pro Rata Share
of the Outstanding Amount of all L/C Obligations shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Loans may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


                                       30
                       Holly Corporation Credit Agreement

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than
10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of
any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes
to request Eurodollar Rate Loans having an Interest Period other than one, two,
three or six months in duration as provided in the definition of "Interest
Period," the applicable notice must be received by the Administrative Agent not
later than 10:00 a.m. four Business Days prior to the requested date of such
Borrowing, conversion or continuation, whereupon the Administrative Agent shall
give prompt notice to the Lenders of such request and determine whether the
requested Interest Period is acceptable to all of them. Not later than 10:00
a.m., three Business Days before the requested date of such Borrowing,
conversion or continuation, the Administrative Agent shall notify the Borrower
(which notice may be by telephone) whether or not the requested Interest Period
has been consented to by all the Lenders. Each telephonic notice by the Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Loan Notice, appropriately completed and
signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion
to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof. Each Loan Notice (whether telephonic or written) shall specify
(i) whether the Borrower is requesting a Borrowing, a conversion of Loans from
one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Borrower fails to specify a
Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any such Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month.

      (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 12:00 noon
on the Business Day specified in the applicable Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02


                                       31
                       Holly Corporation Credit Agreement

(and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower; provided, however, that if, on the date the Loan Notice with
respect to such Borrowing is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings, and second, shall be made available
to the Borrower as provided above.

      (c) During the existence of a Default, no Loans may be requested as,
converted to or continued as Eurodollar Rate Loans without the consent of the
Required Lenders.

      (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in
Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than eight Interest Periods in effect with respect to Loans.

      2.03 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the other Lenders
      set forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit for the account of the
      Borrower or its Restricted Subsidiaries, and to amend or extend Letters of
      Credit previously issued by it, in accordance with subsection (b) below,
      and (2) to honor drawings under the Letters of Credit; and (B) the Lenders
      severally agree to participate in Letters of Credit issued for the account
      of the Borrower or its Restricted Subsidiaries and any drawings
      thereunder; provided that after giving effect to any L/C Credit Extension
      with respect to any Letter of Credit, (x) the Total Outstandings shall not
      exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate
      Commitments and (y) the aggregate Outstanding Amount of the Loans of any
      Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all
      L/C Obligations shall not exceed such Lender's Commitment. Each request by
      the Borrower for the issuance or amendment of a Letter of Credit shall be
      deemed to be a representation by the Borrower that the L/C Credit
      Extension so requested complies with the conditions set forth in the
      proviso to the preceding sentence. Within the foregoing limits, and
      subject to the terms and conditions hereof, the Borrower's ability to
      obtain Letters of Credit shall be fully revolving, and


                                       32
                       Holly Corporation Credit Agreement

      accordingly the Borrower may, during the foregoing period, obtain Letters
      of Credit to replace Letters of Credit that have expired or that have been
      drawn upon and reimbursed.

            (ii) The L/C Issuer shall not issue any Letter of Credit, if:

                  (A) subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date;

                  (B) the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders have approved such expiry date; or

                  (C) after giving effect to such issuance, the Total
            Outstandings shall exceed the lesser of (x) the Borrowing Base and
            (y) the Aggregate Commitments.

            (iii) The L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters of
            credit generally or such Letter of Credit in particular or shall
            impose upon the L/C Issuer with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon the L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which the L/C Issuer in good faith deems material to it;

                  (B) the issuance of such Letter of Credit would violate any
            Laws or one or more policies of the L/C Issuer;

                  (C) except as otherwise agreed by the Administrative Agent and
            the L/C Issuer, such Letter of Credit is in an initial face amount
            less than $100,000;

                  (D) such Letter of Credit is to be denominated in a currency
            other than Dollars;

                  (E) such Letter of Credit contains any provisions for
            automatic reinstatement of the stated amount after any drawing
            thereunder; or

                  (F) a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C


                                       33
                       Holly Corporation Credit Agreement

            Issuer has entered into satisfactory arrangements with the Borrower
            or such Lender to eliminate the L/C Issuer's risk with respect to
            such Lender.

            (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v) The L/C Issuer shall be under no obligation to amend any Letter
      of Credit if (A) the L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

      (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Borrower. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least
      two Business Days (or such later date and time as the Administrative Agent
      and the L/C Issuer may agree in a particular instance in their sole
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to the L/C Issuer: (A) the proposed issuance date
      of the requested Letter of Credit (which shall be a Business Day); (B) the
      amount thereof; (C) the expiry date thereof; (D) the name and address of
      the beneficiary thereof; (E) the documents to be presented by such
      beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may reasonably
      require. In the case of a request for an amendment of any outstanding
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to the L/C Issuer (w) the Letter of Credit to be
      amended; (x) the proposed date of amendment thereof (which shall be a
      Business Day); (y) the nature of the proposed amendment; and (z) such
      other matters as the L/C Issuer may reasonably require. Additionally, the
      Borrower shall furnish to the L/C Issuer and the Administrative Agent such
      other documents and information pertaining to such requested Letter of
      Credit issuance or amendment, including any Issuer Documents, as the L/C
      Issuer or the Administrative Agent may reasonably require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has received a copy of such Letter
      of Credit Application from the Borrower and, if not, the L/C Issuer will
      provide the Administrative Agent with a copy thereof. Unless the L/C
      Issuer has received written notice from any Lender, the Administrative
      Agent or any Loan Party, at least one Business Day prior to the requested
      date of issuance or amendment of the applicable Letter of Credit, that one
      or more applicable conditions contained in Article IV shall not then be
      satisfied, then, subject to


                                       34
                       Holly Corporation Credit Agreement

      the terms and conditions hereof, the L/C Issuer shall, on the requested
      date, issue a Letter of Credit for the account of the Borrower (or the
      applicable Subsidiary) or enter into the applicable amendment, as the case
      may be, in each case in accordance with the L/C Issuer's usual and
      customary business practices. Immediately upon the issuance of each Letter
      of Credit, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the L/C Issuer a risk
      participation in such Letter of Credit in an amount equal to the product
      of such Lender's Pro Rata Share times the amount of such Letter of Credit.

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer 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 the L/C Issuer to prevent any
      such extension at least 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 the L/C Issuer,
      the Borrower shall not be required to make a specific request to the L/C
      Issuer 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) the L/C Issuer to permit the extension of such Letter of Credit
      at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not permit
      any such extension if (A) the L/C Issuer 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
      (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
      otherwise), or (B) it has received notice (which may be by telephone or in
      writing) on or before the day that is five Business Days before the
      Non-Extension Notice Date (1) from the Administrative Agent that the
      Required Lenders have elected not to permit such extension or (2) from the
      Administrative Agent, any Lender or any Loan Party that one or more of the
      applicable conditions specified in Section 4.02 is not then satisfied, and
      in each such case directing the L/C Issuer not to permit such extension.

            (iv) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer 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 the L/C Issuer, the Borrower shall not be required
      to make a specific request to the L/C Issuer 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) the L/C Issuer 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 the L/C Issuer 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-


                                       35
                       Holly Corporation Credit Agreement

      Reinstatement Deadline"), the L/C Issuer 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 Business Days before the
      Non-Reinstatement Deadline (A) from the Administrative Agent that the
      Required Lenders have elected not to permit such reinstatement or (B) from
      the Administrative Agent, any Lender or the Borrower that one or more of
      the applicable conditions specified in Section 4.02 is not then satisfied
      (treating such reinstatement as an L/C Credit Extension for purposes of
      this clause) and, in each case, directing the L/C Issuer not to permit
      such reinstatement.

            (v) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Borrower and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the L/C Issuer shall
      notify the Borrower and the Administrative Agent thereof. Not later than
      10:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Borrower shall reimburse the
      L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing. If the Borrower fails to so reimburse the L/C
      Issuer by such time, the Administrative Agent shall promptly notify each
      Lender of the Honor Date, the amount of the unreimbursed drawing (the
      "Unreimbursed Amount"), and the amount of such Lender's Pro Rata Share
      thereof. In such event, the Borrower shall be deemed to have requested a
      Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
      amount equal to the Unreimbursed Amount, without regard to the minimum and
      multiples specified in Section 2.02 for the principal amount of Base Rate
      Loans, but subject to the Borrowing Base and the amount of the unutilized
      portion of the Aggregate Commitments and the conditions set forth in
      Section 4.02 (other than the delivery of a Loan Notice). Any notice given
      by the L/C Issuer or the Administrative Agent pursuant to this Section
      2.03(c)(i) may be given by telephone if immediately confirmed in writing;
      provided that the lack of such an immediate confirmation shall not affect
      the conclusiveness or binding effect of such notice.

            (ii) Each Lender (including the Lender acting as L/C Issuer) shall
      upon any notice pursuant to Section 2.03(c)(i) make funds available to the
      Administrative Agent for the account of the L/C Issuer at the
      Administrative Agent's Office in an amount equal to its Pro Rata Share of
      the Unreimbursed Amount not later than 12:00 noon on the Business Day
      specified in such notice by the Administrative Agent, whereupon, subject
      to the provisions of Section 2.03(c)(iii), each Lender that so makes funds
      available shall be deemed to have made a Base Rate Loan to the Borrower in
      such amount. The Administrative Agent shall remit the funds so received to
      the L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Borrowing of Base Rate Loans because the conditions set
      forth in Section 4.02 cannot be satisfied (and have not been waived) or
      for any other reason, the Borrower shall be


                                       36
                       Holly Corporation Credit Agreement

      deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount
      of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
      shall be due and payable on demand (together with interest) and shall bear
      interest at the Default Rate from the date such amount is so demanded
      until the date on which such amount is paid in full. In such event, each
      Lender's payment to the Administrative Agent for the account of the L/C
      Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect
      of its participation in such L/C Borrowing and shall constitute an L/C
      Advance from such Lender in satisfaction of its participation obligation
      under this Section 2.03.

            (iv) Until each Lender funds its Loan or L/C Advance pursuant to
      this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn
      under any Letter of Credit, interest in respect of such Lender's Pro Rata
      Share of such amount shall be solely for the account of the L/C Issuer.

            (v) Each Lender's obligation to make Loans or L/C Advances to
      reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
      contemplated by this Section 2.03(c), shall be absolute and unconditional
      and shall not be affected by any circumstance, including (A) any set-off,
      counterclaim, recoupment, defense or other right which such Lender may
      have against the L/C Issuer, the Borrower or any other Person for any
      reason whatsoever; (B) the occurrence or continuance of a Default, or (C)
      any other occurrence, event or condition, whether or not similar to any of
      the foregoing; provided, however, that each Lender's obligation to make
      Loans pursuant to this Section 2.03(c) is subject to the satisfaction or
      waiver of the conditions set forth in Section 4.02 (other than delivery by
      the Borrower of a Loan Notice). No such making of an L/C Advance shall
      relieve or otherwise impair the obligation of the Borrower to reimburse
      the L/C Issuer for the amount of any payment made by the L/C Issuer under
      any Letter of Credit, together with interest as provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the L/C Issuer at a rate per annum equal to the
      Federal Funds Rate from time to time in effect. A certificate of the L/C
      Issuer submitted to any Lender (through the Administrative Agent) with
      respect to any amounts owing under this clause (vi) shall be conclusive
      absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Borrower or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent


                                       37
                       Holly Corporation Credit Agreement

      will distribute to such Lender its Pro Rata Share thereof (appropriately
      adjusted, in the case of interest payments, to reflect the period of time
      during which such Lender's L/C Advance was outstanding) in the same funds
      as those received by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 10.06
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Pro Rata Share thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand
      to the date such amount is returned by such Lender, at a rate per annum
      equal to the Federal Funds Rate from time to time in effect.

      (e) Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other Loan Document;

            (ii) the existence of any claim, counterclaim, set-off, defense or
      other right that the Borrower or any Subsidiary 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), the L/C Issuer 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 the L/C Issuer 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 any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Borrower or any Subsidiary.


                                       38
                       Holly Corporation Credit Agreement

      The Borrower 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 the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

      (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      (g) Cash Collateral. Upon the written request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the date that is 10 Business Days prior to the Letter of Credit Expiration
Date, any Letter of Credit for any reason remains outstanding and partially or
wholly undrawn, the Borrower shall immediately Cash Collateralize such amount as
the Administrative Agent may request, up to a maximum amount equal to the then
Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing or the Letter
of Credit Expiration Date, as the case may be). Sections 2.05 and 8.02(c) set
forth certain additional requirements to deliver Cash


                                       39
                       Holly Corporation Credit Agreement

Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and
Section 8.02(c), "Cash Collateralize" means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash Collateral
shall be maintained in blocked, interest bearing deposit accounts at Bank of
America. Upon the indefeasible payment in full in cash of the Obligations, the
Administrative Agent shall immediately release the security interest in the
cash, deposit accounts and balances therein and proceeds thereof maintained as
Cash Collateral pursuant to this Section 2.03(g).

      (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules
of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance shall
apply to each commercial Letter of Credit.

      (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit fee (the "Letter of Credit Fee") for each Letter of Credit
equal to the Applicable Rate times the daily maximum amount available to be
drawn under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit). Letter of Credit Fees shall be (i) computed
on a quarterly basis in arrears and (ii) due and payable on the first Business
Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. If there is any
change in the Applicable Rate during any quarter, the daily maximum amount of
each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

      (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit in the amount specified in
the Fee Letter, payable on the actual daily maximum amount available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit). Such fronting fee shall be computed on a
quarterly basis in arrears. Such fronting fee shall be due and payable on the
first Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In
addition, the Borrower shall pay directly to the L/C Issuer for its own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.


                                       40
                       Holly Corporation Credit Agreement

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

      (l) Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Restricted Subsidiary, the Borrower
shall be obligated to reimburse the L/C Issuer hereunder for any and all
drawings under such Letter of Credit. The Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of Restricted Subsidiaries inures
to the benefit of the Borrower, and that the Borrower's business derives
substantial benefits from the businesses of such Restricted Subsidiaries.

      2.04 [INTENTIONALLY OMITTED].

      2.05 PREPAYMENTS; REDUCTION OF COMMITMENTS.

      (a) The Borrower may, upon notice to the Administrative Agent, at any time
or from time to time voluntarily prepay Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to
any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such
Lender's Pro Rata Share of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders
in accordance with their respective Pro Rata Shares.

      (b) If for any reason the Total Outstandings at any time exceed the lesser
of (x) the Borrowing Base and (y) the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(b) unless after the prepayment in full of the
Loans, the Total Outstandings exceed the lesser of (x) the Borrowing Base and
(y) the Aggregate Commitments then in effect.

      (c) If the Borrower or any Guarantor sells any assets permitted under
Section 7.05 and, after giving effect to such sale, the Total Outstandings
exceed the Borrowing Base then in effect, the Net Cash Proceeds of such sale
shall be applied to the prepayment of the Loans in an amount necessary to
eliminate any such excess.


                                       41
                       Holly Corporation Credit Agreement

      2.06 TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 10:00
a.m. three Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Outstandings would exceed
the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Pro Rata Share. All fees accrued until the effective date of
any termination of the Aggregate Commitments shall be paid on the effective date
of such termination.

      2.07 REPAYMENT OF LOANS. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Loans outstanding on such date.

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate and (ii) each Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate.

      (b) (i) If any amount of principal of any Loan is not paid when due (after
giving effect to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter, and until paid, bear
interest at a fluctuating interest rate per annum equal to the Default Rate to
the fullest extent permitted by applicable Laws.

            (ii) If any amount (other than principal of any Loan) payable by the
      Borrower under any Loan Document is not paid when due (after giving effect
      to any applicable grace periods), whether at stated maturity, by
      acceleration or otherwise, then upon the written request of the Required
      Lenders, such amount shall thereafter, and until paid, bear interest at a
      fluctuating interest rate per annum equal to the Default Rate to the
      fullest extent permitted by applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrower shall pay interest on the principal amount of
      all outstanding Obligations hereunder at a fluctuating interest rate per
      annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

            (iv) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon written
      demand.


                                       42
                       Holly Corporation Credit Agreement

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

      (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a commitment
fee equal to the Applicable Rate times the actual daily amount by which the
Aggregate Commitments exceed the Total Outstandings. The commitment fee shall
accrue at all times during the Availability Period, including at any time during
which one or more of the conditions in Article IV is not met or otherwise
waived, and shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first such
date to occur after the Closing Date, and on the Maturity Date. The commitment
fee shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.

      (b) Other Fees. (i) The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.

            (ii) The Borrower shall pay to the Lenders such fees as shall have
      been separately agreed upon in writing in the amounts and at the times so
      specified. Such fees shall be fully earned when paid and shall not be
      refundable for any reason whatsoever.

      2.10 COMPUTATION OF INTEREST AND FEES.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day.

      2.11 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each


                                       43
                       Holly Corporation Credit Agreement

Lender shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments
thereon. Any failure to so record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error. Upon the request of any Lender made through the Administrative Agent, the
Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender's Loans in addition to such
accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.

      2.12 PAYMENTS GENERALLY.

      (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon
on the date specified herein. The Administrative Agent will promptly distribute
to each Lender its Pro Rata Share (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender's
Lending Office. All payments received by the Administrative Agent after 12:00
noon shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.

      (b) If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.

      (c) Unless the Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

            (i) if the Borrower failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that


                                       44
                       Holly Corporation Credit Agreement

      was made available to such Lender in immediately available funds, together
      with interest thereon in respect of each day from and including the date
      such amount was made available by the Administrative Agent to such Lender
      to the date such amount is repaid to the Administrative Agent in
      immediately available funds at the Federal Funds Rate from time to time in
      effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the Borrower to the date such amount is recovered by the Administrative
      Agent (the "Compensation Period") at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. If such Lender pays such amount to
      the Administrative Agent, then such amount shall constitute such Lender's
      Loan included in the applicable Borrowing. If such Lender does not pay
      such amount forthwith upon the Administrative Agent's demand therefor, the
      Administrative Agent may make a demand therefor upon the Borrower, and the
      Borrower shall pay such amount to the Administrative Agent, together with
      interest thereon for the Compensation Period at a rate per annum equal to
      the rate of interest applicable to the applicable Borrowing. Nothing
      herein shall be deemed to relieve any Lender from its obligation to
      fulfill its Commitment or to prejudice any rights which the Administrative
      Agent or the Borrower may have against any Lender as a result of any
      default by such Lender hereunder.

      A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

      (d) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.

      (e) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit are several and not joint. The failure of
any Lender to make any Loan or to fund any such participation 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 purchase its participation.

      (f) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.13 SHARING OF PAYMENTS.

      If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations held by it, any payment


                                       45
                       Holly Corporation Credit Agreement

(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations held by them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loans or
such participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described in
Section 10.06 (including pursuant to any settlement entered into by the
purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

      2.14 INCREASE IN COMMITMENTS.

      (a) Provided there exists no Default, upon notice to the Administrative
Agent (which shall promptly notify the Lenders), the Borrower may, not more than
two times, request an increase in the Aggregate Commitments by an amount (for
both such requests) not exceeding $50,000,000; provided that the initial request
for an increase shall be in a minimum amount of $25,000,000, and, provided
further that the following increase, if requested, shall be in an amount equal
to the remainder of the aggregate increase permitted pursuant to this clause
(a). At the time of sending any such notice, the Borrower (in consultation with
the Administrative Agent) shall specify the time period within which each Lender
is requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders). Each Lender shall
notify the Administrative Agent within such time period whether or not it agrees
to increase its Commitment and, if so, whether by an amount equal to, greater
than, or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment. The Administrative Agent shall promptly thereafter notify the
Borrower and each Lender of the Lenders' responses (or non-responses) to each
request made hereunder. To achieve the full amount of a requested increase, the
Borrower may also invite additional Eligible Assignees to


                                       46
                       Holly Corporation Credit Agreement

become Lenders pursuant to a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.

      (b) If the Aggregate Commitments are increased in accordance with this
Section, the Administrative Agent and the Borrower shall determine the effective
date (the "Increase Effective Date") and the final allocation of such increase.
The Administrative Agent shall promptly notify the Borrower and the Lenders of
the final allocation of such increase and the Increase Effective Date and
provide to each Lender and the Borrower a revised Schedule 2.01 reflecting such
increase. As a condition precedent to such increase, the Borrower shall deliver
to the Administrative Agent a certificate of the Borrower dated as of the
Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of the Borrower (i) certifying and attaching the resolutions
adopted by the Borrower approving or consenting to such increase, and (ii)
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan
Documents are true and correct in all material respects on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that
for purposes of this Section 2.15, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 6.01, and (B) no Default exists. In the event that there are any
Loans outstanding on the Increase Effective Date, upon notice from the
Administrative Agent to each Lender, the amount of Loans owing to each Lender
shall be appropriately adjusted to the extent necessary to keep the outstanding
Loans ratable with any revised Pro Rata Shares arising from any nonratable
increase in the Commitments under this Section and the Borrower shall pay any
amounts required pursuant to Section 3.05.

      (c) This Section shall supersede any provisions in Sections 2.13 or 10.01
to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Any and all payments by or on behalf of the Borrower or any Loan Party
to or for the account of the Administrative Agent or any Lender under any Loan
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender, taxes
imposed on or measured by its overall net income, and franchise taxes (imposed
in lieu of net income taxes), imposed by the jurisdiction (or any political
subdivision thereof) under the Laws of which the Administrative Agent or such
Lender, as the case may be, is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "Taxes"). If any Taxes are required to be deducted or withheld by or on
behalf of the Borrower or any Loan Party from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable by the Borrower shall be increased as necessary so that


                                       47
                       Holly Corporation Credit Agreement

after making all required deductions or withholdings (including deductions or
withholdings applicable to additional sums payable under this Section), each of
the Administrative Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions or withholdings been made, (ii) the
Borrower shall make (or cause to be made) such deductions or withholdings, (iii)
the Borrower shall pay (or cause to be paid) the full amount deducted or
withheld to the relevant taxation authority or other authority in accordance
with applicable Laws, and (iv) within 30 days after the date of such payment,
the Borrower shall furnish to the Administrative Agent (which shall forward the
same to such Lender) the original or a certified copy of a receipt (or other
evidence reasonably satisfactory to the Administrative Agent) evidencing payment
thereof.

      (b) In addition, the Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

      (c) If the Borrower shall be required to deduct, withhold or pay any Taxes
or Other Taxes from or in respect of any sum payable under any Loan Document to
the Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies (in a certificate to the Borrower pursuant to Section 3.06(a)) is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) that the Administrative
Agent or such Lender would have received if such Taxes or Other Taxes had not
been imposed.

      (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. Payment
under this subsection (d) shall be made within 30 days after the date the Lender
or the Administrative Agent makes a demand therefor, accompanied by a
certificate to the Borrower pursuant to Section 3.06(a).

      3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on written notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans,


                                       48
                       Holly Corporation Credit Agreement

either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

      3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans in the amount
specified therein.

      3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

      (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans (and similar loans
made by such Lender to borrowers similarly situated to the Borrower) or (as the
case may be) issuing or participating in Letters of Credit, or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements, then from time to time upon demand of such Lender (with a copy of
such demand to the Administrative Agent), accompanied by a certificate to the
Borrower pursuant to Section 3.06(a), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such increased cost or
reduction.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent),
accompanied by a certificate to the


                                       49
                       Holly Corporation Credit Agreement

Borrower pursuant to Section 3.06(a), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such reduction.

      (c) The Borrower shall pay to each Lender, as long as such Lender shall be
required to maintain reserves with respect to liabilities or assets consisting
of or including Eurocurrency funds or deposits (currently known as "Eurocurrency
liabilities"), additional interest on the unpaid principal amount of each
Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided the Borrower shall have
received at least 15 days' prior written notice (with a copy to the
Administrative Agent), accompanied by a certificate to the Borrower pursuant to
Section 3.06(a), of such additional interest from such Lender. If a Lender fails
to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

      3.05 COMPENSATION FOR LOSSES. Upon written demand of any Lender (with a
copy to the Administrative Agent), accompanied by a certificate to the Borrower
pursuant to Section 3.06(a), from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense reasonably incurred by it as a result of:

      (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

      (c) any assignment of a Eurodollar Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.16;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

      For purposes of calculating amounts payable by the Borrower to the Lenders
under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a) A certificate of the Administrative Agent or any Lender claiming
compensation or other amounts under this Article III and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error. In determining such


                                       50
                       Holly Corporation Credit Agreement

amount, the Administrative Agent or such Lender may use any reasonable averaging
and attribution methods.

      (b) Upon any Lender's making a claim for compensation under Section 3.01
or 3.04, the Borrower may replace such Lender in accordance with Section 10.16.

      3.07 SURVIVAL.

      All of the Borrower's obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction (or
waiver) of the following conditions precedent:

      (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance reasonably satisfactory to the Administrative Agent and each
of the Lenders:

            (i) executed counterparts of this Agreement and the Guarantee and
      Collateral Agreement (together with related UCC-1 financing statements,
      account control agreements, third party access agreements, insurance
      certificates naming the Administrative Agent as additional insured and all
      such other related documents, in each case, to the extent necessary to
      perfect the Lien on the Collateral granted pursuant to the Guarantee and
      Collateral Agreement), sufficient in number for distribution to the
      Administrative Agent, each Lender and the Borrower;

            (ii) a Note executed by the Borrower in favor of each Lender
      requesting a Note;

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of each
      Loan Party as the Administrative Agent may require evidencing the
      identity, authority and capacity of each Responsible Officer thereof
      authorized to act as a Responsible Officer in connection with this
      Agreement and the other Loan Documents to which such Loan Party is a
      party;

            (iv) such documents and certifications as the Administrative Agent
      may reasonably require to evidence that each Loan Party is duly organized
      or formed, and that each Loan Party is 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


                                       51
                       Holly Corporation Credit Agreement

      its business requires such qualification, except to the extent that
      failure to do so would not reasonably be expected to have a Material
      Adverse Effect;

            (v) favorable opinions of (A) Vinson & Elkins L.L.P., outside
      counsel to the Borrower, and (B) John Glancy, General Counsel of the
      Borrower, in each case addressed to the Administrative Agent and each
      Lender, as to the matters set forth in Exhibit F and such other matters
      concerning the Loan Parties and the Loan Documents as the Administrative
      Agent or the Required Lenders may reasonably request;

            (vi) a certificate of a Responsible Officer of each Loan Party
      either (A) attaching copies of all consents, licenses and approvals
      required in connection with the execution, delivery and performance by
      such Loan Party and the validity against such Loan Party of the Loan
      Documents to which it is a party, and such consents, licenses and
      approvals shall be in full force and effect, or (B) stating that no such
      consents, licenses or approvals are so required;

            (vii) a certificate signed by a Responsible Officer of the Borrower
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied and (B) that there has been no event or circumstance
      since the date of the Audited Financial Statements that has had or could
      be reasonably expected to have, either individually or in the aggregate, a
      Material Adverse Effect;

            (viii) a duly completed Borrowing Base Certificate as of April 30,
      2004;

            (ix) a duly completed Compliance Certificate as of March 31, 2004,
      signed by a Responsible Officer of the Borrower;

            (x) evidence that all insurance required to be maintained pursuant
      to the Loan Documents has been obtained and is in effect;

            (xi) evidence that, subject to the initial Borrowing hereunder, the
      Existing Credit Agreement has been or concurrently with the Closing Date
      is being terminated, all amounts owing thereunder have been prepaid and
      all Liens securing obligations under the Existing Credit Agreement have
      been or concurrently with the Closing Date are being released; and

            (xii) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, the L/C Issuer or the Required
      Lenders reasonably may require.

      (b) Any fees required to be paid on or before the Closing Date shall have
been paid.

      (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date.

      (d) All governmental and third party approvals (including landlords' and
other consents) necessary in connection with the continuing operations of the
Loan Parties and the


                                       52
                       Holly Corporation Credit Agreement

transactions contemplated hereby 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 financing
contemplated hereby.

      (e) The Administrative Agent shall have received the results of a recent
lien, tax lien, judgment and litigation search in each of the jurisdictions or
offices in which UCC financing statements or other filings or recordations
should be made to evidence or perfect (with the priority required under the Loan
Documents) security interests in the Collateral (or would have been made at any
time during the five years immediately preceding the Closing Date to perfect
Liens on such assets of the Loan Parties), and such search shall be reasonably
satisfactory to the Lenders.

      (f) Each document (including, without limitation, any UCC financing
statement) required by the Guarantee and Collateral Agreement or under law or
reasonably requested by the Administrative Agent to be filed, registered or
recorded in order to create in favor of the 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 Permitted Liens), shall have been filed, registered or recorded or
shall have been delivered to the Administrative Agent in proper form for filing,
registration or recordation.

      (g) There shall be no litigation, public or private, or administrative
proceedings, governmental investigation or other legal or regulatory
developments, actual or threatened, that, singly or in the aggregate, would
reasonably be expected to result in a Material Adverse Effect on the Borrower
and its Subsidiaries, taken as a whole, or would materially and adversely affect
the ability of the Borrower and its Subsidiaries to fully and timely perform
their respective obligations under the Loan Documents, or the rights and
remedies of the Administrative Agent or the Lenders under the Loan Documents.

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender to
honor any Request for Credit Extension (other than a Loan Notice requesting only
a conversion of Loans to the other Type, or a continuation of Eurodollar Rate
Loans) is subject to the following conditions precedent:

      (a) The representations and warranties of the Borrower and each other Loan
Party, contained in Article V or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct in all material respects on and as of the
date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date, and except
that for purposes of this Section 4.02, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to
the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01.

      (b) No Default shall exist, or would result from such proposed Credit
Extension.


                                       53
                       Holly Corporation Credit Agreement

      (c) The Administrative Agent and, if applicable, the L/C Issuer shall have
received a Request for Credit Extension in accordance with the requirements
hereof.

      (d) the Total Outstandings, after giving effect to such Credit Extension,
shall not exceed the lesser of (x) the Borrowing Base and (y) the Aggregate
Commitments then in effect.

      Each Request for Credit Extension (other than a Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied (or waived) on and as of the date of the applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Party (a) is duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party, (c) is duly qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws; except in each
case referred to in clause (b)(i), (c) or (d), to the extent that failure to do
so would not reasonably be expected to have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, (i) any
Contractual Obligation to which such Person is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law.

      5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, except for
those that have previously been obtained and are currently in full force and
effect.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered


                                       54
                       Holly Corporation Credit Agreement

will constitute, a legal, valid and binding obligation of such Loan Party,
enforceable against each Loan Party that is party thereto in accordance with its
terms, except as may be limited by applicable Debtor Relief Laws.

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (ii) fairly present the financial
condition of the Borrower and its Consolidated Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein. The Borrower has previously
disclosed to the Administrative Agent and the Lenders all material indebtedness
and other liabilities, direct or contingent, of the Borrower and its
Subsidiaries as of the date hereof, including liabilities for taxes, material
commitments and Indebtedness.

      (b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries dated March 31, 2004, and the related consolidated
statements of income or operations, Shareholders' Equity and cash flows for the
fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Borrower and its Consolidated Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments. Such unaudited consolidated balance sheet sets forth all material
indebtedness and other liabilities, direct or contingent, of the Borrower and
its Consolidated Subsidiaries as of the date of such financial statements,
including liabilities for taxes, material commitments and Indebtedness.

      (c) Since the date of the Audited Financial Statements, there has been no
event or circumstance, either individually or in the aggregate, that has had or
would reasonably be expected to have a Material Adverse Effect.

      5.06 LITIGATION. Except as specifically disclosed in Schedule 5.06, there,
are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) either individually or in the aggregate, if determined adversely,
would reasonably be expected to have a Material Adverse Effect.

      5.07 NO DEFAULT. Neither the Borrower nor any Restricted Subsidiary is in
default under or with respect to any Contractual Obligation that would, either
individually 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 consummation of the transactions contemplated by this Agreement or any other
Loan Document.


                                       55
                       Holly Corporation Credit Agreement

      5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Restricted Subsidiary has good record and marketable title in fee simple to, or
valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects in title as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Borrower and its Restricted Subsidiaries is
subject to no Liens, other than Liens permitted by Section 7.01.

      5.09 ENVIRONMENTAL MATTERS. The Borrower and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and pending or threatened claims alleging potential Environmental Liability
on their respective businesses, operations and properties, and as a result
thereof the Borrower has reasonably concluded that, except as specifically
disclosed in Schedule 5.09, and after taking into account the availability of
any insurance proceeds or other amounts recovered from third parties, such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      5.10 INSURANCE. The properties of the Borrower and its Restricted
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, 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 the
Borrower or the applicable Subsidiary operates.

      5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal and
state income tax returns and other material tax returns and reports required to
be filed, and have paid all Federal and state income taxes and other material
taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except (a)
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP or (b) to the extent that a failure to do so would not
reasonably be expected to result in a Material Adverse Effect. There is no
proposed tax assessment against the Borrower or any Subsidiary that would, if
made, have a Material Adverse Effect.

      5.12 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code (i) has
received a favorable determination letter from the IRS, (ii) has outstanding an
application for such a letter that is currently being processed by the IRS with
respect thereto, or (iii) has a remedial amendment period for submitting such an
application that has not closed. To the best knowledge of the Borrower, nothing
has occurred which would prevent, or cause the loss of, Plan qualification. The
Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan.


                                       56
                       Holly Corporation Credit Agreement

      (b) There are no pending or, to the best knowledge of the 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 the
fiduciary responsibility rules with respect to any Plan that has resulted or
would reasonably be expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA and normal funding obligations); (iii) neither the Borrower nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (iv) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

      5.13 SUBSIDIARIES. The Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13 and has no equity
investments in any other corporation or entity other than those specifically
disclosed in Part(b) of Schedule 5.13, in each case, other than as otherwise
subsequently disclosed to the Administrative Agent in accordance with the terms
of Loan Documents.

      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a) The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.

      (b) None of the Borrower, any Person Controlling the Borrower, or any
Restricted Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

      5.15 DISCLOSURE. All information, other than projections, which has been
or is hereafter made available to the Administrative Agent or the Lenders by the
Borrower or any Restricted Subsidiary in accordance with the terms of this
Agreement or any other Loan Document is and will be complete and correct in all
material respects. No report, financial statement, certificate or other
information furnished (in writing) by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to


                                       57
                       Holly Corporation Credit Agreement

projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

      5.16 COMPLIANCE WITH LAWS. Each of the Borrower and each Restricted
Subsidiary is in compliance in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

      5.17 GUARANTEE AND COLLATERAL AGREEMENT. The Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid, binding and enforceable security
interest in the Collateral described therein, prior to all other Liens except
Permitted Liens.

      5.18 SOLVENCY. Each Loan Party is, and after giving effect to all
Indebtedness and obligations being incurred in connection herewith will be and
will continue to be, Solvent.

      5.19 USE OF PROCEEDS. The Borrower intends to use the proceeds of the
Credit Extensions for working capital, capital expenditures and general
corporate purposes (including Permitted Acquisitions) not in contravention of
any Law or of any Loan Document and to refinance all amounts owing under the
Existing Credit Agreement.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, 6.03, 6.09, 6.11, 6.13
and 6.14) cause each Subsidiary, or, where specifically limited in a covenant,
each Restricted Subsidiary to:

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

      (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Borrower (commencing with the fiscal year ended December
31, 2004), a consolidated balance sheet of the Borrower, its Consolidated
Subsidiaries and the MLP Parties as at the end of such fiscal year, and the
related consolidated 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, all in reasonable detail and
prepared in accordance with GAAP, audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any "going concern" or like qualification or exception
or any qualification or exception as to the scope of such audit; and


                                       58
                       Holly Corporation Credit Agreement

      (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 Borrower
(commencing with the fiscal quarter ended June 30, 2004), a consolidated balance
sheet of the Borrower, its Subsidiaries and the MLP Parties as at the end of
such fiscal quarter, and the related consolidated statements of income or
operations, Shareholders' Equity and cash flows for such fiscal quarter and for
the portion of the Borrower's fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations,
Shareholders' Equity and cash flows of the Borrower, its Subsidiaries and the
MLP Parties in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section
6.02(d), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in subsections (a) and (b) above at the times specified
therein. As to the information and materials described in subsections (a) and
(b) above, the Borrower shall provide, on an unaudited basis, corresponding
consolidating financial statements. As to the information and materials
described in subsections (a) and (b) above, the Borrower shall provide, on an
unaudited basis, corresponding information and materials representative of the
Borrower and the Loan Parties (excluding therefrom any amounts attributable to
the Unrestricted Subsidiaries).

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
and each Lender, in form and detail reasonably satisfactory to the
Administrative Agent and the Required Lenders:

      (a) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b) (commencing with the delivery of the financial
statements for the fiscal quarter ended June 30, 2004), a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower;

      (b) promptly after any reasonable request by the 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 Borrower by independent accountants in connection with the accounts or books
of the Borrower or any Restricted Subsidiary, or any audit of any of them;

      (c) 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 the Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which the Borrower 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 the
Administrative Agent pursuant hereto;

      (d) 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


                                       59
                       Holly Corporation Credit Agreement

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 6.01 or
any other clause of this Section 6.02;

      (e) 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

      (f) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Restricted Subsidiary, or
compliance with the terms of the Loan Documents, as the Administrative Agent or
any Lender may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (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
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify (which may be by facsimile or electronic mail)
the Administrative Agent and each Lender of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies
of the Compliance Certificates required by Section 6.02(a) to the Administrative
Agent. Except for such Compliance Certificates, the 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 the Borrower 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.

      6.03 NOTICES. Promptly, but in any event within five Business Days of the
date on which any Responsible Officer of the Borrower or any Restricted
Subsidiary obtains knowledge thereof, notify the Administrative Agent and each
Lender:

      (a) of the occurrence of any Default;

      (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Borrower or any Restricted
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Subsidiary and any


                                       60
                       Holly Corporation Credit Agreement

Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws (in the case
of clauses (i) through (iii) above to the extent it has resulted or could
reasonably be expected to result in a Material Adverse Effect);

      (c) of the occurrence of any ERISA Event; and

      (d) of any material change in accounting policies or financial reporting
practices by the Borrower or any Restricted Subsidiary.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

      6.05 PRESERVATION OF EXISTENCE, ETC.

      (a) Preserve, renew and maintain in full force and effect the legal
existence and good standing of the Borrower and each Restricted Subsidiary under
the Laws of the applicable jurisdiction of organization except in a transaction
permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of the business of the Borrower and each Restricted
Subsidiary, except to the extent that failure to do so would not 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 the Borrower
and each Restricted Subsidiary, the non-preservation of which would reasonably
be expected to have a Material Adverse Effect.

      6.06 MAINTENANCE OF PROPERTIES.

      Except with respect to transactions permitted by Section 7.04 or 7.05, (a)
maintain, preserve and protect all material properties and equipment necessary
in the operation of the Borrower's or any Restricted Subsidiary's business in
good working order and condition, ordinary wear and tear excepted; (b) make all
necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of all facilities of the Borrower and the Restricted
Subsidiaries.


                                       61
                       Holly Corporation Credit Agreement

      6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to properties and business of the Borrower and each Restricted
Subsidiary against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons and providing for not less than 30 days' prior notice to the
Administrative Agent of termination, lapse or cancellation of such insurance.

      6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith would not reasonably be expected to have a
Material Adverse Effect.

      6.09 BOOKS AND RECORDS. Maintain (a) proper books of record and account,
in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or any Restricted Subsidiary, as the case
may be, and (b) such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or any Restricted Subsidiary, as the case may be.

      6.10 INSPECTION RIGHTS. Permit representatives and independent contractors
of the Administrative Agent, the Co-Documentation Agents, the Syndication Agent
and each Lender to visit and inspect any of the properties of the Borrower or
any Restricted Subsidiary, to examine the corporate, financial and operating
records of the Borrower or any Restricted Subsidiary, and make copies thereof or
abstracts therefrom, and to discuss the affairs, finances and accounts of the
Borrower or any Restricted Subsidiary with the directors, officers, and
independent public accountants of the Borrower or such Restricted Subsidiary,
the reasonable expenses incurred by the Administrative Agent in connection
therewith to be paid by the Borrower, at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.

      6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions in
accordance with Section 5.20.

      6.12 ADDITIONAL GUARANTORS. Notify the Administrative Agent at the time
that any Person becomes a Restricted Subsidiary, and promptly thereafter (and in
any event within 30 days), cause such Person to (a) become a Guarantor by
executing and delivering to the Administrative Agent a counterpart of the
Guarantee and Collateral Agreement or such other document as the Administrative
Agent shall reasonably deem appropriate for such purpose, and (b) upon the
request of the Administrative Agent, deliver to the Administrative Agent
documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a)
and favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding


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                       Holly Corporation Credit Agreement

effect and enforceability of the documentation referred to in clause (a)), all
in form, content and scope reasonably satisfactory to the Administrative Agent.

      6.13 BORROWING BASE CERTIFICATE AND RELATED REPORTS. The Borrower shall
deliver or cause to be delivered (at the expense of the Borrower) to the
Administrative Agent the following:

      (a) in no event less frequently than 30 days after the end of each month
for the month most recently ended, a Borrowing Base Certificate from the
Borrower accompanied by such supporting detail and documentation as shall be
requested by the Administrative Agent in its reasonable credit judgment;

      (b) upon request by the Administrative Agent, and in no event less
frequently than 30 days after the end of (i) each month, a monthly trial balance
showing Receivables outstanding aged from the statement date as follows: 1 to 30
days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by a
comparison to the prior month's trial balance and such supporting detail and
documentation as shall be requested by the Administrative Agent in its
reasonable credit judgment and (ii) each quarter, a summary of Eligible
Inventory and Eligible Product in Transit by location and type accompanied by
such supporting detail and documentation as shall be requested by the
Administrative Agent in its reasonable credit judgment (in each case, together
with a copy of all or any part of such delivery requested by any Lender in
writing after the Closing Date);

      (c) on the date any Borrowing Base Certificate is delivered pursuant to
Section 6.13(a), a collateral report with respect to the Loan Parties, including
all additions and reductions (cash and non-cash) with respect to Receivables of
the Loan Parties, accompanied by such supporting detail and documentation as
shall be requested by the Administrative Agent in its reasonable credit
judgment;

      (d) at each time of delivery of financial statements pursuant to Section
6.01(a) or (b): (i) a reconciliation of the Receivables trial balance and
quarter-end Eligible Inventory reports of the Loan Parties to the general ledger
of the Loan Parties, in each case, accompanied by such supporting detail and
documentation as shall be requested by the Administrative Agent in its
reasonable credit judgment, and (ii) a general description of any property
included in the Collateral that has been disposed of other than in the ordinary
course of business since the date of the most recent collateral audit conducted
pursuant to Section 6.13(e) and the aggregate book value thereof;

      (e) on or before December 31 of each calendar year, a collateral audit to
be conducted by an auditor (which may include any Agent-Related Person), and in
form, scope and substance, reasonably satisfactory to the Administrative Agent;
and

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


                                       63
                       Holly Corporation Credit Agreement

      The delivery of each certificate and report or any other information
delivered pursuant to this Section 6.13 shall constitute a representation and
warranty by the Borrower that the statements and information contained therein
are true and correct in all material respects on and as of such date.

      6.14 BORROWING BASE VERIFICATION. Any of the Administrative Agent's
officers, employees or agents (which shall include any Agent-Related Person)
shall have the right, not more than two times in any calendar year during normal
business hours (or at any time during normal business hours when a Default or
Event of Default shall have occurred and be continuing), in the name of the
Administrative Agent, any designee of the Administrative Agent or the Borrower,
to verify the validity, amount or any other matter relating to Receivables,
Eligible Inventory or Eligible Product in Transit by mail, telephone, electronic
communication, personal inspection or otherwise. The Borrower shall take
reasonable steps necessary to cooperate with the Administrative Agent in an
effort to facilitate and promptly conclude any such verification process.
Notwithstanding the foregoing, none of the Administrative Agent's officers,
employees or agents (which shall include any Agent-Related Person) shall have
the right to contact any third parties without the prior consent of the Borrower
(which consent may be granted or withheld in the Borrower's sole discretion);
provided that no such consent shall be required following the occurrence and
during the continuance of an Event of Default.

      6.15 FURTHER ASSURANCES. From time to time execute and deliver, or cause
to be executed and delivered, such additional instruments, certificates or
documents, and take all such actions, as the 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 the Administrative Agent and the Lenders with respect to the
Collateral (or with respect to any additions thereto or replacements or proceeds
or products thereof or with respect to any other property or assets hereafter
acquired by the Borrower or any Restricted Subsidiary which may be deemed to be
part of the Collateral) pursuant hereto or thereto. Upon the exercise by the
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, the Borrower will execute and deliver, or will cause the execution
and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Lender may be
required to obtain from the Borrower or any of its Restricted Subsidiaries for
such governmental consent, approval, recording, qualification or authorization.

      6.16 DESIGNATION OF SUBSIDIARIES.

      The board of directors of the Borrower may at any time designate any
Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted
Subsidiary as a Restricted Subsidiary, subject in each case to the definitions
of Restricted Subsidiary and Unrestricted Subsidiary; provided that each
Restricted Subsidiary shall at all times be a Guarantor under the Guarantee and
Collateral Agreement and, provided further, that except for the Subsidiaries
listed on Schedule 6.16 hereof which are, as of the date hereof and until
designated otherwise in accordance with the terms hereof, Unrestricted
Subsidiaries, no designation by the board of


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                       Holly Corporation Credit Agreement

directors of the Borrower of any Restricted Subsidiary as an Unrestricted
Subsidiary shall be effective unless:

            (a) the Borrower shall have delivered to the Administrative Agent
      written notice of such designation, together with (i) a Borrowing Base
      Certificate, calculating the Borrowing Base as of the date of the proposed
      effectiveness of such designation, demonstrating that the Total
      Outstandings will not exceed the Borrowing Base after giving effect to
      such designation (and any applicable prepayment of Total Outstandings
      pursuant to Section 2.05(b))and (ii) a certificate, dated the date of such
      designation, setting forth reasonably detailed calculations demonstrating
      pro forma compliance with the financial covenants set forth in Section
      7.11 after giving effect to such designation;

            (b) immediately before and after giving effect to such designation,
      no Default or Event of Default shall have occurred and be continuing; and

            (c) such Restricted Subsidiary (other than any MLP Party) is also an
      "Unrestricted Subsidiary" under and as defined in the Private Placement
      Agreement.

      For avoidance of doubt, the designation of any Restricted Subsidiary as an
Unrestricted Subsidiary shall constitute for purposes of Sections 7.02 and 7.06
an Investment therein as of the date of such designation in an amount equal to
the net book value of the Borrower's or the applicable Restricted Subsidiary's
investment therein, and the designation of any Unrestricted Subsidiary as a
Restricted Subsidiary shall constitute, inter alia, the incurrence at the time
of designation of any Indebtedness or Liens of such Subsidiary existing at such
time.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Restricted Subsidiary to, directly or indirectly:

      7.01 LIENS. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following (collectively, "Permitted Liens"):

      (a) Liens securing the Obligations pursuant to any Loan Document;

      (b) Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that the property covered thereby is
not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

      (c) Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;


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                       Holly Corporation Credit Agreement

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

      (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

      (f) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety bonds (other than bonds
related to judgments or litigation), performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

      (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which 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 the applicable Person;

      (h) Liens securing Indebtedness permitted under Section 7.03(e); provided
that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and (ii) 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;

      (i) 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, merger or consolidation is otherwise permitted hereunder; provided
that such Liens (i) are not created in anticipation or contemplation of such
acquisition, merger or consolidation, (ii) do not extend to property not subject
to such Liens at the time of such acquisition, merger or consolidation, (iii)
are not more favorable to the applicable lienholders than their existing Liens
and (iv) secure Indebtedness or other obligations in an aggregate amount not to
exceed $5,000,000;

      (j) 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 of the UCC in effect in the States of Texas,
Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction;

      (k) Liens on cash and Cash Equivalents securing Swap Contracts; provided
that the aggregate amount of cash and Cash Equivalents subject to such Liens may
at no time exceed $5,000,000; and

      (l) other Liens securing obligations in an aggregate amount not to exceed
$10,000,000; provided that such Liens do not in the aggregate materially detract
from the value of any Loan Party's assets or materially impair the use thereof
in the operation of its business.


                                       66
                       Holly Corporation Credit Agreement

      7.02 INVESTMENTS. Make any Investments, except:

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

      (b) advances to officers, directors and employees of the Borrower and its
Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

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

      (e) Investments (including Joint Venture Investments) outstanding on the
date hereof and identified on Schedule 7.02;

      (f) Investments in any MLP Party in the form of debt instruments or equity
interests issued by such MLP Party that are received in consideration for
logistics assets of the Borrower or any Restricted Subsidiary; provided that
fair market value is received by the Borrower and its Restricted Subsidiaries in
consideration for such assets;

      (g) Investments in NK Asphalt Partners, to the extent required to be made
under the NK Partnership Agreement (as in effect on the date hereof), in an
aggregate amount not to exceed $3,250,000 in any fiscal year;

      (h) other Joint Venture Investments in an aggregate amount not to exceed
$10,000,000;

      (i) Guarantees permitted by Section 7.03;

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

      (k) other Investments (other than Joint Venture Investments) in an
aggregate amount not to exceed $10,000,000.

      7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

      (a) Indebtedness under the Loan Documents;

      (b) Indebtedness outstanding on the date hereof and listed on Schedule
7.03 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


                                       67
                       Holly Corporation Credit Agreement

refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and (ii) any such refinancing,
refunding, renewal or extension of Indebtedness that is subordinated to the
Obligations shall continue to be subordinated to the Obligations on terms no
less favorable to the Lenders than the terms of such Indebtedness to be
refinanced, refunded, renewed or extended;

      (c) Guarantees of any Loan Party in respect of Indebtedness of any other
Loan Party otherwise permitted hereunder;

      (d) obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business 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;" and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party;

      (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations
and purchase money obligations for fixed or capital assets within the
limitations set forth in Section 7.01(i); provided, however, that the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed
$10,000,000;

      (f) 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, merger or consolidation is otherwise permitted hereunder; provided
that (i) any Liens in respect of such Indebtedness are otherwise permitted under
Section 7.01(i) and (ii) such Indebtedness is not incurred in anticipation or
contemplation of such acquisition, merger or consolidation;

      (g) secured Indebtedness in an aggregate principal amount not to exceed
$10,000,000 at any time outstanding; and

      (h) Permitted Unsecured Indebtedness.

      7.04 FUNDAMENTAL CHANGES. Except as otherwise permitted by Section 7.05,
merge, dissolve, liquidate, consolidate with or into another Person, or Dispose
of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that, so long as no Default exists or would
result therefrom:

      (a) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any Guarantor is merging with another
Subsidiary, the Guarantor shall be the continuing or surviving Person; and


                                       68
                       Holly Corporation Credit Agreement

      (b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
Guarantor, then the transferee must either be the Borrower or a Guarantor.

      7.05 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 inventory in the ordinary course of business;

      (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 or (ii) the proceeds of such Disposition
are reasonably promptly applied to the purchase price of such other property;

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

      (e) Dispositions consisting of Investments permitted by Section 7.02(a);

      (f) Dispositions (i) permitted by Section 7.04 or (ii) described on
Schedule 7.05; and

      (g) Dispositions by the Borrower and its Restricted Subsidiaries (i) of
logistics assets of the Borrower or any such Restricted Subsidiary to any MLP
Party (subject to the receipt of cash or the other consideration described in
Section 7.02(f)) and (ii) not otherwise permitted under this Section 7.05;
provided that (A) at the time of such Disposition, no Default shall exist or
would result from such Disposition and (B) except with respect to Dispositions
of assets to any MLP Party pursuant to the MLP Documents or otherwise permitted
under clause (i) above, the aggregate book value of all property Disposed of in
reliance on this clause (g) in any fiscal year shall not exceed $10,000,000.

      provided, however, that any Disposition pursuant to clauses (a) through
(g) shall be for fair market value.

      7.06 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

      (a) each Subsidiary may make Restricted Payments to the Borrower and any
Guarantor (and, in the case of a Restricted Payment by a non-wholly-owned
Subsidiary, to the Borrower and any Subsidiary and to each other owner of
capital stock or other equity interests of such Subsidiary on a pro rata basis
based on their relative ownership interests);


                                       69
                       Holly Corporation Credit Agreement

      (b) the Borrower and each 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 Borrower and each 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

      (d) the Borrower may declare or pay cash dividends to its stockholders and
purchase, redeem or otherwise acquire shares of its capital stock or warrants,
rights or options to acquire any such shares for cash in an aggregate amount not
to exceed the sum of (x) $25,000,000, plus (y) an amount equal to 50% of
Consolidated Net Income of the Borrower and its Restricted Subsidiaries arising
after March 31, 2004, plus (z) an amount equal to 50% of the aggregate increases
in Shareholders' Equity of the Borrower and its Restricted Subsidiaries arising
after March 31, 2004 by reason of the issuance and sale of capital stock or
other equity interests of the Borrower or any Restricted Subsidiary (other than
issuances to the Borrower or any Restricted Subsidiary), including upon any
conversion of debt securities of the Borrower into such capital stock or other
equity interests, and computed on a cumulative consolidated basis with other
such transactions by the Borrower since that date; provided that immediately
after giving effect to such proposed action, no Default would exist.

      7.07 CHANGE IN NATURE OF BUSINESS. Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Restricted Subsidiaries on the date hereof or any business substantially
related or incidental thereto.

      7.08 TRANSACTIONS WITH AFFILIATES. Except as set forth on Schedule 7.08,
enter into any transaction of any kind with any Affiliate of the Borrower,
whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Borrower or such Restricted
Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary
at the time in a comparable arm's length transaction with a Person other than an
Affiliate.

      7.09 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability (i)
of any Restricted Subsidiary to make Restricted Payments to the Borrower or any
Guarantor or to otherwise transfer property to the Borrower or any Guarantor,
(ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower
or (iii) of the Borrower 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 7.03(e) solely to
the extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness or Section 7.03(h) (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.


                                       70
                       Holly Corporation Credit Agreement

      7.10 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose or for any
other purpose not specifically permitted hereunder.

      7.11 FINANCIAL COVENANTS.

      (a) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
Worth at any time to be less than the sum of (a) $220,000,000, (b) an amount
equal to 50% of the Consolidated Net Income earned in each full fiscal quarter
ending after March 31, 2004 (with no deduction for a net loss in any such fiscal
quarter) and (c) an amount equal to 50% of the aggregate increases in
Shareholders' Equity of the Borrower and its Restricted Subsidiaries after the
date hereof by reason of the issuance and sale of capital stock or other equity
interests of the Borrower or any Restricted Subsidiary (other than issuances to
the Borrower or a wholly-owned Subsidiary), including upon any conversion of
debt securities of the Borrower into such capital stock or other equity
interests.

      (b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less
than 3.00:1.00.

      (c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at
any time during any period of four fiscal quarters of the Borrower set forth
below to be greater than 3.25:1.00.

      7.12 FISCAL PERIODS. Change its fiscal year, any fiscal quarter or any
other fiscal period.

      7.13 CHANGE NAME; STATE OF FORMATION. Without having given the
Administrative Agent not less than 30 days' prior written notice thereof and
after having executed and delivered to the Administrative Agent such further
instruments and documents in connection therewith as may be required by the
Administrative Agent, change the Borrower's or any Guarantor's name,
reincorporate, reform or otherwise reorganize the Borrower or any Guarantor, or
change the Borrower's or any Guarantor's jurisdiction of organization.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a) Non-Payment. The Borrower or any other Loan Party (as applicable)
fails to pay (i) when and as required to be paid herein, any amount of principal
of any Loan or any L/C Obligation, or (ii) within five days after the same
becomes due, any interest on any Loan or on any L/C Obligation, or any fee due
hereunder, or (iii) within ten days after the same becomes due, any other amount
payable hereunder or under any other Loan Document; or


                                       71
                       Holly Corporation Credit Agreement

      (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10,
6.11, 6.12, 6.13 or 6.14 or Article VII; or in Section 5 (other than Sections
5.3, 5.4 and 5.5(c) thereof) of the Guarantee and Collateral Agreement; or

      (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days; provided, however, that if such failure is not reasonably
capable of cure within such 30-day period and the Borrower has undertaken
promptly to cure such failure and is thereafter diligently pursuing such cure,
the period referred to above shall be extended for an additional 30 days; or

      (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be materially
incorrect or misleading when made or deemed made; or

      (e) Cross-Default. (i) The Borrower or any Restricted Subsidiary (A) fails
to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount for all such Indebtedness and
Guarantees (including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $5,000,000, or, if all amounts owing
under the Private Placement Agreement shall have been repaid in full and all
obligations thereunder shall have been terminated, $10,000,000, or (B) fails to
observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as to which the Borrower or any Subsidiary
is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the
Borrower or any Material Subsidiary is an Affected Party (as so defined) and, in
either event, the Swap Termination Value owed by the Borrower or such Material
Subsidiary as a result thereof is greater than the $5,000,000, or, if all
amounts owing under the Private Placement Agreement shall have been repaid in
full and all obligations thereunder shall have been terminated, $10,000,000; or

      (f) Insolvency Proceedings; Etc. Any Loan Party or any of its Material
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any


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                       Holly Corporation Credit Agreement

receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Material
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

      (h) Judgments. There is entered against the Borrower or any Material
Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding $1,000,000, or, if all amounts owing under the
Private Placement Agreement shall have been repaid in full and all obligations
thereunder shall have been terminated, $10,000,000 (in each case, to the extent
such final judgment or order remains unpaid or is not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or would reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 10 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or would reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000,
or, if all amounts owing under the Private Placement Agreement shall have been
repaid in full and all obligations thereunder shall have been terminated,
$10,000,000, or (ii) the Borrower or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the $5,000,000, or, if
all amounts owing under the Private Placement Agreement shall have been repaid
in full and all obligations thereunder shall have been terminated, $10,000,000;
or

      (j) Invalidity of Loan Documents. 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) contests in any manner the validity or enforceability
of any Loan Document; or any Loan Party 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


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                       Holly Corporation Credit Agreement

      (k) Change of Control. There occurs any Change of Control with respect to
the Borrower; or

      (l) Security Interest; Guarantee. The Guarantee and Collateral Agreement
shall cease, for any reason (other than by reason of the express release in
accordance with the terms and conditions thereof), to be in full force and
effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or
any Lien created or purported to be created under the Guarantee and Collateral
Agreement shall cease to be enforceable and of the same effect and priority
created or purported to be created thereby. The Guarantee contained in Section 2
of the Guarantee and Collateral Agreement shall cease, for any reason (other
than by reason of the express release in accordance with the terms and
conditions thereof), to be in full force and effect or any Loan Party or any
Affiliate of any Loan Party shall so assert.

      8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:

      (a) declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

      (c) require that the Borrower Cash Collateralize the L/C Obligations in
accordance with Section 2.03(g); and

      (d) subject to the terms of the Guarantee and Collateral Agreement which
provide that certain rights and remedies may only be exercised upon the
occurrence and during the continuance of an Account Control Default, exercise on
behalf of itself and the Lenders all rights and remedies available to it and the
Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02) or as otherwise
permitted under Section 6.4 of the Guarantee and Collateral


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                       Holly Corporation Credit Agreement

Agreement, any amounts received on account of the Obligations shall be applied
by the Administrative Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders in proportion to the respective amounts described in this
clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders in
proportion to the respective amounts described in this clause Fourth held by
them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit;

      Sixth, to payment of that portion of the Obligations constituting amounts
payable to Qualified Counterparties that are Secured Parties in respect of
interest rate protection Swap Contracts and to that portion of the Obligations
constituting Cash Management Obligations, in each case, ratably among them in
proportion to the respective amounts described in this clause Sixth payable to
them; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above or otherwise
promptly returned to the Borrower.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental


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                       Holly Corporation Credit Agreement

thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower
nor any other Loan Party shall have rights as a third party beneficiary of any
of such provisions.

      9.02 RIGHTS AS A LENDER. The Person serving as the 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 the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the 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 the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03 EXCULPATORY PROVISIONS. The 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, the
Administrative Agent:

      (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

      (b) 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 the Administrative Agent
is required to exercise as directed in writing by the Required 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 the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and

      (c) 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 the Borrower or any of its Affiliates that
is communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.

      The 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 Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

      The 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


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                       Holly Corporation Credit Agreement

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 IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      9.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, 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. The 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 or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), 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.

      9.05 DELEGATION OF DUTIES. The 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 the
Administrative Agent. The 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 shall apply to any such sub-agent and to the Related Parties of the
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.

      9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor,
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. If no such successor shall
have been so appointed by the Required Lenders (with the consent of the
Borrower; provided that no such consent will be required following the
occurrence and during the continuance of a Default or Event of Default) and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuer, in
consultation with the Borrower, appoint a successor Administrative Agent meeting
the qualifications set forth above; provided that if the Administrative Agent
shall notify the Borrower and the Lenders that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective


                                       77
                       Holly Corporation Credit Agreement

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 the
Administrative Agent on behalf of the Lenders or the L/C Issuer 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, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders 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 the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Sections 10.04 and 10.05 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.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C
Issuer shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents, and (c) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangement satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C
Issuer with respect to such Letters of Credit.

      9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance
upon the 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 and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the 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.

      9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Persons listed on the cover page hereof or
identified on the signature pages hereto as "syndication agent,"
"co-documentation agent," "co-agent," "book manager," "lead manager,"
"arranger," "lead arranger" or "co-arranger" shall have any powers, duties or
responsibilities


                                       78
                       Holly Corporation Credit Agreement

under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the L/C Issuer
hereunder.

      9.09 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, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
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, L/C 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 have the claims of
      the Lenders and the Administrative Agent (including any claim for the
      reasonable compensation, expenses, disbursements and advances of the
      Lenders and the Administrative Agent and their respective agents and
      counsel and all other amounts due the Lenders and the Administrative Agent
      under Sections 2.03(i) and (j), 2.09 and 10.04) 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 to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

      9.10 COLLATERAL AND GUARANTEE MATTERS. The Lenders irrevocably authorize
the Administrative Agent, at its option and in its discretion,

            (a) to release any Lien on any property granted to or held by the
      Administrative Agent under any Loan Document (i) upon termination of the
      Aggregate Commitments and payment in full of all Obligations (other than
      contingent indemnification obligations) and the expiration or termination
      of all Letters of Credit, (ii) that is sold or to be sold as part of or in
      connection with any sale permitted hereunder or under any other Loan
      Document, or (iii) subject to Section 10.01, if approved, authorized or
      ratified in writing by the Required Lenders;


                                       79
                       Holly Corporation Credit Agreement

            (b) to subordinate any Lien on any property granted to or held by
      the Administrative Agent under any Loan Document to the holder of any Lien
      on such property that is permitted by Section 7.01(i); and

            (c) to release any Guarantor from its obligations under the
      Guarantee and Collateral Agreement if such Person ceases to be a
      Subsidiary as a result of a transaction permitted hereunder.

      Upon request by the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guarantee and Collateral Agreement
pursuant to this Section 9.10.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

      (a) waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

      (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

      (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment or mandatory prepayment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;

      (d) reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or (subject to clause (iii) of the final proviso to
this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document, or (subject to Section 1.03(b)) change the manner of
computation of any financial ratio (including any change in any applicable
defined term) used in determining the Applicable Rate that would result in a
reduction of any interest rate on any Loan or any fee payable hereunder without
the written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary to amend the
definition of "Default Rate" or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate;


                                       80
                       Holly Corporation Credit Agreement

      (e) change Section 2.13 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

      (f) change any provision of this Section or the definition of "Required
Lenders," "Supermajority Lenders" or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or

      (g) except as expressly provided in Section 9.10, release any Guarantor
from the Guarantee and Collateral Agreement without the written consent of each
Lender or release all or a material part of the Collateral, in each case except
to the extent expressly permitted under the Loan Documents;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

      10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed certified or
registered mail, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (c) below) electronic mail address, 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 the Borrower, the Administrative Agent or the L/C Issuer,
      to the address, facsimile number, electronic mail address or telephone
      number specified for such Person on Schedule 10.02 or to such other
      address, facsimile number, electronic mail address or telephone number as
      shall be designated by such party in a notice to the other parties; and

            (ii) if to any other Lender, to the address, facsimile number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire or to such other address, facsimile number,
      electronic mail address or telephone number as shall be designated by such
      party in a notice to the Borrower, the Administrative Agent and the L/C
      Issuer.


                                       81
                       Holly Corporation Credit Agreement

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 facsimile 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 subsection (b) below, shall be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

      Unless the 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 mail address as described in the
foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

      (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Loan Notices) purportedly given by a Responsible Officer of the
Borrower by or on behalf of the Borrower 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. The Borrower
shall indemnify each Agent-Related Person and each Lender from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by a Responsible Officer of the Borrower by or on
behalf of the Borrower. All telephonic notices to


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                       Holly Corporation Credit Agreement

and other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder 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.

      10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all reasonable costs and expenses
incurred 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 Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all costs and 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. 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 the Administrative Agent and the cost of independent public
accountants and other outside experts retained by the Administrative Agent or
any Lender. All amounts due under this Section 10.04 shall be payable within
thirty days after written demand therefor. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other
Obligations.

      10.05 INDEMNIFICATION BY THE BORROWER. The Borrower shall indemnify and
hold harmless each Agent-Related Person, each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer 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), (c) any actual or
alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower, any Subsidiary or any
other Loan Party, or any Environmental Liability related in any way to the
Borrower, any Subsidiary or any other Loan Party, or (d) any actual or
prospective claim, litigation,


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                       Holly Corporation Credit Agreement

investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"), IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE
INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). All amounts due under this
Section 10.05 shall be payable within ten Business Days after written demand
therefor. The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.

      10.06 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf
of the Borrower is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off 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 the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

      10.07 SUCCESSORS AND ASSIGNS.

      (a) 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 the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
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


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                       Holly Corporation Credit Agreement

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 Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

      (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund (as defined in subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if "Trade Date" is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); (ii) 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 Commitment assigned; (iii) any assignment of a Commitment must
be approved by the Administrative Agent and the L/C Issuer unless the Person
that is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500 payable by the applicable assignor, and the Eligible Assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the Eligible
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 3.01,
3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment). Upon request, the Borrower (at
its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection 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 subsection (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the 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


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                       Holly Corporation Credit Agreement

Lenders, and the Commitments of, and principal amounts of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time
(the "Register"). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent and the Lenders may 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 the Borrower at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or other substantive
change to the Loan Documents is pending, any Lender wishing to consult with
other Lenders in connection therewith may request and receive from the
Administrative Agent a copy of the Register.

      (d) Any Lender may at any time, upon notice to (but without the consent
of) the Borrower and the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (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 Commitment and/or the Loans (including such Lender's participations in L/C
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) the Borrower, the Administrative Agent and the other Lenders 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 the first proviso to Section 10.01
that directly affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 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 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 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 the Borrower's
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 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

      (f) 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


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                       Holly Corporation Credit Agreement

obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

      (g) As used herein, the following terms have the following meanings:

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
      Lender; (c) an Approved Fund; and (d) any other Person (other than a
      natural person) approved by (i) the Administrative Agent and the L/C
      Issuer, and (ii) unless an Event of Default has occurred and is
      continuing, the Borrower (each such approval not to be unreasonably
      withheld or delayed); provided that notwithstanding the foregoing,
      "Eligible Assignee" shall not include the Borrower or any of the
      Borrower's Affiliates or Subsidiaries.

            "Fund" means 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 its business.

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

      (h) Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, upon 30 days' notice to the Borrower
and the Lenders, resign as L/C Issuer. In the event of any such resignation as
L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain
all the rights and obligations of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)).

      10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (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, (d)
to any other party hereto, (e) 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, (f) subject to an agreement containing provisions
substantially the same 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 or (ii) any actual or prospective
counterparty (or its advisors) to any swap


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                       Holly Corporation Credit Agreement

or derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) 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 the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower. For purposes of this Section,
"Information" means all information received from the Borrower or any of its
Subsidiaries relating to the Borrower or any Subsidiary or any of their
respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower or any Subsidiary, provided that, in the case of
information received from the 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.

      10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender
shall have made demand under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or indebtedness. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
and application.

      10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Borrower. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.


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                       Holly Corporation Credit Agreement

      10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      10.12 INTEGRATION. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral,
on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.

      10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      10.14 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.15 TAX FORMS.

      (a) (i) Each Lender that is not a "United States person" within the
meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to
the Administrative Agent, prior to receipt of any payment under any Loan
Document (or upon accepting an assignment of an interest herein), two duly
signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from, or
reduction of, withholding tax on all payments to be made to such Foreign Lender
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the
Borrower pursuant to this Agreement) or such other evidence satisfactory to the
Borrower and the Administrative Agent that such Foreign Lender is entitled to an
exemption from, or reduction of, U.S. withholding tax, including any exemption
pursuant to Section 881(c) of the Code. Thereafter and from time to time, each
such


                                       89
                       Holly Corporation Credit Agreement

Foreign Lender shall (A) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Foreign Lender by the Borrower pursuant to this Agreement, (B)
promptly notify the Administrative Agent of any change in circumstances which
would modify or render invalid any claimed exemption or reduction, and (C) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Foreign Lender. Notwithstanding the foregoing, no Foreign Lender
shall be obligated to deliver any form or certificate that it cannot legally
deliver.

      (ii) Each Foreign Lender, to the extent it does not act or ceases to act
for its own account with respect to any portion of any sums paid or payable to
such Lender under any of the Loan Documents (for example, in the case of a
typical participation by such Lender), shall deliver to the Administrative Agent
on the date when such Foreign Lender ceases to act for its own account with
respect to any portion of any such sums paid or payable, and at such other times
as may be necessary in the determination of the Administrative Agent (in the
reasonable exercise of its discretion), (A) two duly signed completed copies of
the forms or statements required to be provided by such Lender as set forth
above, to establish the portion of any such sums paid or payable with respect to
which such Lender acts for its own account that is not subject to U.S.
withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
any successor thereto), together with any information such Lender chooses to
transmit with such form, and any other certificate or statement of exemption
required under the Code, to establish that such Lender is not acting for its own
account with respect to a portion of any such sums payable to such Lender.

      (iii) The Borrower shall not be required to pay any additional amount to
any Foreign Lender under Section 3.01 (A) with respect to any Taxes required to
be deducted or withheld on the basis of the information, certificates or
statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant
to this Section 10.15(a) or (B) to the extent any Taxes are required to be
withheld or deducted as a result of the failure by such Lender to satisfy the
foregoing provisions of this Section 10.15(a); provided that if such Lender
shall have satisfied the requirement of this Section 10.15(a) on the date such
Lender became a Lender or ceased to act for its own account with respect to any
payment under any of the Loan Documents, nothing in this Section 10.15(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to Section
3.01 in the event that, as a result of any change in any applicable law, treaty
or governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate.


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                       Holly Corporation Credit Agreement

      (iv) The Administrative Agent may withhold any Taxes required to be
deducted and withheld from any payment under any of the Loan Documents with
respect to which the Borrower is not required to pay additional amounts under
this Section 10.15(a).

      (b) Each Lender that is a "United States person" within the meaning of
Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two
duly signed completed copies of IRS Form W-9. If such Lender fails to deliver
such forms, then the Administrative Agent may withhold from any interest payment
to such Lender an amount equivalent to the applicable back-up withholding tax
imposed by the Code.

      (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all other Obligations hereunder and the resignation of the
Administrative Agent.

      10.16 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the 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 10.07), 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:

      (a) the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 10.07(b);

      (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);

      (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

      (d) such assignment does not conflict with applicable Laws.

      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 the Borrower to require such assignment and delegation
cease to apply.


                                       91
                       Holly Corporation Credit Agreement

      10.17 GOVERNING LAW.

      (a) 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; PROVIDED THAT THE ADMINISTRATIVE Agent AND EACH LENDER
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) 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, THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER 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. THE BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

      10.18 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      10.19 USA PATRIOT ACT NOTICE. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower 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 the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Act.


                                       92
                       Holly Corporation Credit Agreement

                  [Remainder of Page Intentionally Left Blank]


                                       93
                       Holly Corporation Credit Agreement

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                        HOLLY CORPORATION, a Delaware
                                        corporation, as Borrower


                                        By: /s/ Stephen J. McDonnell
                                            ------------------------------------

                                        Name: Stephen J. McDonnell

                                        Title: Vice President and Chief
                                               Financial Officer

             [Signature Page to Holly Corporation Credit Agreement]

                                        BANK OF AMERICA, N.A., as
                                        Administrative Agent


                                        By: /s/ Claire Liu
                                            ------------------------------------

                                        Name: Claire Liu

                                        Title: Managing Director

             [Signature Page to Holly Corporation Credit Agreement]

                                        BANK OF AMERICA, N.A., as a Lender and
                                        L/C Issuer


                                        By: /s/ Claire Liu
                                            ------------------------------------

                                        Name: Claire Liu

                                        Title: Managing Director

             [Signature Page to Holly Corporation Credit Agreement]

                                        GUARANTY BANK, as a Lender and
                                        Co-Documentation Agent


                                        By: /s/ Jim R. Hamilton
                                            ------------------------------------

                                        Name: Jim R. Hamilton

                                        Title: Senior Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        PNC BANK, NATIONAL ASSOCIATION, as a
                                        Lender and Co-Documentation Agent


                                        By: /s/ Paul R. Frank
                                            ------------------------------------

                                        Name: Paul R. Frank

                                        Title: Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        UNION BANK OF CALIFORNIA, N.A., as a
                                        Lender and Syndication Agent


                                        By: /s/ Sean Murphy
                                            ------------------------------------

                                        Name: Sean Murphy

                                        Title: Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        HIBERNIA NATIONAL BANK, as a Lender


                                        By: /s/ Nancy G. Moragas
                                            ------------------------------------

                                        Name: Nancy G. Moragas

                                        Title: Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        REGIONS BANK, an Alabama banking
                                        corporation, as a Lender


                                        By: /s/ Kellie I. DeWhitt
                                            ------------------------------------

                                        Name: Kellie I. DeWhitt

                                        Title: Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        RZB FINANCE LLC, as a Lender


                                        By: /s/ John A. Valiska
                                            ------------------------------------

                                        Name: John A. Valiska

                                        Title: Group Vice President


                                        By: /s/ Astrid Wilke
                                            ------------------------------------

                                        Name: Astrid Wilke

                                        Title: Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        U.S. BANK NATIONAL ASSOCIATION, as a
                                        Lender


                                        By: /s/ Charles S. Searle
                                            ------------------------------------

                                        Name: Charles S. Searle

                                        Title: Sr. Vice President

             [Signature Page to Holly Corporation Credit Agreement]

                                        WELLS FARGO BANK, N.A., as a Lender


                                        By: /s/ M. Jarrod Bourgeois
                                            ------------------------------------

                                        Name: M. Jarrod Bourgeois

                                        Title: Relationship Manager

             [Signature Page to Holly Corporation Credit Agreement]

EX-10.2

                                                                    EXHIBIT 10.2

                                                               EXECUTION VERSION

================================================================================

                       GUARANTEE AND COLLATERAL AGREEMENT

                            Dated as of July 1, 2004

                                      among

                                HOLLY CORPORATION

                         and certain of its Subsidiaries

                                   in favor of

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

================================================================================

                                TABLE OF CONTENTS



                                                                                           PAGE
                                                                                           ----
                                                                                        
SECTION 1.     DEFINED TERMS .........................................................        1

         1.1.  Definitions ...........................................................        1
         1.2.  Other Definitional Provisions .........................................        6

SECTION 2.     GUARANTEE .............................................................        6

         2.1.  Guarantee .............................................................        6
         2.2.  Rights of Reimbursement, Contribution and Subrogation .................        7
         2.3.  Amendments, etc. with respect to the Borrower Obligations .............        9
         2.4.  Guarantee Absolute and Unconditional ..................................        9
         2.5.  Reinstatement .........................................................       10
         2.6.  Payments ..............................................................       10

SECTION 3.     GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL .....       11

SECTION 4.     REPRESENTATIONS AND WARRANTIES ........................................       12

         4.1.  Representations in Credit Agreement ...................................       12
         4.2.  Title; No Other Liens .................................................       12
         4.3.  Perfected First Priority Liens ........................................       12
         4.4.  Name; Jurisdiction of Organization, etc ...............................       13
         4.5.  Inventory .............................................................       13
         4.6.  Farm Products .........................................................       13
         4.7.  Deposit Accounts ......................................................       13
         4.8.  Receivables ...........................................................       14
         4.9.  Intellectual Property .................................................       14
         4.10. 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 ........................................       15
         5.3.  Maintenance of Insurance ..............................................       16
         5.4.  Payment of Obligations ................................................       16
         5.5.  Maintenance of Perfected Security Interest; Further Documentation .....       16
         5.6.  Changes in Locations, Name, Jurisdiction of Incorporation, etc ........       17
         5.7.  Notices ...............................................................       17
         5.8.  Receivables ...........................................................       18
         5.9.  Intellectual Property .................................................       18

SECTION 6.     REMEDIAL PROVISIONS ...................................................       18

         6.1.  Certain Matters Relating to Receivables and the Collateral Account ....       18



                                       i



                                                                                           PAGE
                                                                                           ----
                                                                                        
         6.2.  Communications with Obligors; Grantors Remain Liable ..................       20
         6.3.  Proceeds to be Turned Over to Administrative Agent ....................       20
         6.4.  Application of Proceeds ...............................................       21
         6.5.  Code and Other Remedies ...............................................       21
         6.6.  Waiver; Deficiency ....................................................       22

SECTION 7.     THE ADMINISTRATIVE AGENT ..............................................       22

         7.1.  Administrative Agent's Appointment as Attorney-in-Fact, etc ...........       22
         7.2.  Duty of Administrative Agent ..........................................       24
         7.3.  Authorization of Financing Statements .................................       24
         7.4.  Authority of Administrative Agent .....................................       25
         7.5.  Appointment of Co-Collateral Agents ...................................       25

SECTION 8.     MISCELLANEOUS .........................................................       25

         8.1.  Amendments in Writing .................................................       25
         8.2.  Notices ...............................................................       25
         8.3.  No Waiver by Course of Conduct; Cumulative Remedies ...................       25
         8.4.  Enforcement Expenses; Indemnification .................................       26
         8.5.  Successors and Assigns ................................................       27
         8.6.  Set-Off ...............................................................       27
         8.7.  Counterparts ..........................................................       27
         8.8.  Severability ..........................................................       27
         8.9.  Section Headings ......................................................       28
         8.10. Integration ...........................................................       28
         8.11. GOVERNING LAW .........................................................       28
         8.12. Submission to Jurisdiction; Waivers ...................................       28
         8.13. Acknowledgments .......................................................       28
         8.14. Additional Grantors ...................................................       29
         8.15. Releases ..............................................................       29
         8.16. WAIVER OF JURY TRIAL ..................................................       29



                                       ii

SCHEDULES

         Schedule 1      Notice Addresses of Guarantors
         Schedule 2      Deposit 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

EXHIBITS

         Exhibit A       Form of Perfection Certificate
         Exhibit B-1     Form of Assignment
         Exhibit B-2     Form of Notice of Assignment
         Exhibit C       Form of Control Agreement

ANNEX

         Annex I         Assumption Agreement


                                       i

                       GUARANTEE AND COLLATERAL AGREEMENT

            GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 1, 2004, 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 BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent") for (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,
2004 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among HOLLY CORPORATION, a Delaware corporation (the
"Borrower"), the Lenders and the Administrative Agent and (ii) the other Secured
Parties (as hereinafter defined).

                              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 the Borrower upon the terms and
subject to the conditions set forth therein;

            WHEREAS, the Borrower is a member 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 the Borrower to make valuable transfers
to one or more of the other Grantors in connection with the operation of their
respective businesses;

            WHEREAS, the Borrower 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 the Borrower under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Administrative Agent for the ratable benefit of the Secured
Parties;

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

                            SECTION 1. DEFINED TERMS

            1.1. Definitions.

            (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, and the following terms which are defined in the Uniform Commercial
Code in effect in the State of New York on the date hereof are used herein as so
defined: Account Debtor, Accounts, Chattel Paper, Deposit Account, Documents,
Farm Products, Goods, Instruments, Payment Intangibles, and Supporting
Obligations.

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

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

            "Borrower Obligations" means the collective reference to the
      Obligations (as defined in the Credit Agreement).

            "Cash Collateral Investments" means:

            (i) marketable direct or guaranteed obligations of the United States
      of America or any agency thereof which mature within one year from the
      date of purchase by or on behalf of Borrower (including without limitation
      repurchase transactions with respect thereto which are effected through
      banks);

            (ii) certificates of deposit, bankers acceptances and time deposits
      of any of the Lenders, or any other United States banks, in each case
      maturing within one year after the date of acquisition thereof by or on
      behalf of the Borrower; provided that such Lenders and such other banks
      have a Thompson Bank Watch rating of "B" or better at the time of
      acquisition and at any time such certificates of deposit, bankers
      acceptance and time deposit are included in the Borrowing Base and such
      other banks shall also have total assets in excess of $20,000,000,000;

            (iii) certificates of deposit, bankers acceptances and time deposits
      of First National Bank of Artesia up to an aggregate amount of $600,000
      which are fully insured by the Federal Deposit Insurance Corporation and
      which mature within one year after the date of acquisition thereof by or
      on behalf of the Borrower; and

            (iv) interests in money market mutual funds that invest at least 95%
      of its assets in so- called "money market" instruments maturing not more
      than 13 months after the acquisition thereof by or on behalf of the
      Borrower, which funds are managed by Persons having, or which are members
      of holding company groups having, capital and surplus in excess of
      $100,000,000.

            "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.


                                       2

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

            "General Intangibles" means all "general intangibles" as such term
      is defined in Section 9-102(a)(42) of the New York UCC in effect as of the
      date hereof and, in any event, including, without limitation, with respect
      to any Grantor, all rights of such Grantor to receive any tax refunds, all
      Swap Contracts and all contracts, agreements, instruments and indentures
      and all licenses, permits, concessions, franchises and authorizations
      issued by Governmental Authorities in any form, and portions thereof, to
      which such Grantor is a party or under which such Grantor has any right,
      title or interest or to which such Grantor or any property of such Grantor
      is subject, as the same may from time to time be amended, supplemented,
      replaced or otherwise modified, including, without limitation, (i) all
      rights of such Grantor to receive moneys due and to become due to it
      thereunder or in connection therewith, (ii) all rights of such Grantor to
      receive proceeds of any insurance, indemnity, warranty or guaranty with
      respect thereto, (iii) all rights of such Grantor to damages arising
      thereunder, and (iv) all rights of such Grantor to terminate and to
      perform, compel performance and to exercise all remedies thereunder.

            "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 (including, without limitation, Section 2)
      or any other Loan Document 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 fees and disbursements of counsel to any Secured
      Party that are required to be paid by such Guarantor pursuant to the terms
      of this Agreement or any other Loan Document).


                                       3

            "Guarantors" means the collective reference to each Grantor other
      than the Borrower.

            "Indemnified Liabilities" has the meaning specified in Section 8.4.

            "Indemnitee" has the meaning specified in Section 8.4.

            "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.

            "Inventory" means all "inventory" as such term is defined in Section
      9-102(a)(48) of the New York UCC in effect as of the date hereof now owned
      or hereafter acquired by the Borrower (including, but not limited to, all
      (i) petroleum products, raw materials and work in process therefor, and
      materials used or consumed in the manufacture of production thereof, (ii)
      goods in which the Borrower has an interest in mass or a joint or other
      interest or right of any kind, and (iii) goods which are returned to or
      repossessed by the Borrower, and all accessions thereto and products
      thereof and documents therefor wherever located).

            "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 the Borrower, 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.


                                       4

            "Perfection Certificate" means that certain Perfection Certificate
      dated as of July 1, 2004, executed by the Borrower, as may be supplemented
      from time to time in accordance with the terms hereof.

            "Proceeds" means all "proceeds" as such term in 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
      the Borrower 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.

            "Qualified Counterparty" means, with respect to any Swap Contract,
      any counterparty thereto that, at the time such Swap Contract was entered
      into, was a Lender or an Affiliate of a Lender.

            "Receivable" means all Accounts and any other right to payment for
      Goods or other property sold, leased, licensed or otherwise disposed of or
      for services rendered, whether or not such right is evidenced by an
      Instrument or Chattel Paper or classified as a Payment Intangible and
      whether or not it has been earned by performance. References herein to
      Receivables shall include any Supporting Obligation or collateral securing
      such Receivable.

            "Secured Parties" means collectively, the Administrative Agent, the
      Co-Documentation Agents, the Syndication Agent, the L/C Issuer, the other
      Lenders and, with respect to any interest rate protection Swap Contract
      entered into in accordance with the terms of Section 7.03(d) of the Credit
      Agreement, any Qualified Counterparty that has agreed to be bound by the
      provisions of Article IX of the Credit Agreement at all times as if it
      were a Lender party thereto; provided that no such Qualified Counterparty
      shall have any rights in connection with the management or release of any
      Collateral or any Guarantor Obligations under this Agreement.

            "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


                                       5

      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 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 Article I 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.

            (c) The expressions "payment in full," "paid in full" and any other
similar terms or phrases when used herein with respect to the Borrower
Obligations or the Guarantor Obligations shall mean the unconditional, final and
irrevocable payment in full, in immediately available funds, of all of the
Borrower Obligations or the Guarantor Obligations, as the case may be.

                              SECTION 2. GUARANTEE

            2.1. Guarantee.

            (a) 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


                                       6

complete payment and performance by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Borrower Obligations.

            (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 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, notwithstanding that
from time to time during the term of the Credit Agreement the Borrower may be
free from any Borrower Obligations.

            (e) No payment made by the Borrower, any of the Guarantors, any
other guarantor or any other Person or received or collected by any Secured
Party from the 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 the Borrower
Obligations (other than in respect of any Swap Contract) are paid in full, no
Letter of Credit shall be outstanding and the Commitments are terminated or have
expired.

            2.2. Rights of Reimbursement, Contribution and Subrogation.


                                       7

            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 the 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 the Borrower or a Letter of Credit
issued for account of the Borrower, the 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 the Borrower 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
security interest that may then be held by the 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 the
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) the 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 the
Administrative Agent transferring, on a quitclaim basis without any recourse,
representation, warranty or obligation whatsoever, whatever security interest
the Administrative Agent then may hold in whatever Collateral may then exist
that was not previously released or disposed of by the 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


                                       8

case or receivership, insolvency or liquidation proceeding, such payment or
distribution shall be delivered by the Person making such payment or
distribution directly to the 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 the 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, collectibility or sufficiency of any right of
reimbursement, contribution or subrogation arising under this Section 2.2. The
invalidity, insufficiency, unenforceability or uncollectibility 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 the 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 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, 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 the Administrative Agent (or the requisite Lenders under the Credit
Agreement or all 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.


                                       9

            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 the
Borrower 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 the Borrower 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 the Borrower or any other
Person against any Secured Party, or (c) any other circumstance whatsoever (with
or without notice to or knowledge of the Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Borrower Obligations, or of such Guarantor
under the Guarantee contained in this Section 2, in bankruptcy 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 the Borrower, 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 the 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 the Borrower, any other
Guarantor or any other Person or any such collateral security, Guarantee or
right of offset, 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 upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the 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, the 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.


                                       10

            Each Guarantor hereby Guarantees that payments hereunder will be
paid to the Administrative Agent without set-off or counterclaim in Dollars in
immediately available funds at the Administrative Agent's Office.

                     SECTION 3. GRANT OF SECURITY INTEREST;
                      CONTINUING LIABILITY UNDER COLLATERAL

            (a) Each Grantor hereby assigns and transfers to the Administrative
Agent, and hereby grants to the Administrative Agent, for the ratable 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 Accounts, including, without limitation, any
      Collateral Account, all cash deposited therein from time to time and the
      Cash Collateral Investments made pursuant to Section 6.1(d);

                  (ii) all Inventory;

                  (iii) all Documents;

                  (iv) all Instruments;

                  (v) all General Intangibles relating to any Collateral
      including, without limitation, all rights against the owners or operators
      of any pipeline or storage facility with respect to any Inventory or other
      Collateral;

                  (vi) all books, 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 or
      are otherwise necessary in the collection thereof or realization
      thereupon; and

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

            (b) 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 the
Administrative Agent or any other Secured Party, (ii) each Grantor shall remain
liable under and each of the agreements included in the Collateral, to use
commercially reasonable efforts to perform the obligations undertaken by it
thereunder and neither the 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
the Administrative Agent nor any other Secured Party have


                                       11

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 the 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 the Administrative Agent, the L/C Issuer and the Lenders
to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby
represents and warrants to the Secured Parties that:

            4.1. Representations in Credit Agreement.

            In the case of each Guarantor, the representations and warranties
set forth in Article V of the Credit Agreement 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, in all material
respects, except for representations and warranties expressly stated to relate
to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date, 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 the Borrower's knowledge shall, for the purposes of this Section
4.l, be deemed to be a reference to such Guarantor's knowledge.

            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, 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 Permitted Liens. No financing statement, mortgage or other
public notice with respect to all or any part of the Collateral is on file or of
record in any public office, except (a) such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, pursuant
to this Agreement or as are permitted by the Credit Agreement, (b) such as have
been filed in connection with Permitted Liens, or (c) financing statements which
remain on file or of record in a public 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 and other documents referred to on said Schedule, have
been delivered to the Administrative Agent in completed and, as applicable, duly
executed form, and may be filed by the 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 the 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 Permitted Liens.


                                       12

Without limiting the foregoing, each Grantor has taken all actions necessary or
desirable, including without limitation those specified in Section 5.2 to
establish the Administrative Agent's "control" (within the meaning of Section
9-104 of the UCC) over all Deposit Accounts that are Collateral Accounts.

            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 i.d. number, if any, and the
location of such Grantor's chief executive office or sole place of business are
specified on Schedule 4. Each 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, the jurisdiction of each such Grantor's organization of formation
is required to maintain a public record showing the Grantor to have been
organized or formed. Except as specified on Schedule 4, it has not changed its
name, jurisdiction of organization, chief executive office or sole place of
business or its corporate 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. Inventory.

            (a) On the date hereof, the Inventory is kept at the locations
listed on Schedule 5;

            (b) any Inventory now or hereafter produced by any Grantor included
in the Collateral has been and will be produced in compliance with the
requirements of all applicable laws and regulations, including the Fair Labor
Standards Act, as amended; and

            (c) except as set forth on Schedule 6, no portion of the Inventory
that has a fair market value in excess of $500,000 is in the possession of an
issuer of a Negotiable Document (as defined in Section 7-104 of the UCC)
therefor or otherwise in the possession of any bailee or warehousemen.

            4.6. Farm Products.

            No portion of the Collateral that has a fair market value in excess
of $500,000 constitutes, or is the Proceeds of, Farm Products.

            4.7. Deposit Accounts.

            Schedule 2 hereto (as such schedule may be amended from time to
time) sets forth all of the Deposit 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 the Administrative Agent pursuant hereto) having
"control" (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC)
over, or


                                       13

any other interest in, any such Deposit Account or any securities, commodities
or other property credited thereto.

            4.8. Receivables.

            (a) Upon the delivery to the 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").

            (b) As of the date hereof, such Grantor is not aware of any material
Receivable included in the Collateral that (i) is not and will not be the legal,
valid and binding obligation of the Account Debtor in respect thereof,
representing an unsatisfied obligation of such Account Debtor, (ii) is not and
will not be enforceable in accordance with its terms, (iii) is or will be
subject to any setoffs, defenses, taxes, counterclaims (except with respect to
refunds, returns and allowances in the ordinary course of business with respect
to damaged merchandise) and (iv) is not and will not be in compliance with all
applicable laws and regulations.

            4.9. Intellectual Property.

            (a) Each Grantor is the exclusive owner of the entire and
unencumbered right, title and interest in and to such items of Intellectual
Property as are reasonably necessary in the operation of such Grantor's business
and is otherwise entitled to use all such Intellectual Property, without
limitation, subject only to the license terms of applicable licensing or
franchise agreements.

            (b) As of the date hereof, all material Intellectual Property
reasonably necessary in the operation of such Grantor's business is valid,
subsisting, unexpired and enforceable, has not, to such Grantor's knowledge,
been abandoned and neither the operation of such Grantor's business as currently
conducted or as contemplated to be conducted nor the use of such Intellectual
Property in connection therewith would reasonably be expected to conflict with,
infringe, misappropriate, dilute, misuse or otherwise violate the intellectual
property rights of any other Person.

            (c) As of the date hereof none of the Collateral is the subject of
any licensing or franchise agreement pursuant to which the applicable Grantor is
the licensor or franchisor.

            (d) The rights of such Grantor in or to any Intellectual Property
would not reasonably be expected to conflict with or infringe upon the rights of
any third party, and, to such Grantor's knowledge, no claim has been asserted
that the use of such Intellectual Property does or may infringe upon the rights
of any third party, in either case, which conflict or infringement could
reasonably be expected to have a Material Adverse Effect. As of the date hereof,
there is no infringement or unauthorized use of any item of Intellectual
Property of such Grantor that would reasonably be expected to have a Material
Adverse Effect.


                                       14

            (e) To such Grantor's knowledge, no holding, decision or judgment
has been rendered by any Governmental Authority which would limit, cancel or
question the validity or enforceability of, or such Grantor's rights in, any
Intellectual Property in any respect that would reasonably be expected to have a
Material Adverse Effect.

            (f) No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual Property or such Grantor's ownership interest
therein, (ii) alleging that any services provided by, processes used by, or
products manufactured or sold by such Grantor infringe any patent, trademark,
copyright, or any other right of any third party, or (iii) alleging that any
material Intellectual Property is being licensed, sublicensed or used in
violation of any patent, trademark, copyright or any other right of any third
party, in each case, which if adversely determined, would reasonably be expected
to have a Material Adverse Effect.

            4.10. 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 the Obligations (other than
Obligations in respect of any Swap Contracts) shall have been paid in full, no
Letter of Credit shall be outstanding and the Commitments shall have terminated
or expired:

            5.1. Covenants in Credit Agreement.

            Each Guarantor 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) If any of the Collateral is or shall become evidenced or
represented by any Instrument, Negotiable Document or Tangible Chattel Paper, in
an amount in excess of $500,000, such Instrument (other than checks received in
the ordinary course of business), Negotiable Document or Tangible Chattel Paper
shall be promptly delivered to the Administrative Agent, duly endorsed in a
manner reasonably satisfactory to the Administrative Agent, to be held as
Collateral pursuant to this Agreement. With respect to any such Instrument,
Negotiable Document or Tangible Chattel Paper as of the Closing Date, the
Borrower shall as soon as reasonably as practicable after the Closing Date, and
in any event not to exceed 10 Business Days after the Closing Date, deliver such
Instrument, Negotiable Document or Tangible Chattel Paper to the Administrative
Agent in accordance with this Section 5.2(a).


                                       15

            (b) If any of the Collateral is or shall become "Electronic Chattel
Paper" in an amount in excess of $500,000, 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 the Administrative Agent as the assignee and
is communicated to and maintained by the 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 the 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 Deposit Account that is a
Collateral Account only with financial institutions that have agreed to comply
with instructions issued or originated by the Administrative Agent without
further consent of such Grantor, such agreement to be substantially in the form
of Exhibit C or in another form reasonably acceptable to the Administrative
Agent.

            (d) Each Grantor shall ensure that all amounts received in respect
of Eligible Receivables shall at all times be deposited into a Deposit Account
that is a Collateral Account prior to distribution to any other account.

            5.3. Maintenance of Insurance.

            To the extent required by Section 6.07 of the Credit Agreement, such
Grantor will maintain with financially sound and reputable insurance companies
not Affiliates of the Borrower, 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 such Grantor
operates.

            5.4. Payment of Obligations.

            Such Grantor will pay and discharge as the same shall become due and
payable, all its obligations and liabilities, including (a) all Federal and
state income taxes and other material taxes, assessments, fees and other
governmental charges levied or imposed upon it or its properties, income or
assets otherwise due and payable, except (i) those which are being contested in
good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP or (ii) to the
extent that a failure to do so would not reasonably be expected to result in a
Material Adverse Effect; (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness.

            5.5. Maintenance of Perfected Security Interest; Further
Documentation.

            (a) Such 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.


                                       16

            (b) To the extent required by Section 6.15 of the Credit Agreement,
such Grantor will furnish to the Administrative Agent from time to time (but no
more than once per fiscal year unless an Event of Default shall have occurred
and is continuing, in which case such Grantor will furnish such reports to the
Administrative Agent as often as the Administrative Agent may reasonably
request) statements and schedules further identifying and describing the
Collateral and such other reports in connection with the assets and property of
such Grantor as the Administrative Agent may reasonably request, all in
reasonable detail.

            (c) At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of such Grantor, such Grantor
will promptly and duly authorize, execute and deliver, and have recorded, such
further instruments and documents and take such further actions as the
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 the 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 created pursuant to an Eligible
Government Contract are included in the Borrowing Base) and (ii) in the case of
each Deposit Account that is a Collateral Account, taking any actions reasonably
necessary to enable the 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 substantially in the form attached
hereto as Exhibit C, or in another form reasonably acceptable to the
Administrative Agent.

            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, except upon 30
days' prior written notice to the Administrative Agent and delivery to the
Administrative Agent of duly authorized and, where required, executed copies of
(i) all additional financing statements and other documents reasonably requested
by the 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 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, such Grantor will not change its
name, reincorporate, reform or otherwise reorganize, or change its jurisdiction
of organization without having given the Administrative Agent not less than 30
days' prior written notice thereof and after having executed and delivered to
the Administrative Agent such further instruments and documents in connection
therewith as may be reasonably required by the Administrative Agent.

            5.7. Notices.

            Upon acquiring knowledge thereof, such Grantor will advise the
Secured Parties promptly, in reasonable detail, of:


                                       17

            (a) any Lien (other than any Permitted Lien) on any of the
Collateral which would reasonably be expected to materially and adversely affect
the ability of the 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. Receivables.

            (a) Other than in the ordinary course of business and so long as no
Event of Default shall have occurred and be continuing, such Grantor will not
(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 in any manner that would
reasonably be expected to adversely affect the value thereof.

            (b) Such Grantor will deliver to the Administrative Agent a copy of
each material demand, notice or document received by it that questions or calls
into doubt the validity or enforceability of more than 5% of the aggregate
amount of the then outstanding Receivables.

            (c) 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.

            (d) Each Grantor will take all steps necessary to comply with the
Assignment of Claims Act for all Receivables due under any Eligible Government
Contract, 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.

            5.9. Intellectual Property.

            Such Grantor hereby gives a nonexclusive license and further agrees
to execute such documents and take such actions as may be reasonably requested
by the 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) The 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 the Administrative Agent may reasonably require in
connection with such test verifications.


                                       18

            (b) Upon the occurrence and continuation of an Account Control
Default, and if requested by the Administrative Agent in writing, the Borrower
shall (without limiting the obligations of the Borrower under Section 5.2(d))
instruct all Account Debtors to make all payments in respect of Receivables
either (i) directly to the 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 the Administrative Agent) or (ii) to one or more other banks in
any state (other than Louisiana) 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 the form of
Exhibit C hereto (or in another form reasonably acceptable to the Administrative
Agent) duly executed by the Borrower and such bank or under other arrangements,
in form and substance reasonably satisfactory to the Administrative Agent,
pursuant to which the Borrower shall have irrevocably instructed such other bank
(and such other bank shall have agreed) to remit all Proceeds of such payments
directly to the Administrative Agent for deposit into the Collateral Account
designated by the Administrative Agent or as the Administrative Agent may
otherwise instruct such bank. All such payments made to the Administrative Agent
shall be deposited in such Collateral Account. In addition to the foregoing, the
Borrower agrees that if the Proceeds of any Collateral hereunder (including the
payments made in respect of Accounts) shall be received by it upon or after the
occurrence and continuation of an Event of Default, the Borrower shall as
promptly as possible deposit such Proceeds into the Collateral Account
designated by the Administrative Agent. Until so deposited, all such Proceeds
shall be held in trust by the Borrower for the Administrative Agent and the
other Secured Parties and shall not be commingled with any other funds or
property of the Borrower.

            (c) There shall be deposited from time to time into the Collateral
Account designated by the Administrative Agent (i) the cash proceeds of the
Collateral required to be delivered to the Administrative Agent pursuant to
subsection (b) of this Section 6 (if any) or any other provision of this
Agreement and (ii) at the discretion of the Borrower, any other cash. Any income
received by the 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 Collateral Investments, 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.

            (d) Amounts on deposit in any Collateral Account shall be invested
and re-invested from time to time in such Cash Collateral Investments as the
Borrower shall determine, which Cash Collateral Investments shall be under the
control of the Administrative Agent, provided that, if an Account Control
Default has occurred and is continuing, the Administrative Agent shall, if
instructed by the Supermajority Lenders, liquidate any such Cash Collateral
Investment and apply or cause to be applied the proceeds thereof to the payment
of the Obligations in the manner specified in Section 6.4.

            (e) At the Administrative Agent's reasonable request, each Grantor
shall deliver to the 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


                                       19

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

            (b) The 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 the Administrative Agent therein. In
addition, after the occurrence and during the continuance of an Event of
Default, the 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 the
Administrative Agent, or (ii) in the case of any Collateral in the possession or
control of any warehouseman, bailee or any of the Borrower's agents or
processors, promptly upon request of the Administrative Agent at the request of
any Lender, the Borrower shall notify such warehouseman, bailee, agent or
processor of the security interests created hereby and to hold all such
Collateral for the Administrative Agent's account subject to the 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 Account Control
Default shall occur and be continuing, all Proceeds received by any Grantor
consisting of cash, Cash Equivalents, checks and other near-cash 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 the Administrative Agent in the exact form received by such
Grantor (duly endorsed by such Grantor to the Administrative Agent, if
required). All Proceeds while held by the Administrative Agent (or by such
Grantor in trust for the Secured Parties) shall continue to be held as
collateral


                                       20

security for all the Obligations and shall not constitute payment thereof until
applied as provided in Section 6.5.

            6.4. Application of Proceeds.

            If an Event of Default shall have occurred and be continuing, the
Administrative Agent may, at any time, apply all or any part of the net Proceeds
(after deducting fees and expenses as provided in Section 6.6) constituting
Collateral realized through the exercise by the 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 8.03 of the Credit
Agreement.

            6.5. Code and Other Remedies.

            (a) If an Event of Default shall occur and be continuing, the
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, the Administrative Agent, while an Event of Default
has occurred and is continuing, without demand of performance or other demand,
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. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The 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. The Administrative Agent may sell the Collateral without giving any
warranties as to the Collateral. The Administrative Agent may specifically
disclaim or modify any warranties of title or the like. To the extent permitted
by applicable law, each Grantor


                                       21

hereby waives any claims against the 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 the Administrative Agent accepts the first offer received and does
not offer such Collateral to more than one offeree. Each Grantor further agrees,
at the Administrative Agent's request, to assemble its Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at such Grantor's premises or elsewhere. The
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) The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section 6.5, after deducting all reasonable
costs and expenses of every kind incurred in connection therewith or incidental
to the care or safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Secured Parties hereunder, including,
without limitation, reasonable attorneys' fees and disbursements, to the payment
in whole or in part of the Obligations and only after such application and after
the payment by the Administrative Agent of any other amount required by any
provision of law, including, without limitation, Section 9-615(a) of the New
York UCC. If the 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 the Administrative Agent. In the event the purchaser
fails to pay for the Collateral, the 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. THE ADMINISTRATIVE AGENT

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

            (a) Each Grantor hereby irrevocably constitutes and appoints the
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 the Administrative Agent the power
and right, on behalf of such Grantor, without notice to or assent by such
Grantor, to do any or all of the following:


                                       22

                  (i) in the name of such Grantor or its own name, or otherwise,
      take possession of and endorse and collect any checks, drafts, notes,
      acceptances or other instruments for the payment of moneys due under any
      of its Receivables or with respect to any of its other Collateral and file
      any claim or take any other action or proceeding in any court of law or
      equity or otherwise deemed appropriate by the Administrative Agent for the
      purpose of collecting any and all such moneys due under any of its
      Receivables or with respect to any of its other Collateral whenever
      payable;

                  (ii) pay or discharge taxes and Liens levied or placed on or
      threatened against any of its Collateral, effect any repairs or any
      insurance called for by the terms of this Agreement and pay all or any
      part of the premiums therefor and the costs thereof;

                  (iii) execute, in connection with any sale provided for in
      Section 6.5, any endorsements, assignments or other instruments of
      conveyance or transfer with respect to any of its Collateral; and

                  (iv) (1) direct any party liable for any payment under any of
      its Collateral to make payment of any and all moneys due or to become due
      thereunder directly to the Administrative Agent or as the Administrative
      Agent shall direct; (2) ask or demand for, collect, and receive payment of
      and receipt for, any and all moneys, claims and other amounts due or to
      become due at any time in respect of or arising out of any Collateral; (3)
      sign and endorse any invoices, freight or express bills, bills of lading,
      storage or warehouse receipts, drafts against debtors, assignments,
      verifications, notices and other documents in connection with any of its
      Collateral; (4) commence and prosecute any suits, actions or proceedings
      at law or in equity in any court of competent jurisdiction to collect any
      of its Collateral or any portion thereof and to enforce any other right in
      respect of any of its Collateral; (5) defend any suit, action or
      proceeding brought against such Grantor with respect to any of its
      Collateral; (6) settle, compromise or adjust any such suit, action or
      proceeding and, in connection therewith, give such discharges or releases
      as the Administrative Agent may deem appropriate; and (7) generally, sell,
      transfer, pledge and make any agreement with respect to or otherwise deal
      with any of its Collateral as fully and completely as though the
      Administrative Agent were the absolute owner thereof for all purposes, and
      do, at the Administrative Agent's option and such Grantor's expense, at
      any time, or from time to time, all acts and things which the
      Administrative Agent deems necessary to protect, preserve or realize upon
      any of such Collateral and the Administrative Agent's security interests
      therein and to effect the intent of this Agreement, all as fully and
      effectively as such Grantor might do.

            Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that, except as provided in Section 7.1(b), it will
not exercise any rights under the power of attorney provided for in this Section
7.1(a) unless an Event of Default shall have occurred and be continuing.

            (b) If any Grantor fails to perform or comply with any of its
covenants contained herein, the Administrative Agent, at its option, but without
any obligation so to do, may perform or comply, or otherwise cause performance
or compliance, with such agreement; provided, however, that unless and Event of
Default has occurred and is continuing, the Administrative


                                       23

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 the 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 the Administrative Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Administrative Agent
on written demand.

            (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. 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.

            7.2. Duty of Administrative Agent.

            The 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 the Administrative Agent deals with similar property for its own
account. To the extent permitted under applicable law, neither the
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 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, the 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 the Administrative
Agent reasonably determines appropriate to perfect or maintain the perfection of
the security interests of the 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 the Administrative
Agent, in its sole judgment, determines is necessary or advisable. A
photographic or other reproduction of this Agreement shall be


                                       24

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
the Administrative Agent under this Agreement with respect to any action taken
by the Administrative Agent or the exercise or non-exercise by the
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 the 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 the
Administrative Agent and the Grantors, the 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-Collateral Agents.

            At any time or from time to time, in order to comply with any
requirement of law, the 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 specified in the instrument of appointment
(which may, in the discretion of the 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
10.01 of the Credit Agreement.

            8.2. Notices.

            All notices, requests and demands to or upon the Administrative
Agent or any Grantor hereunder shall be effected in the manner provided for in
Section 10.02 of the Credit Agreement; provided that any such notice, request or
demand to or upon any Guarantor shall be addressed to such Guarantor 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


                                       25

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 the Administrative
Agent for all reasonable costs and expenses incurred 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 Attorney Costs,
and (ii) to pay or reimburse the Administrative Agent and each Lender for all
costs and 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. 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 the Administrative Agent
and the cost of independent public accountants and other outside experts
retained by the Administrative Agent or any Lender. All amounts due under this
Section 8.4 shall be payable within thirty days after written demand therefor.
The agreements in this Section shall survive the termination of this Agreement.

            (b) Each Grantor shall indemnify and hold harmless each
Agent-Related Person, each Lender and their respective Affiliates, directors,
officers, employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (i)
the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (ii) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower, any Subsidiary or any other Loan Party, or
any Environmental Liability related in any way to the Borrower, any Subsidiary
or any other Loan Party, or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"), IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE
INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a


                                       26

court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with the Credit Agreement, nor
shall any Indemnitee have any liability for any indirect or consequential
damages relating to this Agreement or any other Loan Document or arising out of
its activities in connection herewith or therewith (whether before or after the
Closing Date). All amounts due under this Section 8.4 shall be payable within
ten Business Days after written demand therefor. The agreements in this Section
shall survive the resignation of the Administrative Agent, the replacement of
any Lender, the termination of this Agreement.

            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 the 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 is authorized at any time and from time to time,
without prior notice to each Grantor, any such notice being waived by the
Borrower (on its own behalf and on behalf of each Guarantor) to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Secured Party to or for the credit or
the account of the respective Grantors against any and all Obligations owing to
such Secured Party hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not the Administrative Agent or such other
Secured Party shall have made demand under the this Agreement or any other Loan
Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or
indebtedness. Each Secured Party agrees promptly to notify the Borrower and the
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 (including by telecopy), and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.

            8.8. Severability.

            Any provision of this Agreement which 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 any such prohibition


                                       27

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, the 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.

            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; 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, the
Administrative Agent and each Grantor consents, for itself and in respect of its
property, to the non-exclusive jurisdiction of those courts. The 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 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


                                       28

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 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 the Borrower that is required to become a party
to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become
a Grantor for all purposes of this Agreement upon execution and delivery by such
Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.

            8.15. Releases.

            (a) At such time as the Loans and the other Obligations shall have
been paid in full, the Commitments have been terminated or expired and no
Letters of Credit shall be outstanding, the Collateral shall be released from
the Liens created hereby, and this Agreement and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Grantor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. At the request and sole expense of any
Grantor following any such termination, the Administrative Agent shall promptly
deliver to such Grantor any Collateral held by the Administrative Agent
hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.

            (b) If any of the Collateral shall be sold or otherwise disposed of
by any Grantor in a transaction permitted by the Credit Agreement, then the
Administrative Agent, at the request and sole expense of such Grantor, 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. At the request and sole expense of the Borrower, a Guarantor
shall be released from its obligations hereunder in the event that all the
capital stock of such Guarantor shall be disposed of in a transaction permitted
by the Credit Agreement; provided that the Borrower shall have delivered to the
Administrative Agent, at least five Business Days prior to the date of the
proposed release, a written request for release identifying the relevant
Guarantor and the terms of the disposition in reasonable detail, including the
price thereof and any expenses in connection therewith, together with a
certification by the Borrower stating that such transaction is in compliance
with the Credit Agreement and the other Loan Documents and that the Proceeds of
such disposition will be applied in accordance therewith.

            (c) 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 the 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.


                                       29

            EACH GRANTOR AND THE 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.

                  [Remainder of Page Intentionally Left Blank]


                                       30

            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.

                                        HOLLY CORPORATION

                                        By: /s/ Stephen J. McDonnell
                                           -------------------------------------
                                           Name:  Stephen J. McDonnell
                                           Title: Vice President and Chief
                                                  Financial Officer


                                        BLACK EAGLE, INC.
                                        HOLLYCORP AVIATION, LLC
                                        HOLLY REFINING & MARKETING COMPANY
                                        HOLLY PETROLEUM, INC.
                                        HOLLY REFINING COMMUNICATIONS, INC.
                                        LEA REFINING COMPANY
                                        LOREFCO, INC.
                                        MONTANA REFINING COMPANY, A PARTNERSHIP
                                             By: BLACK EAGLE, INC. and
                                                 NAVAJO NORTHERN, INC., its
                                                 partners
                                        MONTANA RETAIL CORPORATION
                                        NAVAJO CRUDE OIL PURCHASING, INC.
                                        NAVAJO HOLDINGS, INC.
                                        NAVAJO PIPELINE CO., L.P.
                                             By: NAVAJO PIPELINE GP, L.L.C., its
                                                 general partner
                                        NAVAJO PIPELINE GP, L.L.C.
                                        NAVAJO REFINING COMPANY, L.P.
                                             By: NAVAJO REFINING GP, L.L.C., its
                                                 general partner
                                        NAVAJO REFINING GP, L.L.C.
                                        NAVAJO WESTERN ASPHALT COMPANY
                                        WOODS CROSS REFINING COMPANY, L.L.C.

                                        By: /s/ Stephen J. McDonnell
                                           -------------------------------------
                                           Name:  Stephen J. McDonnell
                                           Title: Vice President and Chief
                                                  Financial Officer


                                       31

                                        NAVAJO PIPELINE LP, L.L.C.

                                        By: /s/ James G. Townsend
                                           -------------------------------------
                                           Name:  James G. Townsend
                                           Title: President


                                        NAVAJO REFINING LP, L.L.C.

                                        By: /s/ James G. Townsend
                                           -------------------------------------
                                           Name:  James G. Townsend
                                           Title: Vice President

                                        BANK OF AMERICA, N.A.,
                                        as Administrative Agent


                                        By: /s/ Claire Liu
                                           -------------------------------------
                                           Name:  Claire Liu
                                           Title: Managing Director

EX-31.1

Exhibit 31.1

CERTIFICATION

I, C. Lamar Norsworthy, Chairman of the Board and Chief Executive Officer of Holly Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Holly Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2004	/s/ C. Lamar Norsworthy, III
	C. Lamar Norsworthy, III
	Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Stephen J. McDonnell, Vice President and Chief Financial Officer of Holly Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Holly Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2004	/s/ Stephen J. McDonnell
	Stephen J. McDonnell
	Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE
OFFICER OF HOLLY CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

     In connection with the accompanying report on Form 10-Q for the six months ended June 30, 2004 and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Lamar Norsworthy, III, Chief Executive Officer of Holly Corporation (the “Company”) hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2004	/s/ C. Lamar Norsworthy, III
	C. Lamar Norsworthy, III
	Chairman of the Board and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL
OFFICER OF HOLLY CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

     In connection with the accompanying report on Form 10-Q for the six months ended June 30, 2004 and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen J. McDonnell, Chief Financial Officer of Holly Corporation (the “Company”) hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2004	/s/ Stephen J. McDonnell
	Stephen J. McDonnell
	Vice President and Chief Financial Officer