Exhibit 10.1

Execution Version

CREDIT AGREEMENT

among

HOLLYFRONTIER CORPORATION

and

CERTAIN OF ITS SUBSIDIARIES,

as Borrowers,

UNION BANK, N.A.,
as Administrative Agent,

BNP PARIBAS,
as Syndication Agent,

and

BANK OF AMERICA, N.A.

and

WELLS FARGO CAPITAL FINANCE, LLC,
as Co-Documentation Agents

and

The Lenders from Time to Time Parties Hereto,

Dated as of July 1, 2011

UNION BANK, N.A. and BNP PARIBAS SECURITIES CORP.,
as Joint Lead Arrangers and Joint Book Managers

HollyFrontier Credit Agreement

TABLE OF CONTENTS

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

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

HollyFrontier Credit Agreement — Page ii

		Page
Section 8.3. Certificates; Other Information			95
Section 8.4. Payment of Obligations			97
Section 8.5. Maintenance of Existence; Compliance			97
Section 8.6. Maintenance of Property; Insurance			97
Section 8.7. Inspection of Property; Books and Records; Discussions			98
Section 8.8. Notices			98
Section 8.9. Environmental Laws			99
Section 8.10. Use of Proceeds			100
Section 8.11. Additional Subsidiary Guarantors			100
Section 8.12. Borrowing Base Verification			100
Section 8.13. Further Assurances			101
Section 8.14. Designation and Conversion of Unrestricted Subsidiaries			101
Section 8.15. Maintenance of Dominion Account			102
Section 8.16. Post-Closing Undertakings			102
ARTICLE 9. NEGATIVE COVENANTS			102
Section 9.1. Indebtedness			102
Section 9.2. Liens			104
Section 9.3. Fundamental Changes			106
Section 9.4. Changes in Fiscal Periods			106
Section 9.5. Restricted Payments			106
Section 9.6. Investments			107
Section 9.7. Optional Payments and Modifications of Certain Debt Instruments			108
Section 9.8. Transactions with Affiliates			109
Section 9.9. Burdensome Agreements			109
Section 9.10. Dispositions			109
Section 9.11. Lines of Business			111
Section 9.12. Fixed Charge Coverage Ratio			111
ARTICLE 10. EVENTS OF DEFAULT			111
ARTICLE 11. ADMINISTRATIVE AGENT			114
Section 11.1. Appointment and Authority			114
Section 11.2. Rights as a Lender			114
Section 11.3. Exculpatory Provisions			114
Section 11.4. Reliance by Administrative Agent			115
Section 11.5. Delegation of Duties			116
Section 11.6. Resignation of Administrative Agent			116
Section 11.7. Non-Reliance on Administrative Agent and Other Lenders			117
Section 11.8. No Other Duties, Etc			117
Section 11.9. Administrative Agent May File Proofs of Claim			117
ARTICLE 12. MISCELLANEOUS			118
Section 12.1. Amendments; Consents and Waivers			118
Section 12.2. Notices; Effectiveness; Electronic Communication			120
Section 12.3. No Waiver; Cumulative Remedies			122

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

HollyFrontier Credit Agreement — Page iv

EXHIBITS :
A		Form of Borrowing Base Certificate
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Borrowing Notice
E		Form of Conversion/Continuation Notice
F		Form of Assignment and Assumption
G-1		Form of Commitment Increase Letter
G-2		Form of Additional Lender Certificate
H		Form of Revolving Note
I		Form of Guarantee and Collateral Agreement
J		Form of Swingline Note
SCHEDULES :
1.1		Revolving Commitments
1.2		Designated Customers
1.3		U.S. Government Contracts
1.4		Existing Letters of Credit
1.5		Immaterial Subsidiaries
6.2		Subsidiaries
6.3		Consents, Etc.
6.6		Real Property
6.7		Labor Matters
6.8(a)		Capitalization of Restricted Subsidiaries
6.8(b)		Options, Warrants, Etc.
6.10		Taxes
6.11		ERISA
6.12		Litigation
6.13		Intellectual Property
6.15		Environmental Matters
6.21		Deposit Accounts
8.14		Unrestricted Subsidiaries
8.16		Post-Closing Undertakings
9.1(d)		Existing Indebtedness
9.2(f)		Existing Liens
9.6		Investments
9.8		Affiliate Transactions
12.2		Notices

HollyFrontier Credit Agreement — Page v

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

W I T N E S S E T H :

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

ARTICLE 1.
DEFINITIONS; RULES OF CONSTRUCTION

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

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

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

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

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

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

          “ Act ”: as defined in Section 12.18 .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Blocked Person ”: as defined in Section 6.23 .

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

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

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

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

          “ Borrower Agent ”: as defined in Section 4.4 .

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

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

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

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

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

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

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

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

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

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

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          (g)  100% of Pledged Cash; minus

          (h) the Availability Reserve;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

HollyFrontier Credit Agreement — Page 20

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

HollyFrontier Credit Agreement — Page 22

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

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

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

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

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

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

HollyFrontier Credit Agreement — Page 23

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Information ”: as defined in Section 12.15 .

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

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

          “ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

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

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

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

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

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

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

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

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          “ Investment Company Act ” as defined in Section 6.20 .

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

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

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

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

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

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

          “ LC Conditions ”: as defined in Section 2.6 .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Merger Sub ”: North Acquisition, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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          “ Pemex ”: Petróleos Mexicanos and its Affiliates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Platform ”: as defined in Section 8.3 .

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

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

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

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

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

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

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

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

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

          “ Public Lender ”: as defined in Section 8.3 .

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

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

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

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

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

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

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

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

          “ Reimbursement Date ”: as defined in Section 2.8.

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

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

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

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

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

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

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

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

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

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

          “ Restricted Payments ”: as defined in Section 9.5 .

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

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

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

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

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

          “ Revolving Termination Date ”: July 1, 2016.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ United States ”: the United States of America.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 1.6. Accounting Terms and Accounting Changes .

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

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

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

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ARTICLE 2.
THE CREDIT FACILITIES

     Section 2.1. Revolving Commitments .

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

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

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

     Section 2.2. Termination or Reduction of Revolving Commitments .

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

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

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

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

     Section 2.3. Optional Increase in Commitments .

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.4. Protective Advances and Overadvance Loans .

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

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

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

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

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

     Section 2.5. Swingline Loans .

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.7. Requesting Letters of Credit .

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

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

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

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

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

     Section 2.8. Reimbursement and Participations .

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

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

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

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

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

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

     Section 2.9. No Duty to Inquire .

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

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

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

     Section 2.10. Cash Collateral .

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

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

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

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

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

ARTICLE 3.
INTEREST, FEES AND CHARGES

     Section 3.1. Interest .

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

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

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

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

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

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

     Section 3.3. Fees .

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

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

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

ARTICLE 4.
LOAN ADMINISTRATION

     Section 4.1. Requests for New Loans .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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