0000950134-09-004038 Sample Contracts

Contract
Reaffirmation and Assumption Agreement • February 27th, 2009 • Holly Corp • Petroleum refining • New York

REAFFIRMATION AND ASSUMPTION AGREEMENT dated as of March 14, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among, Holly Corporation, a Delaware corporation (the “Company”), the subsidiaries identified on the signature pages hereto as Reaffirming Subsidiaries (the “Reaffirming Subsidiaries” and, together with the Company, the “Reaffirming Parties”), the Additional Grantors referred to below, and Bank of America, N.A., as Administrative Agent (in such capacity and together with its successors, the “Administrative Agent”) under the Guarantee and Collateral Agreement referred to below.

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FIRST AMENDMENT TO PERFORMANCE SHARE UNIT AGREEMENT(S)
Performance Share Unit Agreement • February 27th, 2009 • Holly Corp • Petroleum refining

THIS FIRST AMENDMENT (the “First Amendment”) to Performance Share Unit Agreement(s) is dated , 2008, to be effective as of the date(s) indicated herein, and is made by and between HOLLY CORPORATION, a Delaware corporation (the “Company”), and (the “Employee”).

FIRST AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 27th, 2009 • Holly Corp • Petroleum refining

THIS FIRST AMENDMENT (the “First Amendment”) to Restricted Stock Unit Agreement is effective May 11, 2006 (the “Effective Date”) and is made by and between HOLLY CORPORATION, a Delaware corporation (the “Company”), and (the “Director”).

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