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EXHIBIT 4.15
[CIBC WORLD MARKETS LETTERHEAD]
Holly Corporation
100 Crescent Court
Suite 1600
Dallas, Texas 75201
Attention: Henry Teichholz
August 2, 2000
AMENDED AND RESTATED CREDIT AGREEMENT
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement dated as of April
14, 2000 among Holly Corporation, certain subsidiaries of Holly Corporation, as
borrowers and guarantors, the banks listed therein, CIBC Inc., as Collateral
Agent, Fleet National Bank, as Collateral Monitor and Documentation Agent and
CIBC World Markets Corp. and Sole Lead Arranger and Bookrunner (as amended, the
CREDIT AGREEMENT). Terms used in this letter and defined in the Credit Agreement
shall have the same meanings as set forth in the Credit Agreement.
The Pricing Schedule annexed to the Credit Agreement provides for a margin with
respect to Base Rate Loans. There is an inconsistency in the Credit Agreement as
Section 2.6(a) does not provide for any margin for Base Rate Loans. In order to
clarify this inconsistency we would propose that at the end of the first
sentence of Section 2.6(a) the following be added: "plus the Base Rate Margin".
We would also propose that a new definition of Base Rate Margin be added as
follows: "BASE RATE MARGIN means a rate per annum determined daily in accordance
with the Pricing Schedule."
If you are in agreement with the foregoing, please acknowledge your agreement
and have each of the Borrowers and Guarantors acknowledge their agreement by
signing the enclosed copy of this letter in the space provided and returning it
to the undersigned.
Please do not hesitate to contact me if you have any questions.
Very truly yours,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
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By: /s/ RUSSELL R. OTTS
--------------------------
Name: Russell R. Otts
Title: Director
AGREED AND ACCEPTED:
HOLLY CORPORATION
By: /s/ HENRY A. TEICHHOLZ
-------------------------
Name: Henry A. Teichholz
Title: Vice President
NAVAJO REFINING COMPANY
BLACK EAGLE, INC.
NAVAJO CORP.
NAVAJO SOUTHERN, INC.
NAVAJO NORTHERN, INC.
LOREFCO, INC.
NAVAJO CRUDE OIL PURCHASING, INC.
NAVAJO HOLDINGS, INC.
HOLLY PETROLEUM, INC.
NAVAJO PIPELINE CO.
LEA REFINING COMPANY
NAVAJO WESTERN ASPHALT COMPANY
By: /s/ HENRY A. TEICHHOLZ
----------------------------
Name: Henry A. Teichholz
Title: Vice President
MONTANA REFINING COMPANY,
A PARTNERSHIP
By Navajo Northern, Inc., its
General Partner
By: /s/ HENRY A. TEICHHOLZ
----------------------------
Name: Henry A. Teichholz
Title: Vice President
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