HOLLY ENERGY PARTNERS LP (Form: 8-K, Received: 08/06/2009 17:12:22)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2009 (August 1, 2009)

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)


Delaware	001-32225	20-0833098
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


100 Crescent Court, Suite 1600 Dallas, Texas (Address of principal executive offices)		75201-6915 (Zip code)

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

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Item 9.01 Financial Statements and Exhibits
EX-10.1
EX-10.2
EX-10.3
EX-10.4

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On August 1, 2009, a subsidiary of Holly Corporation (“ Holly ”), and a subsidiary of Holly Energy Partners, L.P., an affiliate of Holly (the “ Partnership, ” and together with Holly, the " Parties ”), entered into and simultaneously closed an Asset Purchase Agreement (the “ Purchase Agreement ”) for the Partnership to acquire certain truck and rail loading/unloading equipment (the " Tulsa Assets ”) located at Holly’s refinery in Tulsa, Oklahoma (the “ Tulsa Refinery ”) from Holly for a purchase price of $17.5 million (the “ Acquisition ”). The Partnership financed the Acquisition by borrowing under its existing revolving credit agreement.

Pursuant to the terms of the Purchase Agreement, Holly, the Partnership, and certain of their respective subsidiaries entered into, among other things, (i) an equipment and throughput agreement, (ii) a purchase option agreement, and (iii) a second amended and restated omnibus agreement. Holly controls the general partner of the Partnership and owns an approximate 41% interest in the Partnership, including the general partner interest.

The description of the Purchase Agreement herein is qualified by reference to the copy of the Purchase Agreement, including exhibits, filed as Exhibit 10.1 to this report, which is incorporated by reference into this report in its entirety.

Second Amended and Restated Omnibus Agreement

On August 1, 2009 in connection with the Acquisition, the Parties and certain of their subsidiaries entered into a Second Amended and Restated Omnibus Agreement (the “ Second Restated Omnibus Agreement ”). The Second Restated Omnibus Agreement amends and restates the Amended and Restated Omnibus Agreement dated June 1, 2009, among the Parties that was previously filed as an exhibit to the Partnership’s Current Report on Form 8-K dated June 5, 2009. The Second Restated Omnibus Agreement addresses, among other things, the following matters:

	•		the Partnership’s obligation to pay Holly an annual administrative fee, currently in the amount of $2.3 million, for the provision by Holly of certain general and administrative services;

	•		Holly’s and its affiliates’ agreement not to compete with the Partnership under certain circumstances and the Partnership’s right to notice of, and right of first offer to purchase, certain logistics assets constructed by Holly or acquired as part of an acquisition by Holly of refining assets;

	•		an indemnity by Holly for certain potential environmental liabilities;

	•		the Partnership’s obligation to indemnify Holly for environmental liabilities related to the Partnership’s assets existing on the date of the Partnership’s initial public offering to the extent Holly is not required to indemnify the Partnership; and

	•		Holly’s right of first refusal to purchase the Partnership’s assets that serve Holly’s refineries.

Under the Second Restated Omnibus Agreement, the Partnership pays Holly an annual administrative fee, currently in the amount of $2.3 million, for the provision of various general and

administrative services for the Partnership’s benefit. The Partnership’s general partner may agree to increases in the administrative fee in connection with expansions of the Partnership’s operations through the acquisition or construction of new assets or businesses.

The $2.3 million fee includes expenses incurred by Holly and its affiliates to perform centralized corporate functions, such as legal, treasury, information technology and other corporate services, including the administration of employee benefit plans. The fee does not include salaries of pipeline and terminal personnel or other employees of the general partner of the Partnership’s general partner or the cost of their employee benefits, such as 401(k), pension, and health insurance benefits, which are separately charged to the Partnership by Holly. The Partnership also reimburses Holly and its affiliates for direct general and administrative expenses they incur on the Partnership’s behalf.

Holly and its affiliates have agreed, for so long as Holly controls the Partnership’s general partner, not to engage in, whether by acquisition or otherwise, the business of owning and/or operating crude oil pipelines or terminals, refined products pipelines or terminals, intermediate product pipelines or terminals, truck racks or crude oil gathering systems in the continental United States. This restriction will not apply to:

	•		any business operated by Holly or any of its affiliates at the time of the closing of the Partnership’s initial public offering;

	•		any business conducted by Holly with the approval of the Partnership’s general partner;

	•		any business or asset that Holly or any of its affiliates acquires or constructs that has a fair market value or construction cost of less than $5.0 million; and

	•		any business or asset that Holly or any of its affiliates acquires or constructs that has a fair market value or construction cost of $5.0 million or more if the Partnership has been offered the opportunity to purchase the business or asset at fair market value, and has declined to do so.

The limitations on the ability of Holly and its affiliates to compete with the Partnership may be terminated by Holly upon a change of control of Holly.

Under the Second Restated Omnibus Agreement, Holly has agreed to indemnify the Partnership up to certain aggregate amounts for any environmental noncompliance and remediation liabilities associated with assets transferred to the Partnership and occurring or existing prior to the date of such transfers. The transfers that are covered by the agreement include the refined products pipelines, terminals and tanks transferred by Holly’s subsidiaries in connection with the Partnership’s initial public offering in July 2004, the intermediate pipelines transferred by Holly’s subsidiaries to the Partnership in July 2005, and the crude pipelines and tankage assets transferred by Holly’s subsidiaries to the Partnership in 2008. The Second Restated Omnibus Agreement provides environmental indemnification of up to $15.0 million for the assets transferred to the Partnership, other than the crude pipelines and tankage assets transferred to the Partnership in 2008, plus an additional $2.5 million for the intermediate pipelines acquired in July 2005. Except as described below, Holly’s indemnification obligations described above shall remain in effect for an asset for ten years following the date of transfer of such asset to the Partnership. The Second Restated Omnibus Agreement also provides an additional $7.5 million of indemnification through 2023 for environmental noncompliance and remediation liabilities specific to the crude pipelines and tankage assets transferred to the Partnership in 2008. Holly’s indemnification obligations described above do not apply to the Tulsa Assets or the 16” feedstock pipeline acquired by a subsidiary of the Partnership on June 1, 2009, currently running 65 miles from Holly’s crude oil

distillation and vacuum distillation facilities in Lovington, New Mexico to Holly’s petroleum refinery in Artesia, New Mexico.

The Second Restated Omnibus Agreement provides that the Partnership will indemnify Holly and its affiliates against environmental liabilities relating to the Partnership’s assets that occur after the date the Partnership or its affiliates acquired such assets.

The Second Restated Omnibus Agreement also contains the terms under which Holly has a right of first refusal to purchase the Partnership’s assets that serve Holly’s refineries. Before the Partnership enters into any contract to sell pipeline, terminal and tankage assets serving Holly’s refineries, the Partnership must give written notice of the terms of such proposed sale to Holly. The notice must set forth the name of the third party purchaser, the assets to be sold, the purchase price and all other material terms and conditions of the offer. To the extent the third party offer consists of consideration other than cash (or in addition to cash), the purchase price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration, determined as set forth in the Second Restated Omnibus Agreement. Holly will then have the sole and exclusive option for a period of thirty days following receipt of the notice, to elect to purchase the subject assets on the terms specified in the notice. Holly’s right of first refusal described above does not apply to the Tulsa Assets.

The Second Restated Omnibus Agreement contains an acknowledgment by the Parties of the purchase options and right of first refusal granted to Holly with respect to the Tulsa Assets in the purchase option agreement (described below).

The description of the Second Restated Omnibus Agreement herein is qualified by reference to the copy of the Second Restated Omnibus Agreement, filed as Exhibit 10.2 to this report, which is incorporated by reference into this report in its entirety.

Tulsa Equipment and Throughput Agreement

On August 1, 2009 in connection with the Acquisition, subsidiaries of Holly and the Partnership entered into the Tulsa Equipment and Throughput Agreement (the “ Throughput Agreement ”). The Throughput Agreement terminates on August 1, 2024.

The Throughput Agreement may be extended by mutual agreement of the parties, provided that Holly provides the Partnership with notice of its desire to extend the Throughput Agreement not more than 24 months and not less than the later of 12 months prior to the date of termination or ten days after receipt of a written request from the Partnership. In the event the Throughput Agreement is terminated without renewal, Holly will have a limited right of first refusal for one year following such termination to enter into a new throughput agreement with the Partnership on commercial terms that substantially match the terms offered to the Partnership by a third-party.

Under the Throughput Agreement, Holly agrees to load or unload by tanker truck or rail car at the Tulsa Loading Racks (as defined in the Throughput Agreement) an amount of products in the aggregate that at the agreed tariff rates will result in minimum revenues to the Partnership of approximately $225,000 per month (the “ Minimum Revenue Commitment" ). Holly shall pay the Partnership (i) a fee of $0.60 per barrel (the “ Base Tariff ”) for the first 12,500 bpd of products calculated on a monthly basis (the “ Minimum Throughput ”) received at or shipped from the Tulsa Loading Racks and (ii) a fee of $0.30 per barrel for volumes in excess of the Minimum Throughput received at or shipped from the Tulsa Loading Racks (the “ Incentive Tariff ”). The Base Tariff and Incentive Tariff will increase each year on July 1 by an amount equal to the change in the producers price index; provided , however , that such adjustment shall

not exceed 3.0% in any year. The Base Tariff and Incentive Tariff will not decrease as the result of any decrease in the producers price index.

If Holly fails to meet its Minimum Revenue Commitment for any month, it will be required to pay to the Partnership a deficiency payment upon the later of: (i) ten days after its receipt of notice of such deficiency and (ii) 30 days following the end of the related contract month. If disagreements regarding any deficiency payment cannot be resolved among the Parties within 30 days following the payment of such deficiency payment, the Parties shall submit any and all disputed matters to arbitration in accordance with the terms of the Throughput Agreement.

During the term of the Throughput Agreement, Holly (at Holly’s sole cost and expense) shall manage, operate and maintain the Tulsa Loading Racks for and on behalf of the Partnership.

If new laws or regulations are enacted that require the Partnership to make substantial and unanticipated capital expenditures with regard to the Tulsa Loading Racks, the Partnership will have the right to impose a monthly surcharge to cover its costs of complying with these new laws or regulations. The Parties will be required to negotiate in good faith to mitigate the economic costs associated with any such new laws and to determine the amount of the monthly surcharge.

Either Party may temporarily suspend its obligations under the Throughput Agreement during the occurrence of an event that is outside its control and renders its performance impossible for at least 30 days. An event with a duration of longer than one year will allow either of the Parties to terminate the Throughput Agreement.

Under the Throughput Agreement, Holly has agreed to indemnify the Partnership from liabilities arising out of, among other things, events and conditions associated with the Tulsa Loading Racks, including violations of environmental laws, occurring prior to the date of the Throughput Agreement or during the term of the Throughput Agreement while Holly is operating the Tulsa Loading Racks. In addition, under the Throughput Agreement, the Partnership has agreed to indemnify Holly from liabilities arising out of, among other things, the operation of the Tulsa Loading Racks, including violations of environmental law, by the Partnership.

Holly’s obligations under the Throughput Agreement will not terminate if Holly and its affiliates no longer own the Partnership’s general partner. The Throughput Agreement may be assigned to a third party with the prior written consent of the non-assigning Party. The Parties may also assign the Throughput Agreement to an affiliate, a third party lender or debt holder or person who acquires the Tulsa Loading Racks or Holly’s Tulsa Refinery without the prior written consent of the non-assigning Party.

The description of the Throughput Agreement herein is qualified by reference to the copy of the Throughput Agreement, filed as Exhibit 10.3 to this report, which is incorporated by reference into this report in its entirety.

Tulsa Purchase Option Agreement

On August 1, 2009 in connection with the Acquisition, subsidiaries of Holly and the Partnership entered into the Tulsa Purchase Option Agreement (the “ Option Agreement ”). The Option Agreement expires simultaneously with the termination of the Throughput Agreement, including any extensions or amendments of such agreement, unless extended by written mutual agreement of the Parties.

Under the Option Agreement, the Partnership grants Holly the option to purchase the Tulsa Loading Racks (the “ Option ”) at the termination of the Option Agreement for the fair market cash value

of the Tulsa Loading Racks to a third party, less the sum of the actual amounts expended for capital expenditures and improvements made by Holly to the Tulsa Loading Racks during the term of the Throughput Agreement. Holly shall provide to the Partnership written notice of its desire to exercise the Option not more than 24 months and not less than 12 months prior to the date of termination of the Option Agreement.

The Option Agreement provides that if Holly (i) shuts down the Tulsa Refinery and such planned shut down is intended at the time of such shut down to be permanent or (ii) sells or causes to be sold to a third party(ies), including any person in which Holly or its affiliates have a minority interest, the Tulsa Refinery, then Holly shall be entitled to (A) assign all of its rights and obligations under the Option Agreement and the Throughput Agreement to such third party(ies) or (B) purchase the Tulsa Loading Racks (the “ Repurchase Right ”) for a cash purchase price equal to the net present value, at a discount rate of 15%, of the remaining minimum payments under the Throughput Agreement.

Under the Option Agreement, the Partnership grants to Holly a right of first refusal on any proposed transfer (other than a grant of a security interest to a bona fide third-party lender or a transfer to an affiliate) of the Tulsa Loading Racks (the “ Right of First Refusal ”). The Partnership shall give Holly prompt notice of any such proposed transfer, including the purchase price offered by the proposed transferee, and Holly shall give the Partnership notice of its decision regarding the exercise of its Right of First Refusal within 30 days of its receipt of the Partnership’s notice of the proposed transfer.

Under the Option Agreement, Holly grants to the Partnership the right to sell to Holly for $100.00 the Tulsa Loading Racks (the “ Partnership Put Right ”). The Partnership shall provide Holly notice of its desire to exercise the Partnership Put Right not less than six months prior to the termination of the Option Agreement.

Under the Option Agreement, the Partnership grants to Holly the right to sell to the Partnership for $100.00 all of Holly’s interest in the real property (the “ Real Property ”) located directly under the Tulsa Loading Racks (the “ Holly Put Right ”); provided that the Holly Put Right is not exercisable (i) if Holly has exercised its option to purchase the Tulsa Loading Racks pursuant to the Option or the Repurchase Right, (ii) if the Partnership has exercised its right to sell the Tulsa Loading Racks to Holly pursuant to the Partnership Put Right, (iii) with respect to the real property underlying the Tulsa Loading Racks that Holly has exercised the Right of First Refusal to purchase pursuant to the Option Agreement, or (iv) at any time prior to that date which is six months prior to the date of scheduled termination of the Option Agreement. Holly shall provide written notice to the Partnership of its desire to exercise the Holly Put Right not more than six months and not less than 20 days prior to the date of termination of the Option Agreement. In the event Holly notifies the Partnership of its desire to exercise the Holly Put Right, then, the Partnership shall have right to sell to Holly for $100.00 the Tulsa Loading Racks (the “ Second Partnership Put Right ”). The Partnership shall provide Holly notice of its desire to exercise the Second Partnership Put Right within 15 days of the Partnership’s receipt of notice that Holly has exercised the Holly Put Right with respect to the Real Property. In the event the Partnership exercises the Second Partnership Put Right, then Holly’s exercise of the Holly Put Right with respect to the Real Property shall automatically be voided and of no further force and effect.

The Option Agreement may be assigned to a third party with the prior written consent of the non-assigning Party. The Parties may assign the Option Agreement to an affiliate or a third party lender or debt holder without the prior written consent of the non-assigning Party. The Parties may also assign the Option Agreement to any third party to which either Party sells or transfers the Tulsa Loading Racks or Tulsa Refinery, as applicable.

The description of the Option Agreement herein is qualified by reference to the copy of the Option Agreement, filed as Exhibit 10.4 to this report, which is incorporated by reference into this report in its entirety.

Item 9.01 Financial Statements and Exhibits.


10.1	—	Asset Purchase Agreement, dated as of August 1, 2009, between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC.

10.2	—	Second Amended and Restated Omnibus Agreement, dated as of August 1, 2009, by and among Holly Corporation, Holly Energy Partners, L.P., and certain of their respective subsidiaries.

10.3	—	Tulsa Equipment and Throughput Agreement, dated as of August 1, 2009, between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC.

10.4	—	Tulsa Purchase Option Agreement, dated as of August 1, 2009, between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC.

SIGNATURES

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


		HOLLY ENERGY PARTNERS, L.P.

		By:		HEP Logistics Holdings, L.P.,
				its General Partner

		By:		Holly Logistic Services, L.L.C.,
				its General Partner

		By:		/s/ Bruce R. Shaw Bruce R. Shaw
				Senior Vice President and Chief Financial Officer

Date: August 6, 2009

[ Signature Page ]

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.


Exhibit
Number		Exhibit Title

10.1	—	Asset Purchase Agreement, dated as of August 1, 2009, between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC.

10.2	—	Second Amended and Restated Omnibus Agreement, dated as of August 1, 2009, by and among Holly Corporation, Holly Energy Partners, L.P., and certain of their respective subsidiaries.

10.3	—	Tulsa Equipment and Throughput Agreement, dated as of August 1, 2009, between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC.

10.4	—	Tulsa Purchase Option Agreement, dated as of August 1, 2009, between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC.

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

(Tulsa Truck and Rail Equipment)

between

HOLLY REFINING & MARKETING — TULSA LLC

as Seller,

and

HEP TULSA LLC

as Buyer

Dated as of August 1, 2009

TABLE OF CONTENTS


		Page

ARTICLE I DEFINED TERMS

1.1	Defined Terms	1

ARTICLE II TRANSFER OF ASSETS, ASSUMPTION OF LIABILITIES AND AGGREGATE CONSIDERATION

2.1	Sale of Assets and Assumption of Liabilities	6
2.2	Consideration	6

ARTICLE III CLOSING

3.1	Closing	6
3.2	Deliveries by the Seller	6
3.3	Deliveries by the Buyer	7
3.4	Prorations	7
3.5	Closing Costs; Transfer Taxes and Fees	8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

4.1	Organization	8
4.2	Authorization	8
4.3	No Conflicts or Violations; No Consents or Approvals Required	9
4.4	Absence of Litigation	9
4.5	Title to Transferred Assets	9
4.6	Brokers and Finders	9
4.7	WAIVERS AND DISCLAIMERS	9

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER

5.1	Organization	11
5.2	Authorization	11
5.3	No Conflicts or Violations; No Consents or Approvals Required	11
5.4	Absence of Litigation	11
5.5	Brokers and Finders	11


		Page

ARTICLE VI COVENANTS

6.1	Cooperation	12
6.2	Additional Agreements	12

ARTICLE VII ADDITIONAL AGREEMENTS

7.1	Further Assurances	12

ARTICLE VIII INDEMNIFICATION

8.1	Indemnification of Buyer and Seller	12
8.2	Defense of Third-Party Claims	12
8.3	Direct Claims	14
8.4	Limitations	14
8.5	Tax Related Adjustments	14

ARTICLE IX MISCELLANEOUS

9.1	Expenses	14
9.2	Notices	15
9.3	Severability	16
9.4	Governing Law	16
9.5	Arbitration Provision	16
9.6	Parties in Interest	17
9.7	Assignment of Agreement	17
9.8	Captions	17
9.9	Counterparts	17
9.10	Director and Officer Liability	17
9.11	Integration	17
9.12	Effect of Agreement	18
9.13	Amendment; Waiver	18
9.14	Survival of Representations and Warranties	18

ARTICLE X INTERPRETATION

10.1	Interpretation	18
10.2	References, Gender, Number	19


Exhibits :

Exhibit A	—	Form of License Agreement
Exhibit B	—	Form of Bill of Sale
Exhibit C	—	Form of Tulsa Equipment and Throughput Agreement
Exhibit D	—	Form of Restated Omnibus Agreement
Exhibit E	—	Form of Purchase Option Agreement

Schedules :

Schedule 1.1	—	Transferred Assets

ASSET PURCHASE AGREEMENT

(Tulsa Truck and Rail Equipment)

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated as of August 1, 2009, is made and entered into by and between Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company (the “ Seller ”), and HEP Tulsa LLC, a Delaware limited liability company (the “ Buyer ”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

WHEREAS , on June 1, 2009, the Seller acquired a refinery located in Tulsa, Oklahoma (the “ Tulsa Refinery ”) from Sunoco, Inc. (R&M) (“ Sunoco ”);

WHEREAS , Buyer wishes to purchase certain truck and rail loading/unloading equipment located at the Tulsa Refinery; and

WHEREAS , the Parties wish to amend certain provisions of the Omnibus Agreement.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants set forth herein and in the Omnibus Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINED TERMS

1.1 Defined Terms . Unless the context expressly requires otherwise, the respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings herein specified, with each such definition to be equally applicable both to the singular and the plural forms of the term so defined.

“ Action ” shall mean any claim, action, suit, investigation, inquiry, proceeding, condemnation or audit by or before any court or other Governmental Entity or any arbitration proceeding.

“ affiliate ” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Seller, on the one hand, and the Buyer, on the other hand, shall not be considered affiliates of each other.

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC

“ Agreement ” shall have the meaning set forth in the preamble.

“ Ancillary Documents ” means, collectively, the Buyer Ancillary Documents and the Seller Ancillary Documents.

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Entity having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Entity), as interpreted and enforced at the time in question.

“ Arbitrable Dispute ” means any and all disputes, Claims, controversies and other matters in question between Seller, on the one hand, and Buyer, on the other hand, arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

“ Assumed Liabilities ” means all obligations and liabilities of the Seller with respect to the Transferred Assets.

“ Bill of Sale ” shall have the meaning set forth in Section 3.2(b) .

“ business day ” means any day on which banks are open for business in Texas, other than Saturday or Sunday.

“ Buyer ” shall have the meaning set forth in the preamble.

“ Buyer Ancillary Documents ” means each agreement, document, instrument or certificate to be delivered by the Buyer, or its affiliates, at the Closing pursuant to Section 3.3 hereof and each other document or Contract entered into by the Buyer, or its affiliates, in connection with this Agreement or the Closing.

“ Buyer Indemnified Costs ” means (a) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs and that arise out of or relate to any breach of a representation, warranty or covenant of Seller under this Agreement, and (b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Buyer Indemnified Costs shall exclude any and all indirect, consequential, punitive or exemplary damages (other than those that are a result of (x) a

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC

third-party claim for such indirect, consequential, punitive or exemplary damages or (y) the gross negligence or willful misconduct of Seller).

“ Buyer Indemnified Parties ” means Buyer and each officer, director, partner, manager, employee, consultant, stockholder, and affiliate of Buyer, including, without limitation, the Company.

“ Claim ” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“ Claimant ” shall have the meaning set forth in Section 9.5 .

“ Closing ” shall have the meaning set forth in Section 3.1 .

“ Closing Date ” shall have the meaning set forth in Section 3.1 .

“ Consents ” means all notices to, authorizations, consents, Orders or approvals of, or registrations, declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity, and any notices to, consents or approvals of any other third party, in each case that are required by applicable Law or by Contract in order to consummate the transactions contemplated by this Agreement and the Ancillary Documents.

“ Contract ” means any written or oral contract, agreement, indenture, instrument, note, bond, loan, lease, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or modifications thereof and waivers relating thereto.

“ Effective Time ” shall have the meaning set forth in Section 3.1 .

“ Encumbrance ” means any mortgage, pledge, charge, hypothecation, claim, easement, right of purchase, security interest, deed of trust, conditional sales agreement, encumbrance, interest, option, lien, right of first refusal, right of way, defect in title, encroachments or other restriction, whether or not imposed by operation of Law, any voting trust or voting agreement, stockholder agreement or proxy.

“ Governmental Entity ” means any Federal, state, local or foreign court or governmental agency, authority or instrumentality or regulatory body.

“ Holly ” means Holly Corporation, a Delaware corporation.

“ Indemnified Costs ” means the Buyer Indemnified Costs and the Seller Indemnified Costs, as applicable.

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC

“ Indemnified Party ” means the Buyer Indemnified Parties and the Seller Indemnified Parties.

“ Indemnifying Party ” has the meaning set forth in Section 8.2 .

“ knowledge ” and any variations thereof or words to the same effect shall mean (i) with respect to the Seller, actual knowledge after reasonable inquiry of the following persons: David L. Lamp and George J. Damiris; and (ii) with respect to the Buyer, actual knowledge after reasonable inquiry of the following persons: David G. Blair and Mark Cunningham.

“ Laws ” means all statutes, laws, rules, regulations, Orders, ordinances, writs, injunctions, judgments and decrees of all Governmental Entities.

“ License Agreement ” shall have the meaning set forth in Section 3.2(a) .

“ Material Adverse Effect ” means any adverse change, circumstance, effect or condition in or relating to the assets, financial condition, results of operations, or business of any person that materially affects the business of such person or that materially impedes the ability of any person to consummate the transactions contemplated hereby, other than any change, circumstance, effect or condition in the refining or pipelines industries generally (including any change in the prices of crude oil, natural gas, natural gas liquids, feedstocks or refined products or other hydrocarbon products, industry margins or any regulatory changes or changes in Law) or in United States or global economic conditions or financial markets in general. Any determination as to whether any change, circumstance, effect or condition has a Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective third-party indemnifications with respect to such change, circumstance, effect or condition.

“ Omnibus Agreement ” means that certain Amended and Restated Omnibus Agreement entered into and effective as of June 1, 2009, by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Holly Logistic Services, L.L.C., a Delaware limited liability company, HEP Logistics Holdings, L.P., a Delaware limited partnership, the Partnership, HEP Logistics GP, L.L.C., a Delaware limited liability company, and Holly Energy Partners — Operating, L.P., a Delaware limited partnership, and amended and restated as of the Closing Date.

“ Order ” means any order, writ, injunction, decree, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Entity.

“ Partnership ” means Holly Energy Partners, L.P., a Delaware limited partnership.

“ Party ” and “ Parties ” shall have the meanings set forth in the preamble.

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“ Permits ” means all material permits, licenses, variances, exemptions, Orders, franchises and approvals of all Governmental Entities necessary for the lawful ownership and operation of the Transferred Assets.

“ Permitted Encumbrances ” means (i) statutory liens for current taxes or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (ii) mechanics’, carriers’, workers’, repairmen’s, landlord’s and other similar liens imposed by law arising or incurred in the ordinary course of business with respect to charges not yet due and payable; and (iii) such other encumbrances, if any, which were not incurred in connection with the borrowing of money or the advance of credit and which do not materially detract from the value of or interfere with the present use, or any use presently anticipated by the Company, of the property subject thereto or affected thereby, and including without limitation capital leases.

“ person ” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

“ Purchase Option Agreement ” shall have the meaning set forth in Section 3.2(e) .

“ Purchase Price ” shall have the meaning set forth in Section 2.2(a) .

“ Respondent ” shall have the meaning set forth in Section 9.5 .

“ Restated Omnibus Agreement ” shall have the meaning set forth in Section 3.2(d) .

“ Seller ” shall have the meaning set forth in the preamble.

“ Seller Ancillary Documents ” shall mean each agreement, document, instrument or certificate to be delivered by the Seller, or its affiliates, at the Closing pursuant to Section 3.2 hereof and each other document or Contract entered into by the Seller, or its affiliates, in connection with this Agreement or the Closing.

“ Seller Indemnified Costs ” means (a) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Seller Indemnified Parties incurs and that arise out of or relate to any breach of a representation, warranty or covenant of Buyer under this Agreement, and (b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all indirect, consequential, punitive or exemplary damages (other than those that are a result of (x) a third-party claim for such indirect, consequential, punitive or exemplary damages or (y) the gross negligence or willful misconduct of Buyer).

“ Seller Indemnified Parties ” means Seller and each officer, director, partner, manager, employee, consultant, stockholder, and affiliate of Seller, including, without limitation, Holly.

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“ Sunoco ” has the meaning set forth in the preamble.

“ third-party action ” has the meaning set forth in Section 8.2 .

“ Transferred Assets ” means the assets described in Schedule 1.1 ; provided that for the sake of clarity, in no event shall the Transferred Assets include or be deemed to include any interest in or to the real property on which such Transferred Assets are situated, whether as fee title, a leasehold interest, or otherwise.

“ Tulsa APA ” means that certain Asset Sale and Purchase Agreement, dated April 15, 2009, by and between the Seller (formerly known as Holly Refining & Marketing-MidCon, L.L.C.) and Sunoco.

“ Tulsa Equipment and Throughput Agreement ” shall have the meaning set forth in Section 3.2(c) .

“ Tulsa Refinery ” has the meaning set forth in the preamble.

ARTICLE II
TRANSFER OF ASSETS, ASSUMPTION OF
LIABILITIES AND AGGREGATE CONSIDERATION

2.1 Sale of Assets and Assumption of Liabilities . Subject to all of the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers and conveys to the Buyer, and the Buyer hereby purchases and acquires from the Seller, the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. Buyer hereby assumes all of the Assumed Liabilities.

2.2 Consideration .

(a) The aggregate consideration to be paid by the Buyer for the Transferred Assets shall be $17,500,000 (the “ Purchase Price ”).

(b) The Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to the accounts specified by Seller.

ARTICLE III
CLOSING

3.1 Closing . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place simultaneously with the execution of this Agreement. The date of the Closing is referred to herein as the “ Closing Date ” and the Closing is deemed to be effective as of 12:01 a.m., Dallas, Texas time, on the Closing Date (the “ Effective Time ”).

3.2 Deliveries by the Seller . At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

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(a) A counterpart to the equipment sites, access and rail line license agreement substantially in the form of Exhibit A attached hereto (the “ License Agreement ”), duly executed by the Seller.

(b) The bill of sale and assignment substantially in the form of Exhibit B attached hereto (the “ Bill of Sale ”), duly executed by the Seller.

(c) A counterpart of the equipment and throughput agreement substantially in the form of Exhibit C attached hereto (the “ Tulsa Equipment and Throughput Agreement ”), duly executed by the Seller.

(d) A counterpart of the second amended and restated omnibus agreement substantially in the form of Exhibit D attached hereto (the “ Restated Omnibus Agreement ”), duly executed by Holly and each applicable subsidiary of Holly (excluding the Partnership, HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and their subsidiaries).

(e) A counterpart of the purchase option agreement substantially in the form of Exhibit E attached hereto (the “ Purchase Option Agreement ”), duly executed by the Seller.

(f) Evidence in form and substance reasonably satisfactory to the Buyer of the release and termination of all Encumbrances on the Transferred Assets, other than Permitted Encumbrances.

3.3 Deliveries by the Buyer . At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller the following:

(a) The Purchase Price as provided in Section 2.2(b) .

(b) A counterpart to the License Agreement, duly executed by the Buyer.

(d) A counterpart of the Restated Omnibus Agreement, duly executed by the Partnership, HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and each applicable subsidiary of such entities.

(e) A counterpart to the Purchase Option Agreement, duly executed by the Buyer.

3.4 Prorations . On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 60 calendar days thereafter, the real, if any, and personal property taxes with respect to the Transferred Assets shall be prorated between the Buyer, on the one hand, and the Seller, on the other hand, effective as of the Effective Time with the Seller being responsible for amounts related to the period prior to but excluding the Effective Time and the Buyer being responsible for amounts related to the period at and after

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the Effective Time. If the final property tax rate or final assessed value for the current tax year is not established by the Closing Date, the prorations shall be made on the basis of the rate or assessed value in effect for the preceding tax year and shall be adjusted when the exact amounts are determined. All such prorations shall be based upon the most recent available assessed value available prior to the Closing Date.

3.5 Closing Costs; Transfer Taxes and Fees .

(a) Allocation of Costs . In the event any sales tax arises out of the transfer of the Transferred Assets pursuant to this Agreement, then the Buyer shall pay the cost of all such sales taxes; provided , however , that the Purchase Price shall first be reduced such that the sum of the reduced Purchase Price plus the amount of sales taxes to be paid by Buyer equal $17,500,000, and Seller shall return to Buyer an amount in cash equal to the reduction in the Purchase Price.

(b) Reimbursement. If the Buyer, on the one hand, or the Seller, on the other hand, pays any tax agreed to be borne by the other Party under this Agreement, such other Party shall promptly reimburse the paying Party for the amounts so paid. If any Party receives any tax refund or credit applicable to a tax paid by another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer that as of the date of this Agreement:

4.1 Organization . Seller is an entity duly organized, validly existing and in good standing under the Laws of its state of organization.

4.2 Authorization . Seller has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Seller Ancillary Documents to which it is a party. The execution, delivery, and performance by the Seller of this Agreement and the Seller Ancillary Documents and the consummation by the Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes, and each such Seller Ancillary Document executed or to be executed by the Seller has been, or when executed will be, duly executed and delivered by the Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Seller, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

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4.3 No Conflicts or Violations; No Consents or Approvals Required . The execution, delivery and performance by the Seller of this Agreement and the other Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of the Seller’s organizational documents or (b) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material contract binding upon the Seller. No Consent of any Governmental Entity or any other person is required for the Seller in connection with the execution, delivery and performance of this Agreement and the Seller Ancillary Documents to which the Seller is a party or the consummation of the transactions contemplated hereby or thereby.

4.4 Absence of Litigation . There is no Action pending or, to the knowledge of the Seller, threatened against the Seller or any of its affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or the Transferred Assets or which, if adversely determined, would reasonably be expected to materially impair the ability of the Seller to perform its obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby or that would constitute Assumed Liabilities.

4.5 Title to Transferred Assets .

(a) The Seller has good and indefeasible title to the Transferred Assets, subject to all Permitted Encumbrances, recorded matters and all physical conditions in existence on the Closing Date, plus any other such matters as the Buyer may approve, which approval will not be unreasonably withheld. The Seller does hereby represent that it knows of no material title defect affecting any of the Transferred Assets, arising by, through or under the Seller.

(b) There has not been granted to any person, and no person possesses, any right of first refusal to purchase any of the Transferred Assets, except pursuant to this Agreement and the Omnibus Agreement.

4.6 Brokers and Finders . No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Seller who is entitled to receive from the Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

4.7 WAIVERS AND DISCLAIMERS . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES,

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COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE TRANSFERRED ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE TRANSFERRED ASSETS, (II) THE INCOME TO BE DERIVED FROM THE TRANSFERRED ASSETS, (III) THE SUITABILITY OF THE TRANSFERRED ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE TRANSFERRED ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller that as of the date of this Agreement:

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5.1 Organization . The Buyer is an entity duly organized, validly existing and in good standing under the Laws of its state of organization.

5.2 Authorization . The Buyer has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents to which it is a party. The execution, delivery, and performance by the Buyer of this Agreement and the Buyer Ancillary Documents and the consummation by the Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary liability company action of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes, and each such Buyer Ancillary Document executed or to be executed the Buyer has been, or when executed will be, duly executed and delivered by the Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Buyer, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

5.3 No Conflicts or Violations; No Consents or Approvals Required . The execution, delivery and performance by the Buyer of this Agreement and the Buyer Ancillary Documents to which it is a party does not, and consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provisions of the Buyer’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any applicable Law or material contract binding upon the Buyer. No Consent of any Governmental Entity or any other person is required for the Buyer in connection with the execution, delivery and performance of this Agreement and the other Buyer Ancillary Documents to which the Buyer is a party or the consummation of the transactions contemplated hereby and thereby.

5.4 Absence of Litigation . There is no Action pending or, to the knowledge of the Buyer, threatened against the Buyer or any of its affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of the Buyer to perform its obligations and agreements under this Agreement or the Buyer Ancillary Documents and to consummate the transactions contemplated hereby and thereby.

5.5 Brokers and Finders . No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Buyer who is entitled to receive from the Seller any fee or commission in connection with the transactions contemplated by this Agreement.

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ARTICLE VI
COVENANTS

6.1 Cooperation . The Seller shall cooperate with the Buyer and assist the Buyer in identifying all licenses, authorizations, permissions or Permits necessary to own and operate the Transferred Assets from and after the Closing Date and, where permissible, transfer existing Permits to the Buyer, or, where not permissible, assist the Buyer in obtaining new Permits at no cost, fee or liability to the Seller.

6.2 Additional Agreements . Subject to the terms and conditions of this Agreement, the Ancillary Documents and the Omnibus Agreement, each of the Parties shall use its commercially reasonable efforts to do, or cause to be taken all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Parties and their duly authorized representatives shall use commercially reasonable efforts to take all such action.

ARTICLE VII
ADDITIONAL AGREEMENTS

7.1 Further Assurances . After the Closing, each Party shall take such further actions, including obtaining consents to assignment from third parties, and execute such further documents as may be necessary or reasonably requested by the other Party in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Party with the intended benefits of this Agreement and the Ancillary Documents.

ARTICLE VIII
INDEMNIFICATION

8.1 Indemnification of Buyer and Seller . From and after the Closing and subject to the provisions of this Article VIII , (i) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Seller Indemnified Costs.

8.2 Defense of Third-Party Claims . An Indemnified Party shall give prompt written notice to Seller or Buyer, as applicable (the “ Indemnifying Party ”), of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “ third-party action ”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VIII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided , however , that:

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(a) The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third-party action ( provided , however , that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by any the Indemnifying Party in connection with the defense of such third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel);

(b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business;

(c) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and

(d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided , however , that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party.

The parties hereto shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article VIII and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

8.3 Direct Claims . In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 8.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof.

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Subject to the limitations set forth in Section 8.4(a) , the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

8.4 Limitations . The following provisions of this Section 8.4 shall limit the indemnification obligations hereunder:

(a) Limitation as to Time . The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VIII unless a written claim for indemnification in accordance with Section 8.2 or Section 8.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Dallas, Texas time, on the second anniversary of the Closing Date.

(b) Sole and Exclusive Remedy . Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VIII . The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Omnibus Agreement or the Tulsa Equipment and Throughput Agreement.

8.5 Tax Related Adjustments . Seller and Buyer agree that any payment of Indemnified Costs made hereunder will be treated by the parties on their tax returns as an adjustment to the Purchase Price.

ARTICLE IX
MISCELLANEOUS

9.1 Expenses . Except as provided in Section 3.4 of this Agreement, or as provided in the Ancillary Documents or the Omnibus Agreement, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expense.

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9.2 Notices .

(a) Any notice or other communication given under this Agreement shall be in writing and shall be (i) delivered personally, (ii) sent by documented overnight delivery service, (iii) sent by email transmission, or (iv) sent by first class mail, postage prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to have been duly given (x) if received, on the date of the delivery, with a receipt for delivery, (y) if refused, on the date of the refused delivery, with a receipt for refusal, or (z) with respect to email transmissions, on the date the recipient confirms receipt. Notices or other communications shall be directed to the following addresses:

Notices to the Seller:

Holly Refining & Marketing — Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attention: David L. Lamp
Email address: president@hollycorp.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Refining & Marketing — Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attention: General Counsel
Email address: generalcounsel@hollycorp.com

Notices to the Buyer:

HEP Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attention: David G. Blair
Email address: SVP-HEP@hollyenergy.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

HEP Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attention: General Counsel
Email address: generalcounsel@hollycorp.com

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(b) Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 9.2 .

9.3 Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced under applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

9.4 Governing Law . This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

9.5 Arbitration Provision . Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 9.5 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 9.5 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of Seller, Buyer or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Seller, Buyer and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal

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Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between Seller, Buyer or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

9.6 Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

9.7 Assignment of Agreement . At any time, the Parties may make a collateral assignment of their rights under this Agreement to any of their bona fide lenders or debt holders, or a trustee or a representative for any of them, and the non-assigning Parties shall execute an acknowledgment of such collateral assignment in such form as may from time to time be reasonably requested; provided , however , that unless written notice is given to the non-assigning Party that any such collateral assignment has been foreclosed upon, such non-assigning Party shall be entitled to deal exclusively with the Buyer or the Seller, as the case may be, as to any matters arising under this Agreement, the Ancillary Documents or the Omnibus Agreement (other than for delivery of notices required by any such collateral assignment). Except as otherwise provided in this Section 9.7 , neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Party hereto.

9.8 Captions . The captions in this Agreement are for purposes of reference only and shall not limit or otherwise affect the interpretation hereof.

9.9 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.10 Director and Officer Liability . The directors, managers, officers, partners and stockholders of the Buyer, the Seller and their respective affiliates shall not have any personal liability or obligation arising under this Agreement (including any claims that another party may assert) other than as an assignee of this Agreement or pursuant to a written guarantee.

9.11 Integration . This Agreement, the Ancillary Documents and the Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Omnibus Agreement unless it is contained in a

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC

written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Omnibus Agreement.

9.12 Effect of Agreement . The Parties ratify and confirm that except as otherwise expressly provided herein, in the event this Agreement conflicts in any way with the Omnibus Agreement, the terms and provisions of the Omnibus Agreement shall control.

9.13 Amendment; Waiver . This Agreement may be amended only in a writing signed by all parties hereto. Any waiver of rights hereunder must be set forth in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive any party’s rights at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

9.14 Survival of Representations and Warranties . The representations and warranties set forth in this Agreement shall survive the Closing until 5:00 p.m., Dallas, Texas time, on the second anniversary of the Closing Date, except that the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.5 (Title to Transferred Assets), 4.7 (Waivers and Disclaimers), 5.1 (Organization) and 5.2 (Authorization) shall survive until the expiration of the applicable statute of limitations; provided , however , that any representation and warranty that is the subject of a claim for indemnification hereunder which claim was timely made pursuant to Section 8.4(a) shall survive with respect to such claim until such claim is finally paid or adjudicated.

ARTICLE X
INTERPRETATION

10.1 Interpretation . It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(b) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(c) a defined term has its defined meaning throughout this Agreement and each Exhibit, Annex or Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(d) each Exhibit, Annex and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC

Agreement and any Exhibit, Annex or Schedule, the provisions of the main body of this Agreement shall prevail;

(e) the term “cost” includes expense and the term “expense” includes cost;

(f) the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;

(g) the inclusion of a matter on a Schedule in relation to a representation or warranty shall not be deemed an indication that such matter necessarily would, or may, breach such representation or warranty absent its inclusion on such Schedule;

(h) any reference to a statute, regulation or Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;

(i) currency amounts referenced herein, unless otherwise specified, are in U.S. Dollars;

(j) unless the context otherwise requires, all references to time shall mean time in Dallas, Texas;

(k) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified; and

(l) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).

10.2 References, Gender, Number . All references in this Agreement to an “Article,” “Section,” “subsection,” “Exhibit” or “Schedule” shall be to an Article, Section, subsection, Exhibit or Schedule of this Agreement, unless the context requires otherwise. Unless the context clearly requires otherwise, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof. Cross references in this Agreement to a subsection or a clause within a Section may be made by reference to the number or other subdivision reference of such subsection or clause preceded by the word “Section.” Whenever the context requires, the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural.

[The Remainder of this Page is Intentionally Left Blank]

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first set forth above.


	BUYER: HEP TULSA LLC
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

	SELLER: HOLLY REFINING & MARKETING — TULSA LLC
	By:	/s/ David L. Lamp
		David L. Lamp
		President

Signature Page
Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC
Asset Purchase Agreement

EXHIBIT A

Form of License Agreement

A-1


STATE:		Oklahoma
COUNTY:		Tulsa

Equipment Sites, Access and Rail Line License Agreement
(Tulsa Truck and Rail Equipment — Tulsa County, Oklahoma)

Holly Refining & Marketing — Tulsa LLC
to
HEP Tulsa LLC

This Equipment Sites, Access and Rail Line License Agreement (Tulsa Truck and Rail Equipment — Tulsa County, Oklahoma) (this “ Agreement ”), dated effective for all purposes as of 12:01 a.m. Dallas, Texas time on August 1, 2009 (the “ Effective Time ”), is made and entered into by and between Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company, whose address is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927 (“ Licensor ”), and HEP Tulsa LLC, a Delaware limited liability company, whose address is 100 Crescent Court, Suite 1600, Dallas, Texas 75201 (“ Licensee ”).

WITNESSETH:

For and in consideration of the amounts paid by Licensee to Licensor and other good and valuable consideration, the receipt and sufficiency of which Licensor hereby acknowledges, Licensor hereby grants and conveys unto Licensee an exclusive license (the “ Equipment Sites License ”) to use those certain tracts of real property more particularly described on Exhibit A attached hereto (the “ Equipment Sites ”) for the purpose of the use, operation, maintenance, construction, re-construction and presence of the Equipment (as hereinafter defined). As used herein, the term “ Equipment ” means, individually or collectively as the context may require, certain truck and rail loading/unloading equipment now or hereafter situated on the Equipment Sites.

Licensor hereby further grants and conveys unto Licensee a non-exclusive license (the “ Access License ”) to use the roads, rights-of-way, entrances, exits, walkways, and parking areas situated on that certain real property more particularly described on Exhibit B attached hereto (the “ Refinery Site ”) for the purpose of vehicular and pedestrian ingress, egress and access, and all other areas at the Refinery Site from time to time used for pedestrian and vehicular use, all to the extent necessary to access any of the Equipment and so long as Licensee’s use of such License rights does not unreasonably interfere with the use of the Refinery Site by Licensor; provided that the Access License shall be subject to any reasonable rules, regulations and requirements imposed by Licensor from time to time with respect to the use of the roads, rights-of-way, entrances, exits, walkways and parking areas situated on the Refinery Site, including without limitation coordinating Licensee’s use thereof.

Licensor hereby further grants and conveys unto Licensee a conditional non-exclusive rail line license (the “ Rail Line License ” and, together with the Equipment Sites License and the Access License, the “ Licenses ”) to use the rail lines situated on the Refinery Site and owned by



1

Licensor, all to the extent necessary to utilize any Equipment, so long as Licensee’s use of such License rights does not unreasonably interfere with the use of the Refinery Site by Licensor, and subject to any reasonable rules, regulations and requirements imposed by Licensor with respect to the use of the rail lines on the Refinery Site, including without limitation coordinating Licensee’s use thereof; provided, however, the Rail Line License shall be suspended during any period that the Throughput Agreement (defined below) is in effect, and during such periods Licensee shall have no right to utilize the rail lines situated on the Refinery Site.

Licensor’s grant of the Licenses hereunder is subject to all Permitted Encumbrances related to the Equipment and the Refinery Site, to the extent applicable. As used herein, the term “Permitted Encumbrances” shall mean:

(i) All legal requirements that govern or apply to the ownership, operation or transfer of such property;

(ii) Any lien for taxes that are not yet due and payable;

(iii) Materialmen’s, mechanic’s, repairmen’s, employees’, contractors’, tax and other similar liens or charges arising in the ordinary course of business for obligations that are not delinquent or that will be paid and discharged in the ordinary course of business or, if delinquent, that are being contested in good faith by appropriate action;

(iv) Preferential rights to purchase and required third party consents to assignments and similar agreements with respect to which waivers or consents are obtained from the appropriate parties;

(vi) All easements, restrictions, reservations and covenants now of record;

(vii) Any matters that are waived without reservation in writing by Assignee or otherwise released or satisfied by Assignor on or prior to the Effective Time; and

(viii) Any encumbrances that do not materially impair the continued use and operation of any of the Equipment to which they relate and do not materially affect the value of the Equipment to which they relate.

Licensee shall be permitted to pledge or collaterally assign its rights in and to this Agreement to any lender or creditor of Licensee who has a security interest in all or any part of the Equipment (each, together with such party’s successors, assigns, and designees, a “ Licensee’s Lender ”). This Agreement shall be binding upon and shall inure to the benefit of Licensee and its successors and assigns, including without limitation, any Licensee’s Lender, and Licensor agrees to be bound under this Agreement to any such successor or assign, including any Licensee’s Lender, as if the Licenses were originally granted to such successor or assign. Without limiting the generality of the foregoing, if any Licensee’s Lender acquires all or any part of the Equipment pursuant to a security interest in the Equipment granted by Licensee in favor of Licensee’s Lender, whether by foreclosure, transfer in lieu of foreclosure or otherwise, then (i)

this Agreement shall be automatically assigned to such Licensee’s Lender with respect to the Equipment acquired by such Licensee’s Lender and Licensor shall recognize such Licensee’s Lender as the “Licensee” hereunder with respect to such Equipment, and (ii) if requested by Licensee’s Lender, Licensor shall enter into a new license agreement with Licensee’s Lender with respect to the Equipment acquired by such Licensee’s Lender on substantially the same terms and conditions as this Agreement, including without limitation the right of the “Licensee” to convert this Agreement into the Converted Easement (as hereinafter defined).

This Agreement shall be binding upon and inure to the benefit of Licensor and its successors and assigns to the extent such successors and assigns control, are controlled by, or are under common control with, Licensor. Licensor agrees to give Licensee not less than 60 days’ prior written notice of Licensor’s intent to sell or otherwise transfer its rights in and to all or any part of the Refinery Site to a third-party. In the event of such a transfer to a third-party, Licensor shall use commercially reasonable efforts to obtain the agreement of such third-party to assume the obligations of Licensor under this Agreement with respect to any of the Equipment affected by the transfer to such third-party.

At any time after the expiration or termination of that certain Tulsa Equipment and Throughput Agreement dated as of August 1, 2009, by and between Licensor and Licensee, as amended or modified (the “ Throughput Agreement ”), Licensee shall have the right, in its sole discretion, to convert this Agreement and the Licenses granted herein into a perpetual easement (the “ Converted Easement ”) on the same terms and conditions as this Agreement, except that the Converted Easement shall be perpetual in nature subject to the express termination provisions set forth herein. Upon Licensee’s election, Licensor and Licensee shall execute and acknowledge such Converted Easement, and thereafter Licensee shall have the right to record the Converted Easement in the real property records of the county in which the Equipment Sites and Refinery Site are located.

The Licenses granted hereunder are coupled with an interest. Accordingly, this Agreement may not be terminated in whole or in part except (a) with the mutual consent of Licensor and Licensee, (b) if Licensor purchases or otherwise acquires or obtains ownership of all or any part of the Equipment, in which event this Agreement shall automatically terminate with respect to such acquired Equipment, (c) if any Equipment is destroyed and not rebuilt, dismantled, removed, or moved from the location on which it existed as of the Effective Time, in which event this Agreement shall automatically terminate with respect to any such Equipment, (d) if Licensee (or its successors or assigns) no longer owns all or any part of the Equipment for any other reason, in which event this Agreement shall automatically terminate with respect to any such Equipment no longer owned by Licensee (or its successors or assigns); or (e) if Licensee becomes fee title owner of any Equipment Sites, in which event this Agreement shall automatically terminate with respect to any Equipment situated on the Equipment Sites so owned by Licensee.

Licensor and Licensee agree to execute, acknowledge and deliver to each other such additional instruments, notices and documents, and to do all such other and further acts and things, as may be reasonably necessary or useful to more fully and effectively evidence and effect the grant and conveyance by Licensor to Licensee of the Licenses granted hereunder or intended to be so granted. Without limiting the generality of the foregoing, if this Agreement (or

any Converted Easement) automatically terminates with respect to any or all of the Equipment, Licensor shall be permitted, and Licensee hereby authorizes Licensor, to file or record any instrument in any public records as Licensor deems to be appropriate evidencing such termination in whole or in part of this Agreement; Licensee hereby acknowledges and agrees that any such instrument does not need to be executed or notarized by Licensee to be effective.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oklahoma without regard to any conflicts of law rule that would direct application of the laws of another jurisdiction. All Exhibits attached hereto are hereby made a part hereof and incorporated herein by this reference. References in such Exhibits to instruments on file in the public records are made for all purposes. Unless provided otherwise, all recording references in such Exhibits are to the appropriate records of the counties in which the Licenses are located. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Separate grants of certain parts of the Licenses may be executed on officially approved forms by Licensor to Licensee in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Any such separate assignments or counterparts shall be deemed to contain all of the exceptions, reservations, rights, titles, powers and privileges set forth herein as fully as though they were set forth in each such assignment or counterpart. The interests conveyed by such separate assignments or counterparts are the same, and not in addition to, the Licenses conveyed herein.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

EXECUTED effective for all purposes as of the Effective Time.


LICENSOR: HOLLY REFINING & MARKETING — TULSA LLC , a Delaware limited liability company
By:
	Name:	David L. Lamp
	Title:	President


STATE OF TEXAS		§
		§
COUNTY OF DALLAS		§

This instrument was acknowledged before me on , 2009 by David L. Lamp, President of Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company, on behalf of said limited liability company.




	Notary Public, State of Texas

[Signature Page to Equipment Sites and Access License Agreement]


LICENSEE: HEP TULSA LLC , a Delaware limited liability company
By:
	Name:	David G. Blair
	Title:	Senior Vice President


STATE OF TEXAS		§
		§
COUNTY OF DALLAS		§

This instrument was acknowledged before me on , 2009 by David G. Blair, Senior Vice President of HEP Tulsa LLC, a Delaware limited liability company, on behalf of said limited liability company.




	Notary Public, State of Texas

List Of Exhibits:

Exhibit A —Equipment Sites
Exhibit B — Refinery Site

[Signature Page to Equipment Sites and Access License Agreement]

EXHIBIT A
EQUIPMENT SITES

Lube Oil Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08“W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 1893.74 FEET AND N88°27’52“E 261.85 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°19’08“W 52.91 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°40’52“E 15.00 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N00°19’08“W 6.00 FEET TO A CORNER OF THIS TRACT; THEN N89°40’52“E 9.0 FEET TO A CORNER OF THIS TRACT; THEN S00°19’08“E 6.00 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N89°40’52’’E PARALLEL TO EXISTING RAIL ROAD TRACKS A DISTANCE OF 339.08 FEET TO A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 356.35 FEET, A CHORD BEARS N69°07’44’’E A DISTANCE OF 215.13 FEET, THE ARC DISTANCE OF 218.54 TO A CORNER ON THIS TRACT; THEN N44°39’23“E PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 15.49 FEET; THEN S44°34’23’’E 13.00 FEET TO THE MOST EASTERLY CORNER OF THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 534.24 FEET, A CHORD BEARS S51°56’12“W A DISTANCE OF 148.75 FEET, THE ARC DISTANCE OF 149.23 FEET TO A CORNER ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 377.33 FEET, A CHORD BEARS S75°25’55“W A DISTANCE OF 158.55 FEET, THE ARC DISTANCE OF 159.74 FEET TO A CORNER ON THIS TRACT; THEN S89°40’52“W PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 313.24 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.60 ACRES MORE OR LESS.

As depicted in Drawing Number 1, shown on the next page.

A-1

Depiction

A-2

Wax Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 691.7 FEET AND N01°28’34“W 2010.63 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN N00°59’54“W 34.00 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°00’06“E PARALLEL TO EXISTING RAILROAD TRACKS A DISTANCE OF 294.40 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°59’54“E 34.00 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S89°00’06“W PARALLEL TO SAID RAILROAD TRACKS AT 137.40 FEET AN EXISTING BUILDING CORNER, IN ALL 294.40 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.23 ACRES MORE OR LESS.

As depicted in Drawing Number 2, shown on the next page.

A-3

Depiction

A-4

Black Oil Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N88°31’26“E ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 329.04 FEET AND N01°28’34“W 2861.75 FEET FROM THE SOUTH QUARTER CORNER OF SAID SECTION; THEN N01°14’56“W 43.55 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N88°45’04“E PARALLEL TO EXISTING RAILROAD TRACKS A DISTANCE OF 284.00 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S01°14’56“E 43.55 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S88°45’04“W PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 284.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.28 ACRES MORE OR LESS.

As depicted in Drawing Number 3, shown on the next page.

A-5

Depiction

A-6

Lube Oil Truck Rack

Legal Description

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08“W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 1603.57 FEET AND N88°27’52“E 23.72 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°23’48“W 101.00 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N89°56’41“W 12.42 FEET A CORNER OF THIS TRACT; THEN N00°20’56“W 45.02 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°01’35“E 103.22 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°34’14“E 147.43 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S89°46’45“W 91.28 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.32 ACRES MORE OR LESS.

As shown in Drawing Number 4, shown on the next page.

A-7

Depiction

A-8

Extract Truck Rack

Legal Description

BEGINNING AT THE SOUTHEAST CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 952.02 FEET AND N01°28’34“W 2606.48 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN S89°02’24“W 94.20 FEET TO THE SOUTHWEST CORNER OF THIS TRACT; THEN N00°57’36“W 29.00 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°02’24“E 94.20 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°57’36’’E 29.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.06 ACRES MORE OR LESS.

As depicted in Drawing Number 5, shown on the next page.

A-9

Depiction

A-10

Wax Truck Rack

Legal Description

BEGINNING AT THE SOUTHEAST CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 665.37 FEET AND N01°28’34“W 2090.64 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN N89°53’03“W 29.16 FEET TO THE SOUTHWEST CORNER OF THIS TRACT; THEN N00°03’20“W 72.18 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN S89°53’03“E 29.16 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°03’20“E 72.18 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.05 ACRES MORE OR LESS.

As depicted in Drawing Number 7, shown on the next page.

A-11

Depiction

A-12

Extract Rail Rack

Legal Description

BEGINNING AT A CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 1017.18 FEET AND N01°28’34“W 2224.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN S89°04’59’’W 24.00 FEET TO A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1559.00 FEET, A CHORD BEARS S03°03’27“W A DISTANCE OF 204.55 FEET, THE ARC DISTANCE OF 204.70 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 487.37 FEET, A CHORD BEARS S16°50’55“W A DISTANCE OF 153.54 FEET, THE ARC DISTANCE OF 154.18 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 986.95 FEET, A CHORD BEARS S25°46’14“W A DISTANCE OF 84.85 FEET, THE ARC DISTANCE OF 84.88 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 187.24 FEET, A CHORD BEARS S28°58’59“W A DISTANCE OF 21.68 FEET, THE ARC DISTANCE OF 21.69 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 478.06 FEET, A CHORD BEARS S32°52’53“W A DISTANCE OF 44.90 FEET, THE ARC DISTANCE OF 44.92 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 287.83 FEET, A CHORD BEARS S20°42’10“W A DISTANCE OF 77.17 FEET, THE ARC DISTANCE OF 77.41 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1422.00 FEET, A CHORD BEARS S16°13’21“W A DISTANCE OF 77.13 FEET, THE ARC DISTANCE OF 77.14 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 726.13 FEET, A CHORD BEARS S07°59’58’’W A DISTANCE OF 87.96 FEET, THE ARC DISTANCE OF 88.02 FEET TO A POINT ON THIS TRACT; THEN N00°15’58“E 85.26 FEET TO A POINT ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1417.30 FEET, A CHORD BEARS N16°07’21“E A DISTANCE OF 81.92 FEET, THE ARC DISTANCE OF

A-13

81.92 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 298.83 FEET, A CHORD BEARS N23°43’15“E A DISTANCE OF 110.57 FEET, THE ARC DISTANCE OF 111.21 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 130.85 FEET, A CHORD BEARS N32°45’18“E A DISTANCE OF 30.02 FEET, THE ARC DISTANCE OF 30.08 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1064.97 FEET, A CHORD BEARS N25°48’28“E A DISTANCE OF 89.65 FEET, THE ARC DISTANCE OF 89.67 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 476.26 FEET, A CHORD BEARS N16°51’25“E A DISTANCE OF 150.20 FEET, THE ARC DISTANCE OF 150.83 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1548.20 FEET, A CHORD BEARS N01°04’11“E A DISTANCE OF 309.75 FEET, THE ARC DISTANCE OF 310.27 FEET TO A POINT ON THIS TRACT; THEN N05°51’48“E PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 184.09 FEET TO A POINT ON THIS TRACT; THEN N84°08’12“E 21.00 FEET TO A POINT ON THIS TRACT; THEN S05°51’48“E PARALLEL TO SAID RAILROAD TRACKS, A DISTANCE OF 164.13 FEET TO A POINT ON THIS TRACT; THEN N84°08’12“E 14.29 FEET TO A POINT ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN SOUTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1583.07 FEET, A CHORD BEARS S03°03’49“E A DISTANCE OF 130.18 FEET, THE ARC DISTANCE OF 130.22 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.37 ACRES MORE OR LESS.

As depicted in Drawing Number 8, shown on the next page.

A-14

Depiction

A-15

Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack (1 of 2)

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, I.B.M., TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT. A POINT ON A CURVE TO THE RIGHT, WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 983.65 FEET AND N01°28’34“W 383.08 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN NORTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 598.23 FEET, A CHORD BEARS N50°45’44“W A DISTANCE OF 227.30 FEET, THE ARC DISTANCE OF 228.69 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 363.91 FEET, A CHORD BEARS N34°33’13“W A DISTANCE OF 100.86 FEET, THE ARC DISTANCE OF 101.18 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 655.33 FEET, A CHORD BEARS N24°09’54“W A DISTANCE OF 118.72 FEET, THE ARC DISTANCE OF 118.88 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1212.40 FEET, A CHORD BEARS N20°53’35“W A DISTANCE OF 79.80 FEET, THE ARC DISTANCE OF 79.80 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N78°02’59“E 18.48 FEET TO THE NORTHEAST CORNER OF THIS TRACT AND TO A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 547.33 FEET, A CHORD BEARS S12°34’20“E A DISTANCE OF 15.77 FEET, THE ARC DISTANCE OF 15.77 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 597.85 FEET, A CHORD BEARS S16°16’30“E A DISTANCE OF 61.72 FEET, THE ARC DISTANCE OF 61.75 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 611.68 FEET, A CHORD BEARS S24°09’59“E A DISTANCE OF 117.15 FEET, THE ARC DISTANCE OF 117.33 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 353.22 FEET, A CHORD BEARS S34°33’09“E A DISTANCE OF 98.33 FEET, THE ARC DISTANCE OF 98.65 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 587.23 FEET, A CHORD BEARS S50°49’03“E A DISTANCE OF 224.74 FEET, THE ARC DISTANCE OF 226.14 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S35°29’00“W 11.09 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.14 ACRES MORE OR LESS.

As depicted in Drawing Number 9, 10, 11 (09110497_10), shown on the next page.

A-16

Depiction

A-17

Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack (2 of 2)

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH; RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT A POINT ON A CURVE TO THE RIGHT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 1285.28 FEET AND N01°28’34“W 800.28 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN NORTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1214.33 FEET, A CHORD BEARS N15°28’53“W A DISTANCE OF 148.86 FEET, THE ARC DISTANCE OF 148.96 FEET TO A POINT ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1785.21 FEET, A CHORD BEARS N07°32’23“W A DISTANCE OF 330.39 FEET, THE ARC DISTANCE OF 330.86 FEET TO A POINT ON THIS TRACT; THEN N00°59’51“W 626.16 FEET TO THE MOST WESTERLY NORTHWEST CORNER OF THIS TRACT; THEN N89°00’09“E 19.89 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N00°24’17“W 241.44 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN S89°44’02“E 97.80 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°15’58“W 683.71 FEET TO A CORNER ON THIS TRACT; THEN S01°26’41“E 301.77 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1058.04 FEET, A CHORD BEARS S02°25’02“W A DISTANCE OF 146.28 FEET, AN ARC DISTANCE OF 146.40 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 460.82 FEET, A CHORD BEARS S02°40’21“W A DISTANCE OF 146.79 FEET, THE ARC DISTANCE OF 147.42 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 545.40 FEET, A CHORD BEARS S08°47’27“E A DISTANCE OF 56.24 FEET, THE ARC DISTANCE OF 56.26 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S78°02’59“W 22.50 FEET TO THE POINT OF BEGINNING AND CONTAINING 2.89 ACRES MORE OR LESS.

As depicted in Drawing Number 9, 10, 11 (09110497_11), shown on the next page.

A-18

Depiction

A-19

SW MEK Tank 702 Truck Rack

Legal Description

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08“W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 2258.99 FEET AND N88°27’52“E 306.37 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°05’13“W 80.00 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°54’47“E 22.00 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°05’13“E 80.00 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S89°54’47“W 22.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.04 ACRES MORE OR LESS.

As depicted in Drawing Number 13, shown on the next page.

A-20

Depiction

A-21

EXHIBIT B
REFINERY SITE

Tract A

The Southeast Quarter of the Southwest Quarter (SE/4 SW/4) lying North of the North line of the A. V. & W. Railway Railroad Right-of-Way and Government Lots Four (4), Five (5), Six (6) and Seven (7), Section Nine (9), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract B

The West Half (W/2) of the Southeast Quarter (SE/4) lying North of the Right-of-Way of the St. Louis and San Francisco Railroad, Section Nine (9), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract C

The East Half (E/2) of the Southeast Quarter (SE/4) lying North of the Right-of-Way of the St. Louis and San Francisco Railroad, Section Nine (9), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

TRACT D INTENTIONALLY OMITTED.

Tract E

Government Lots One (1) and Two (2), Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract F

Government Lot Three (3) and the Southeast Quarter of the Northwest Quarter (SE/4 NW/4) of Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract G

The North Half (N/2) of the Southwest Quarter (SW/4) of Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

B-1

Tract H

All that part of the Southwest Quarter of the Southwest Quarter (SW/4 SW/4) of Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, lying North of the Northerly line of the St. Louis and San Francisco Railroad Right-of-Way, LESS the following described tract, to-wit:

BEGINNING at a point of intersection of the West line of said Section 10 with the North line of the St. Louis and San Francisco Railroad Right-of-Way; thence in a Easterly direction along the North line of said Railroad Right-of-Way, a distance of 522.3 feet to a point; thence in a Northerly direction parallel with the West line of said Section 10, a distance of 427 feet; thence in a Westerly direction parallel with the South line of said Section 10, a distance of 522 feet to a point on the West line of said Section 10; thence in a Southerly direction, along the West line of said Section 10, a distance of 407.8 feet to the Point of Beginning.

Tract I

All of the Southeast Quarter of the Southwest Quarter (SE/4 SW/4) of Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract J

The Southwest Quarter (SW/4) of the Northeast Quarter (NE/4) and Government Lot 4 of Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract K

The North Half (N/2) of the Southeast Quarter (SE/4) and that part of the Southeast Quarter of the Southeast Quarter (SE/4 SE/4) lying North of the Arkansas Valley and Western Railroad, right-of-way Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract L

The Southwest Quarter of the Southeast Quarter (SW/4 SE/4) of Section Ten (10), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof.

Tract M

Two (2) tracts of land in the West Half (W/2) of Section Eleven (11), Township Nineteen (19) North, Range Twelve (12) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof, being more particularly described as follows, to-wit:

B-2

BEGINNING at a point on the South line of the 17th Street, in the City of Tulsa, Oklahoma, said point being 1096.79 feet North of the Northerly Right-of-Way line of the Perry Sub-Main track and 25 feet East of the West line said Section 11; thence East along the South line of said West 17th Street, a distance of 711.26 feet to the West Right-of-Way line of the St. Louis-San Francisco Railway Co.; thence Southwesterly on said Right-of-Way line at a bearing of the South 9°54’22” West, a distance of 622.19 feet, to its junction with the Northerly Right-of-Way line said Perry Sub-Main track; thence South 26°28’54” West a distance of 0.00 feet; thence continuing Southwesterly along the Northerly Right-of-Way line said Perry Sub-Main track on a curve to the right having a radius of 894.88 feet, a distance of 793.28 feet to a point; said point being 372.64 feet North and 25 feet East of the Southwest comer of Section 11; thence North along the East line of the South Union Avenue in the City of Tulsa, Oklahoma, bearing North 0°01’00” West a distance of 1096.79 feet to the Point of Beginning.

AND

BEGINNING at a point at the junction of the North line of West 17th Street in the City of Tulsa, State of Oklahoma, and the West line of said Section 11, said point being 1539.39 feet North of the Southwest corner of said Section 11; thence North along the West line of said Section 11 a distance of 2004.61 feet to the Meander corner of Section 10 and 11, Township 19 North, Range 12 East; thence Southeasterly along the U.S. Government Meander Line of the Arkansas River, at a bearing of South 80°00’00” East a distance of 693.00 feet to a point; thence South 57°00’00” East a distance of 667.29 feet to the intersection of said Meander line with the West Right-of-Way line of the St. Louis-San Francisco Railway Co.; thence Southwesterly along said Railroad Right-of-Way line on a bearing of South 27°39’12” West a distance of 254.99 feet; thence continuing along said West Railroad Right-of-Way line on a curve to the left having a radius of 3038.39 feet a distance of 941.13 feet; thence South 9°54’22” West along said West Railroad Right-of-Way line a distance of 424.38 feet to a point of junction with the North line of said West 17th Street; thence Westerly along the North line of said West 17th Street on a bearing of North 89°11’33” West a distance of 748.48 feet to the Point of Beginning.

B-3

EXHIBIT B

Form of Bill of Sale

B-1

BILL OF SALE AND ASSIGNMENT


STATE OF OKLAHOMA	§
	§	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TULSA	§

THAT Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company (“ Grantor ”), in consideration of the deliveries by the various parties to the Purchase Agreement (as hereinafter defined) as provided for therein, the receipt and sufficiency of which are hereby acknowledged, does hereby sell, convey, transfer, assign and deliver unto HEP Tulsa LLC, a Delaware limited liability company (“ Grantee ”), pursuant to that certain Asset Purchase Agreement, dated as of August 1, 2009 (the “ Purchase Agreement ”), by and between the Grantor and the Grantee, all of its right, title and interest in and to those certain truck and rail loading/unloading equipment located at the Tulsa Refinery (the “ Transferred Assets ”), more particularly described in Exhibit A attached hereto and incorporated herein by reference and situated on the real property described on Exhibit B attached hereto and incorporated herein by reference. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Purchase Agreement.

This Bill of Sale and Assignment shall be subject to the terms and conditions set forth in the Purchase Agreement, the Ancillary Documents and the Omnibus Agreement and nothing contained in this Bill of Sale and Assignment shall be construed to limit, terminate or expand the representations, warranties and covenants set forth in the Purchase Agreement, the Ancillary Documents and the Omnibus Agreement.

Nothing in this Bill of Sale and Assignment, express or implied, is intended or shall be construed to confer upon, or to give to, any person, firm, corporation or other entity other than the Grantor, the Grantee, and their respective successors and assigns, any right or remedy under or by reason of this Bill of Sale and Assignment or any term, covenant or condition hereof, and all the terms, covenants, conditions, promises and agreements contained in this Bill of Sale and Assignment shall be for the sole and exclusive benefit of the Grantor, the Grantee and their respective successors and assigns.

Except to the extent that the laws of the State of Oklahoma mandatorily apply to transfers of assets located in such state, the terms and conditions of this Bill of Sale and Assignment shall be governed and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions.

[SIGNATURE PAGE FOLLOWS]

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC
Bill Of Sale And Assignment

IN WITNESS WHEREOF , the undersigned has executed this Bill of Sale and Assignment as of this 1 ^st day of August, 2009.


	HOLLY REFINING & MARKETING — TULSA LLC
	By:
		David L. Lamp
		President

Holly Refining & Marketing — Tulsa LLC
HEP Tulsa LLC
Signature Page to Bill Of Sale And Assignment

EXHIBIT A

Transferred Assets

#1. Lube Oil Rail Rack — A covered finished lube oil rail car loading rack consisting of 10 rail spots, 12 loading arms, two loading lines, a gear oil line, steam, air and water lines. There are rail tracks located on both the north and south sides of this loading rack. The rack is used to load multiple finished lube oil products. The rack is located in Section 11, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

#2. Wax Rail Car Rack — An uncovered wax loading rack consisting of four rail spots. The rack is served by two tracks. The rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

#3. Black Oil Rail Rack — An uncovered black oil rail car loading rack consisting of four rail loading arms and a total of seven car loading capabilities. There are two tracks at this rack which serve both the north and south sides of this rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

#4. Lube Oil Truck Rack — A covered four bay lube oil loading rack. There are eight loading spots and the capability to load two trucks at one time. There are scales on each bay, however, the scale on bay two and four are not functional at this time. This rack is located in Section 11, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

#5. Extract Truck Rack — A covered single bay truck rack for loading finished extract products. There is a scale at this loading rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M. Tulsa County, Oklahoma.

[NOTE: There is No #6.]

#7. Wax Truck Rack — A covered single bay truck rack for loading finish waxes. There is a scale at this loading rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

#8. Extract Rail Rack — An uncovered four spot finished extract loading rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

#9. Bright Stock Rail Rack — An uncovered bright stock rail car loading rack consisting of eight rail spots and dual tracks with four loading arms.

#10. Diesel Rail Car Loading Rack — An uncovered diesel rail car loading rack with the capability of loading seven cars through the four rail loading arms. This rack has dual tracks.

#11. L-70 Rail Rack — An uncovered rail car loading rack consisting of three rail spots. This rack has dual tracks.

EXHIBIT A-1

#12. Soft Wax MEK Truck Rack — An uncovered truck loading rack with a single spot. There is no scale at this location. This rack is located in Section 11, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma.

EXHIBIT A-2

EXHIBIT B

Location of Transferred Assets

Lube Oil Rail Rack

Legal Description

As depicted in Drawing Number 1, shown on the next page.

EXHIBIT B-1

Depiction

EXHIBIT B-2

Wax Rail Rack

Legal Description

As depicted in Drawing Number 2, shown on the next page.

EXHIBIT B-3

Depiction

EXHIBIT B-4

Black Oil Rail Rack

Legal Description

As depicted in Drawing Number 3, shown on the next page.

EXHIBIT B-5

Depiction

EXHIBIT B-6

Lube Oil Truck Rack

Legal Description

As shown in Drawing Number 4, shown on the next page.

EXHIBIT B-7

Depiction

EXHIBIT B-8

Extract Truck Rack

Legal Description

As depicted in Drawing Number 5, shown on the next page.

EXHIBIT B-9

Depiction

EXHIBIT B-10

Wax Truck Rack

Legal Description

As depicted in Drawing Number 7, shown on the next page.

EXHIBIT B-11

Depiction

EXHIBIT B-12

Extract Rail Rack

Legal Description

EXHIBIT B-13

As depicted in Drawing Number 8, shown on the next page.

EXHIBIT B-14

Depiction

EXHIBIT B-15

Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack (1 of 2)

Legal Description

As depicted in Drawing Number 9, 10, 11 (09110497_10), shown on the next page.

EXHIBIT B-16

Depiction

EXHIBIT B-17

Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack (2 of 2)

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH; RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

As depicted in Drawing Number 9, 10, 11 (09110497_11), shown on the next page.

EXHIBIT B-18

Depiction

EXHIBIT B-19

SW MEK Tank 702 Truck Rack

Legal Description

As depicted in Drawing Number 13, shown on the next page.

EXHIBIT B-20

Depiction

EXHIBIT B-21

EXHIBIT C

Form of Tulsa Equipment and Throughput Agreement

(Incorporated by reference to Exhibit 10.3 of Holly Energy Partners, L.P.’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 6, 2009.)

C-1

EXHIBIT D

Form of Restated Omnibus Agreement

(Incorporated by reference to Exhibit 10.2 of Holly Energy Partners, L.P.’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 6, 2009.)

D-1

EXHIBIT E

Form of Purchase Option Agreement

(Incorporated by reference to Exhibit 10.4 of Holly Energy Partners, L.P.’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 6, 2009.)

E-1

SCHEDULE 1.1

Transferred Assets

The following descriptions are of the above ground loading equipment located at the Tulsa Refinery that are being transferred to the Buyer. The drawings attached to this Schedule 1.1 show the detail of the rail track footage to be purchased by the Buyer. All other above ground piping and improvements located on these drawings will be purchased by the Buyer.

#1. Lube Oil Rail Rack — A covered finished lube oil rail car loading rack consisting of 10 rail spots, 12 loading arms, two loading lines, a gear oil line, steam, air and water lines. There are rail tracks located on both the north and south sides of this loading rack. The rack is used to load multiple finished lube oil products. The rack is located in Section 11, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 1 for more detail.

#2. Wax Rail Car Rack — An uncovered wax loading rack consisting of four rail spots. The rack is served by two tracks. The rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 2 for more detail.

#3. Black Oil Rail Rack — An uncovered black oil rail car loading rack consisting of four rail loading arms and a total of seven car loading capabilities. There are two tracks at this rack which serve both the north and south sides of this rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 3 for more detail.

#4. Lube Oil Truck Rack — A covered four bay lube oil loading rack. There are eight loading spots and the capability to load two trucks at one time. There are scales on each bay, however, the scale on bay two and four are not functional at this time. This rack is located in Section 11, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 4 for more detail.

#5. Extract Truck Rack — A covered single bay truck rack for loading finished extract products. There is a scale at this loading rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M. Tulsa County, Oklahoma. See Drawing Number 5 for more detail.

#6. [Intentionally omitted]

#7. Wax Truck Rack — A covered single bay truck rack for loading finish waxes. There is a scale at this loading rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 7 for more detail.

#8. Extract Rail Rack — An uncovered four spot finished extract loading rack. This rack is located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 8 for more detail.

Schedule 1.1 - 1

#9. Bright Stock Rail Rack — An uncovered bright stock rail car loading rack consisting of eight rail spots and dual tracks with four loading arms.

#10. Diesel Rail Car Loading Rack — An uncovered diesel rail car loading rack with the capability of loading seven cars through the four rail loading arms. This rack has dual tracks.

#11. L-70 Rail Rack — An uncovered rail car loading rack consisting of three rail spots. This rack has dual tracks.

Racks 9, 10, and 11 are contiguous racks served by dual tracks located in Section 10, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawings Numbered 9, 10 and 11 for more detail.

#12. [Intentionally omitted]

#13. Soft Wax MEK Truck Rack — An uncovered truck loading rack with a single spot. There is no scale at this location. This rack is located in Section 11, Township 19 North, Range 12 East, I.B.M., Tulsa County, Oklahoma. See Drawing Number 13 for more detail.

The Parties agree that the Transferred Assets do not include the following loading racks located at the Tulsa Refinery (which loading racks are owned by Seller or its affiliates):

	•		The Gasoline/Diesel Fuel/Jet Fuel truck loading rack

	•		The Asphalt Resid rail car loading rack and the Asphalt Resid truck loading dock

Schedule 1.1 - 2

Drawing Number 1

Schedule 1.1 - 3

Drawing Number 2

Schedule 1.1 - 4

Drawing Number 3

Schedule 1.1 - 5

Drawing Number 4

Schedule 1.1 - 6

Drawing Number 5

Schedule 1.1 - 7

Drawing Number 7

Schedule 1.1 - 8

Drawing Number 8

Schedule 1.1 - 9

Drawing Number 9, 10 and 11

Schedule 1.1 - 10

Drawing Number 9, 10 and 11 (continued)

Schedule 1.1 - 11

Drawing Number 13

Schedule 1.1 - 12

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT

among

HOLLY CORPORATION

HOLLY ENERGY PARTNERS, L.P.

and

CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES

EXECUTION VERSION

TABLE OF CONTENTS


			Page

Article I	Definitions			2
	1.1	Definitions		2

Article II	Business Opportunities			8
	2.1	Restricted Businesses		8
	2.2	Permitted Exceptions		8
	2.3	Procedures		8
	2.4	Scope of Prohibition		10
	2.5	Enforcement		10
	2.6	Limitation on Acquisitions of Subject Assets by Partnership Group Members		11

Article III	Indemnification			11
	3.1	Environmental Indemnification		11
	3.2	Limitations Regarding Environmental Indemnification		13
	3.3	Right of Way Indemnification		13
	3.4	Additional Indemnification		14
	3.5	Indemnification Procedures		14
	3.6	Limitation on Indemnification Obligations		16
	3.7	Exclusion from Indemnification		16

Article IV	General and Administrative Expenses			16
	4.1	General		16

Article V	Right of First Refusal			17
	5.1	Holly Right of First Refusal: Prohibition on Transfer of
		Refinery Related Assets		17
	5.2	Procedures		18

Article VI	Holly Purchase Option			20
	6.1	Option to Purchase Tulsa Transferred Assets		20

Article VII	Miscellaneous			20
	7.1	Choice of Law		20
	7.2	Arbitration Provision		20
	7.3	Notice		21
	7.4	Entire Agreement		22
	7.5	Termination of Article II		22
	7.6	Amendment or Modification		22
	7.7	Assignment		23
	7.8	Additional Partnership Entities		23
	7.9	Counterparts		23
	7.10	Severability		23
	7.11	Further Assurances		23
	7.12	Rights of Limited Partners		23
	7.13	Headings		23


		Page

7.14	UNEV Option Agreement		23
7.15	Limitation of Damages		23

SECOND AMENDED AND RESTATED

OMNIBUS AGREEMENT

THIS SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT is being entered into on August 1, 2009 (the “ Agreement ”), by and among Holly Corporation, a Delaware corporation (“ Holly ”), the other Holly Entities (as defined herein) listed on the signature pages hereto, Holly Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”), and the other Partnership Entities (as defined herein) listed on the signature pages hereto, and amends and restates in its entirety the Amended and Restated Omnibus Agreement entered into on June 1, 2009 (as amended, the “ First Amended Omnibus Agreement ”) among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership (“ Navajo Pipeline ”), Holly Logistic Services, L.L.C., a Delaware limited liability company (“ Holly GP ”), HEP Logistics Holdings, L.P., a Delaware limited partnership (the “ General Partner ”), the Partnership, HEP Logistics GP, L.L.C., a Delaware limited liability company (the “ OLP GP ”), and Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “ Operating Partnership ”).

RECITALS:

WHEREAS, the Parties entered into an Omnibus Agreement on July 13, 2004 (as amended, the “ Original Omnibus Agreement ”) to evidence their agreement, as more fully set forth in Article II , with respect to those business opportunities that the Holly Entities and Holly GP would not engage in, directly or indirectly, during the term of the Original Omnibus Agreement unless the Partnership declined to engage in any such business opportunity for its own account;

WHEREAS, the Parties entered into the Original Omnibus Agreement to evidence their agreement, as more fully set forth in Article III , with respect to certain indemnification obligations of the Parties to each other;

WHEREAS, the Parties entered into the Original Omnibus Agreement to evidence their agreement, as more fully set forth in Article IV , with respect to the amount to be paid by the Partnership for the general and administrative services to be performed by Holly and its Affiliates (as defined herein) for and on behalf of the Partnership Entities and their Subsidiaries;

WHEREAS, the Parties entered into the Original Omnibus Agreement to evidence their agreement, as more fully set forth in Article V , with respect to Holly’s right of first refusal relating to the Assets (as defined herein);

WHEREAS, in connection with that certain LLC Interest Purchase Agreement dated as of June 1, 2009, by and among Holly, Navajo Pipeline and the Operating Partnership, pursuant to which Navajo Pipeline transferred and conveyed to the Operating Partnership, and the Operating Partnership has acquired, all of the limited liability company interests of Lovington-Artesia, L.L.C., the entity that owns the 16” Lovington/Artesia Intermediate Pipeline (as defined herein), the Parties amended and restated the Original Omnibus Agreement and entered into the First Amended Omnibus Agreement

WHEREAS, in connection with that certain Asset Purchase Agreement dated as of August 1, 2009, by and between Holly Refining & Marketing — Tulsa LLC and HEP Tulsa LLC, pursuant to which Holly Refining & Marketing — Tulsa LLC has agreed to transfer and convey to HEP Tulsa LLC, and HEP Tulsa LLC has agreed to acquire, the Tulsa Transferred Assets (as defined herein), the Parties desire to amend and restate the First Amended Omnibus Agreement in its entirety as follows:

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I
Definitions

1.1 Definitions .

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ 8” and 10” Lovington/Artesia Intermediate Pipelines ” means the 8-inch pipeline running from Lovington, New Mexico to Artesia, New Mexico and the 10-inch pipeline running from Lovington, New Mexico to Artesia, New Mexico, each owned by Navajo Pipeline.

“ 16” Lovington/Artesia Intermediate Pipeline ” means the 16-inch pipeline running from Lovington, New Mexico to Artesia, New Mexico, owned by Lovington-Artesia, L.L.C.

“ 2004 Product Pipelines, Terminal and Related Assets ” means the assets transferred under the July 13, 2004 Contribution, Conveyance and Assumption Agreement at the time of the Partnership’s initial public offering.

“ 2008 Crude Pipelines, Tanks and Related Assets ” means the Drop-Down Assets as defined in the Purchase and Sale Agreement, dated February 25, 2008, by and among Holly, Navajo Pipeline, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, and Navajo Refining Company, L.L.C., a Delaware limited liability company, as the seller parties, and the Partnership, the Operating Partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and HEP Pipeline, L.L.C., a Delaware limited liability company, as the buyer parties.

“ Acquisition Proposal ” is defined in Section 5.2(a) .

“ Administrative Fee ” is defined in Section 4.1(a) .

“ Affiliate ” is defined in the Partnership Agreement.

“ Agreement ” is defined in the introduction to this Agreement.

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license,

agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“ Arbitrable Dispute ” means any and all disputes, Claims, controversies and other matters in question between any of the Partnership Entities, on the one hand, and any of the Holly Entities, on the other hand, arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

“ Assets ” means all of the following assets conveyed, contributed, or otherwise transferred by the Holly Entities to the Partnership Entities: (i) the 2004 Product Pipelines, Terminal and Related Assets, (ii) the 8” and 10” Lovington/Artesia Intermediate Pipelines, (iii) the 2008 Crude Pipelines, Tanks and Related Assets, (iv) the 16” Lovington/Artesia Intermediate Pipeline, the (v) the Tulsa Transferred Assets.

“ Change of Control ” means, with respect to any Person (the “ Applicable Person ”), any of the following events: (a) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person unless immediately following such sale, lease, exchange, or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities, or other property, other than any such transaction where (i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Securities of the surviving Person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) (in the case of Holly, other than a group consisting of some of all of the current control persons of Holly), being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (b) above.

“ Claim ” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“ Claimant ” is defined in Section 7.2 .

“ Closing Date ” means the date of the closing of the Partnership’s initial public offering of Common Units. For purposes of Article III , Closing Date shall mean (i) with respect to the 8” and 10” Lovington/Artesia Intermediate Pipelines, the closing date of the purchase of the 8” and 10” Lovington/Artesia Intermediate Pipelines by a Partnership Entity, (ii) with respect to the 2008 Crude Pipelines, Tanks and Related Assets, the effective date of the purchase of the 2008 Crude Pipelines, Tanks and Related Assets by a Partnership Entity, (iii) with respect to the 16” Lovington/Artesia Intermediate Pipeline, the effective date of the purchase of all of the limited liability company interests of Lovington-Artesia, L.L.C., a Delaware limited liability company, by a Partnership Entity, and (iv) with respect to the Tulsa Transferred Assets, the effective date of the purchase of the Tulsa Transferred Assets by a Partnership Entity.

“ Common Units ” is defined in the Partnership Agreement.

“ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 13, 2004, among Holly, Navajo Pipeline, Holly GP, the General Partner, the Partnership, the OLP GP, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

“ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Covered Environmental Losses ” is defined in Section 3.1 .

“ Disposition Notice ” is defined in Section 5.2(a) .

“ Environmental Laws ” means all federal, state, and local laws, statutes, rules, regulations, orders, and ordinances, now or hereafter in effect, relating to protection of the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ First Amended Omnibus Agreement ” is defined in the introduction to this Agreement.

“ First ROFR Acceptance Deadline ” is defined in Section 5.2(a) .

“ General Partner ” is defined in the introduction to this Agreement.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority

exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Hazardous Substance ” means (a) any substance that is designated, defined, or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, and (b) petroleum, crude oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.

“ Holly ” is defined in the introduction to this Agreement.

“ Holly Entities ” means Holly and each other entity listed on the signature pages hereto as Holly Entity.

“ Holly Entity ” means any of the Holly Entities.

“ Holly Group ” means the Holly Entities and any Person controlled, directly or indirectly, by Holly other than the Partnership Entities.

“ Holly Group Member ” means any member of the Holly Group.

“ Indemnified Party ” means the Partnership Entities or the Holly Entities, as the case may be, in their capacity as the parties entitled to indemnification in accordance with Article III .

“ Indemnifying Party ” means either the Partnership Entities or the Holly Entities, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III , including Section 3.6 .

“ Initial Tank Inspection ” is defined in Section 3.1(c) .

“ Initial Tank Inspection Period ” is defined in Section 3.1(c) .

“ Limited Partner ” is defined in the Partnership Agreement.

“ Navajo Pipeline ” is defined in the introduction to this Agreement.

“ Offer ” is defined in Section 2.3(b)(i) .

“ Offer Price ” is defined in Section 5.2(a) .

“ OLP GP ” is defined in the introduction to this Agreement.

“ Operating Partnership ” is defined in the introduction to this Agreement.

“ Original Omnibus Agreement ” is defined in the recitals to this Agreement.

“ Partnership ” is defined in the introduction to this Agreement.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated July 13, 2004, as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated February 28, 2005, as amended by Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated July 6, 2005, as amended by Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated April 11, 2008, as such agreement is in effect on the date of this Agreement. No amendment or modification to the Partnership Agreement subsequent to the date of this Agreement shall be given effect for the purposes of this Agreement unless consented to by each of the Parties.

“ Partnership Entities ” means the Partnership and each other entity listed on the signature pages hereto as a Partnership Entity.

“ Partnership Entity ” means any of the Partnership Entities.

“ Partnership Group ” means the Partnership Entities and any Subsidiary of any such Person, treated as a single consolidated entity.

“ Partnership Group Member ” means any member of the Partnership Group.

“ Party ” means each of the entities listed on the signature page to this Agreement, collectively the “ Parties ”.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization association, government agency or political subdivision thereof or other entity.

“ Proposed Transferee ” is defined in Section 5.2(a) .

“ Prudent Industry Practice ” means such practices, methods, acts, techniques, and standards as are in effect at the time in question that are consistent with (a) the standards generally followed by the United States pipeline and terminalling industries or (b) such higher standards as may be applied or followed by the Holly Entities in the performance of similar tasks or projects, or by the Partnership Entities in the performance of similar tasks or projects.

“ Purchase Option Agreement ” has the meaning set forth in the Asset Purchase Agreement, dated August 1, 2009, between Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company, as the seller, and HEP Tulsa LLC, a Delaware limited liability company, as the buyer.

“ Respondent ” is defined in Section 7.2 .

“ Restricted Businesses ” is defined in Section 2.1 .

“ Retained Assets ” means the pipelines, terminals and other assets and investments owned by any of the Holly Group Members on the date of the Contribution Agreement that were not

conveyed, contributed or otherwise transferred to the Partnership Entities pursuant to the Contribution Agreement or otherwise.

“ ROFR Acceptance Deadline ” means the First ROFR Acceptance Deadline or the Second ROFR Acceptance Deadline, as applicable.

“ Sale Assets ” is defined in Section 5.2(a) .

“ Second ROFR Acceptance Deadline ” is defined in Section 5.2(a) .

“ Subject Assets ” is defined in Section 2.2(c) .

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Toxic Tort ” means a claim or cause of action arising from personal injury or property damage incurred by the plaintiff that is alleged to have been caused by exposure to, or contamination by, Hazardous Substances that have been released into the environment by or as a result of the actions or omissions of the defendant.

“ Tulsa Transferred Assets ” means the Transferred Assets as defined in the Asset Purchase Agreement, dated August 1, 2009, between Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company, as the seller, and HEP Tulsa LLC, a Delaware limited liability company, as the buyer.

“ Transfer ” including the correlative terms “ Transferring ” or “ Transferred ” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) of the Assets.

“ Transferred Tanks ” is defined in Section 3.1(a)(iii) .

“ Units ” is defined in the Partnership Agreement.

“ Voting Securities ” means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

ARTICLE II
Business Opportunities

2.1 Restricted Businesses . For so long as a Holly Group Member controls the Partnership, and except as permitted by Section 2.2 , Holly GP and each of the Holly Group Members shall be prohibited from engaging in or acquiring or investing in any business having assets engaged in the following businesses (the “ Restricted Businesses ”): the ownership and/or operation of crude oil pipelines or terminals, intermediate product pipelines or terminals, refined products pipelines or terminals, truck racks or crude oil gathering systems in the continental United States.

2.2 Permitted Exceptions . Notwithstanding any provision of Section 2.1 to the contrary, Holly GP and the Holly Group Members may engage in the following activities under the following circumstances:

(a) the ownership and/or operation of any of the Retained Assets (including replacements of the Retained Assets);

(b) any Restricted Business conducted by a Holly Group Member or Holly GP with the approval of the General Partner;

(c) the ownership and/or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Holly Group Member or Holly GP after the Closing Date (the “ Subject Assets ”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of Holly), or, in the case of construction, the estimated construction cost of the Subject Assets (as determined in good faith by the Board of Directors of Holly), is less than $5 million at the time of such acquisition or completion of construction, as the case may be;

(d) the ownership and/or operation of any Subject Assets acquired by a Holly Group Member or Holly GP after the Closing Date with a fair market value (as determined in good faith by the Board of Directors of Holly) equal to or greater than $5 million at the time of the acquisition; provided , the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; and

(e) the ownership and/or operation of any Subject Assets constructed by a Holly Group Member or Holly GP after the Closing Date with a construction cost (as determined in good faith by the Board of Directors of Holly) equal to or greater than $5 million at the time of completion of construction that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership has elected not to purchase.

2.3 Procedures .

(a) In the event that Holly GP or a Holly Group Member becomes aware of an opportunity to acquire Subject Assets with a fair market value (as determined in good faith by the Board of Directors of Holly) equal to or greater than $5 million, then subject to Section 2.3(b) , then as soon as practicable, Holly GP or such Holly Group Member shall notify

the General Partner of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, Holly GP or such Holly Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, shall notify Holly GP or the Holly Group Member that either (i) the General Partner, on behalf of the Partnership, has elected not to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets, or (ii) the General Partner, on behalf of the Partnership, has elected to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets. If, at any time, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the request of Holly GP or the Holly Group Member), Holly GP or the Holly Group Member under this Section 2.3(a) may pursue such opportunity. Any Subject Assets which are permitted to be acquired by Holly GP or a Holly Group Member must be so acquired (i) within 12 months of the later to occur of (A) the date that Holly GP or the Holly Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3(a) , and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Holly GP or the Holly Group Member than were offered to the Partnership. If either of these conditions are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 2.3(a) .

(b) Notwithstanding Section 2.3(a) , in the event that (i) Holly GP or a Holly Group Member becomes aware of an opportunity to make an acquisition that includes both Subject Assets and assets that are not Subject Assets and the Subject Assets have a fair market value (as determined in good faith by the Board of Directors of Holly) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of Holly) of the total assets being considered for acquisition or (ii) Holly GP or a Holly Group Member desires to construct Subject Assets with an estimated construction cost (as determined in good faith by the Board of Directors of Holly) equal to or greater than $5 million, then Holly GP or the Holly Group Member may make such acquisition without first offering the opportunity to the Partnership or may construct such Subject Assets as long as it complies with the following procedures:

(i) Within 90 days after the consummation of the acquisition or the completion of construction by Holly GP or a Holly Group Member of the Subject Assets, as the case may be, Holly GP or the Holly Group Member shall notify the General Partner in writing of such acquisition or construction and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3(b) (the “ Offer ”). The Offer shall set forth the terms relating to the purchase of the Subject Assets and, if Holly GP or any Holly Group Member desires to utilize the Subject Assets, the Offer will also include the commercially reasonable terms on which the Partnership Group will provide services to Holly GP or the Holly Group Member to enable Holly GP or the Holly Group Member to utilize the Subject Assets. As soon as practicable, but in any event within 30 days after receipt of such written notification, the General Partner shall notify Holly GP or the Holly Group Member in writing that either (x) the General Partner has elected not to cause a Partnership Group Member to purchase the Subject Assets, in which event Holly GP or the Holly Group Member shall be forever free to continue to own or operate such Subject Assets, or (y) the General Partner has elected to cause a Partnership

Group Member to purchase the Subject Assets, in which event the following procedures shall apply.

(ii) If Holly GP or the Holly Group Member and the General Partner within 60 days after receipt by the General Partner of the Offer are able to agree on the fair market value of the Subject Assets that are subject to the Offer and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to Holly GP or the Holly Group Member to enable it to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with Holly GP or the Holly Group Member to provide services in a manner consistent with the Offer.

(iii) If Holly GP or the Holly Group Member and the General Partner are unable to agree within 60 days after receipt by the General Partner of the Offer on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to Holly GP or the Holly Group Member to enable it to utilize the Subject Assets, Holly GP or the Holly Entity and the General Partner will engage a mutually agreed upon investment banking firm to determine the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and Holly GP or the Holly Group Member are unable to agree. Such investment banking firm will determine the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and Holly GP or the Holly Group Member are unable to agree within 30 days of its engagement and furnish Holly GP or the Holly Group Member and the General Partner its determination. The fees of the investment banking firm will be split equally between Holly GP or the Holly Group Member and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and Holly GP or the Holly Group Member are unable to agree, the General Partner will have the right, but not the obligation, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm. The Partnership Group will provide written notice of its decision to Holly GP or the Holly Group Member within 30 days after the investment banking firm has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Subject Assets. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with Holly GP or the Holly Group Member to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm, if applicable.

2.4 Scope of Prohibition . Except as provided in this Article II and the Partnership Agreement, Holly GP and each Holly Group Member shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Group Member.

2.5 Enforcement . Holly GP and the Holly Group Members agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by Holly GP

and the Holly Group of the covenants and agreements set forth in this Article II , and that any breach by Holly GP or the Holly Group of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group. Holly GP and the Holly Group Members further agree and acknowledge that any Partnership Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin Holly GP and the Holly Group from such breach, and consent to the issuance of injunctive relief under this Agreement.

2.6 Limitation on Acquisitions of Subject Assets by Partnership Group Members . Notwithstanding anything in this Agreement to the contrary, a Partnership Group Member who is not a party to this Agreement is prohibited from acquiring Subject Assets. In the event the General Partner desires a Partnership Group Member who is not a party to this Agreement to acquire any Subject Assets, then the General Partner shall first cause such Partnership Group Member to become a party to this Agreement.

ARTICLE III
Indemnification

3.1 Environmental Indemnification .

(a) Subject to Section 3.2 , the Holly Entities shall indemnify, defend and hold harmless the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Entities or any third party to the extent arising out of:

(i) any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Assets, or

(ii) any event or condition associated with ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work;

but only to the extent that such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date (collectively, “ Covered Environmental Losses ”); or

(iii) the operation or ownership of any assets not transferred under this Agreement, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Woods Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets (the “ Transferred Tanks ”) except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities.

(b) To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Holly Entities refuse to provide such indemnification, then the burden of proof shall be on the Holly Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date.

(c) The Holly Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “ Initial Tank Inspection Period ”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “ Initial Tank Inspections ”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided , however , that (i) the Holly Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Holly Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be preformed during the Initial Tank Inspection Period, and (B) the Holly Entities received notice from the Partnership Entities regarding such delay at the time it occurred.

(d) The Partnership Entities shall indemnify, defend and hold harmless the Holly Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Holly Entities or any third party to the extent arising out of:

(i) any violation or correction of violation of Environmental Laws associated with the operation of the Assets by a Person other than a Holly Entity or ownership and operation of the Assets by a Person other than a Holly Entity, or

(ii) any event or condition associated with the operation of the Assets by a Person other than a Holly Entity or ownership and operation of the Assets by a Person other than a Holly Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Holly Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Holly Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work;

and only to the extent such violation complained of under Section 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided , however , that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Holly Entities.

(e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline.

3.2 Limitations Regarding Environmental Indemnification . The aggregate liability of the Holly Entities in respect of all Covered Environmental Losses under Section 3.1(a) shall not exceed (1) with respect to Assets other than the 2008 Crude Pipelines, Tanks and Related Assets, $15.0 million plus an additional $2.5 million in the case of Covered Environmental Losses related to the 8” and 10” Lovington/Artesia Intermediate Pipelines (for clarity, the first $15,000,000 million limit would apply to Covered Environmental Losses associated with the 8” and 10” Lovington/Artesia Intermediate Pipelines and the 2004 Product Pipelines, Terminal and Related Assets, while the limit between $15,000,000 and $17,500,00 would apply only to Covered Environmental Losses associated with the 8” and 10” Lovington/Artesia Intermediate Pipelines) and (2) $7.5 million in the case of Covered Environmental Losses related to the 2008 Crude Pipelines, Tanks and Related Assets. The Holly Entities will not have any obligation under Section 3.1 with respect to any Assets until the Covered Environmental Losses of the Partnership Entities exceed $200,000.

3.3 Right of Way Indemnification . The Holly Entities shall indemnify, defend and hold harmless the Partnership Entities from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Entities to the extent arising out of (a) the failure of the applicable Partnership Entity

to be the owner of such valid and indefeasible easement rights or fee ownership interests in and to the lands on which any pipeline or related pump station, tank farm or equipment conveyed or contributed or otherwise Transferred (including by way of a Transfer of the ownership interest of a Person or by operation of law) to the applicable Partnership Entity on the Closing Date is located as of the Closing Date; (b) the failure of the applicable Partnership Entity to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.3 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) above that does not allow any Asset to be operated in accordance with Prudent Industry Practice, to the extent that the Holly Entities are notified in writing of any of the foregoing within 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable.

3.4 Additional Indemnification .

(a) In addition to and not in limitation of the indemnification provided under Section 3.1(a) and Section 3.3 , the Holly Entities shall indemnify, defend, and hold harmless the Partnership Entities from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Entities to the extent arising out of (i) events and conditions associated with the operation of the Assets occurring before the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.1 and Section 3.2 ) to the extent that the Holly Entities are notified in writing of any of the foregoing within five years after the Closing Date, (ii) all legal actions pending against the Holly Entities on July 13, 2004, (iii) the completion of remediation projects at the Partnership’s El Paso, Albuquerque and Mountain Home terminals that were ongoing or scheduled as of July 13, 2004, (iv) events and conditions associated with the Retained Assets and whether occurring before or after the Closing Date, and (v) all federal, state and local tax liabilities attributable to the operation or ownership of the Assets prior to the Closing Date, including any such tax liabilities of the Holly Entities that may result from the consummation of the formation transactions for the Partnership Entities and the General Partner.

(b) In addition to and not in limitation of the indemnification provided under Section 3.1(b) or the Partnership Agreement, the Partnership Entities shall indemnify, defend, and hold harmless the Holly Entities from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Holly Entities to the extent arising out of events and conditions associated with the operation of the Assets occurring on or after the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.1 except, where a Holly Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Holly Entity), unless such indemnification would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Agreement.

3.5 Indemnification Procedures .

(a) The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Article III , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III , including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided , however , that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Article III , including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided , however , that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.5 . In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III ; provided , however , that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by all amounts recovered by the Indemnified Party under contractual indemnities (other than insurance policies) from third Persons. An Indemnified Party shall be obligated to pursue all contractual indemnities that such Indemnified Party has with third Persons outside of this Agreement, provided , however , if the Indemnified Party’s right to such indemnification is assignable, the Indemnified Party may, in its sole discretion and in lieu of pursuing such claim, elect to assign such indemnification claim to the Indemnifying Party to pursue and shall reasonably cooperate with the Indemnifying Party (including, without limitation, making its relevant books, records, officers, information and testimony reasonably available to the Indemnifying Party) in the Indemnifying Party’s pursuit of such claim. In the event the Indemnified Party recovers under a contractual indemnity from a third Person outside of this Agreement, the amount recovered, less the reasonable out-of-pocket fees and expenses

incurred by the Indemnified Party in recovering such amounts, shall reduce the amount such Indemnified Party may recover under this Article III and if the Indemnified Party receives any such amounts subsequent to an indemnification payment by the Indemnifying Party in respect of such losses, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party.

(e) The date on which notification of a claim for indemnification is received by the Indemnifying Party shall determine whether such claim is timely made.

3.6 Limitation on Indemnification Obligations .

(a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the Holly Entities in Article III , the definition of Holly Entities shall be deemed to mean solely (i) the Holly Entity or Holly Entities that own or operate, or owned or operated immediately prior to the transfer to the Partnership Entities, the Retained Asset, Asset or other property in question with respect to which indemnification is sought by reason of such Holly Entity’s or Holly Entities’ ownership or operation of the Retained Asset, Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the Partnership Entities for which it is entitled to indemnification under Article III and (ii) Holly.

(b) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the Partnership Entities in Article III , the definition of Partnership Entities shall be deemed to mean solely (i) the Partnership Entity or Partnership Entities that own or operate, or owned or operated, the Asset or other property in Partnership Entity’s or Partnership Group Entities’ ownership or operation of the Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the Holly Entities for which they are entitled to indemnification under Article III , (ii) the Partnership and (iii) the Operating Partnership.

3.7 Exclusion from Indemnification . Notwithstanding anything in this Agreement to the contrary, as used in Article III the definition of Assets shall not include the Tulsa Transferred Assets.

ARTICLE IV
General and Administrative Expenses

4.1 General

(a) The Partnership will pay Holly an administrative fee (the “ Administrative Fee ”) in the amount set forth on Schedule I to this Agreement, payable in equal quarterly installments, for the provision by Holly and its Affiliates for the Partnership Group’s benefit of all the general and administrative services that Holly and its Affiliates have traditionally provided in connection with the Assets including, without limitation, the general and administrative services listed on Schedule I to this Agreement. The General Partner may agree on behalf of the Partnership to increases in the Administrative Fee in connection with

expansions of the operations of the Partnership Group through the acquisition or construction of new assets or businesses.

(b) At the end of each year, the Partnership will have the right to submit to Holly a proposal to reduce the amount of the Administrative Fee for that year if the Partnership believes, in good faith, that the general and administrative services performed by Holly and its Affiliates for the benefit of the Partnership Group for the year in question do not justify payment of the full Administrative Fee for that year. If the Partnership submits such a proposal to Holly, Holly agrees that it will negotiate in good faith with the Partnership to determine if the Administrative Fee for that year should be reduced and, if so, by how much.

(i) salaries of employees of Holly GP, to the extent, but only to the extent, such employees perform services for the Partnership Group;

(ii) the cost of employee benefits relating to employees of Holly GP, such as 401(k), pension, and health insurance benefits, to the extent, but only to the extent, such employees perform services for the Partnership Group; and

(iii) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the services provided by the Holly and its Affiliates to the Partnership pursuant to Section 4.1(a) .

(d) Either Holly, on the one hand, or the Partnership, on the other hand, may terminate this Article IV , by providing the other with written notice of its election to do so at least six months prior to the proposed date of termination.

ARTICLE V
Right of First Refusal

5.1 Holly Right of First Refusal: Prohibition on Transfer of Refinery Related Assets .

(a) The Partnership Entities hereby grant to Holly a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Partnership Group Member) of the Assets that serve the Holly Entities’ refineries.

(b) The Partnership Entities are prohibited from Transferring any of the Assets that serve the Holly Entities’ refineries to a Partnership Group Member that is not a party to this Agreement. In the event the Partnership Entities wish to Transfer any of the Assets that serve the Holly Entities’ refineries to a Partnership Group Member that is not a party to this Agreement, they shall first cause the proposed transferee Partnership Group Member to become a party to this Agreement.

(c) The Parties acknowledge that all potential Transfers of Sale Assets pursuant to this Article V are subject to obtaining any and all required written consents of governmental authorities and other third parties and to the terms of all existing agreements in respect of the Sale Assets.

(d) Notwithstanding anything in this Agreement to the contrary, as used in Article V the definition of Assets shall not include the Tulsa Transferred Assets.

5.2 Procedures .

(a) If a Partnership Entity proposes to Transfer any of the Assets that serve the Holly Entities’ refineries to any Person pursuant to a bona fide third-party offer (an “ Acquisition Proposal ”), then the Partnership shall promptly give written notice (a “ Disposition Notice ”) thereof to Holly. The Disposition Notice shall set forth the following information in respect of the proposed Transfer: the name and address of the prospective acquiror (the “ Proposed Transferee ”), the Assets subject to the Acquisition Proposal (the “ Sale Assets ”), the purchase price offered by such Proposed Transferee (the “ Offer Price ”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Holly to reasonably determine the fair market value of such non-cash consideration, the Partnership Entities’ estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership Entities. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Holly and the Partnership Entities agree as to the fair market value of any non-cash consideration, Holly will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets within 30 days of its receipt of the Disposition Notice (the “ First ROFR Acceptance Deadline ”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Assets. In the event (i) Holly’s determination of the fair market value of any non-cash consideration described in the Disposition Notice (to be determined by Holly within 30 days of receipt of such Disposition Notice) is less than the fair market value of such consideration as determined by the Partnership Entities in the Disposition Notice and (ii) Holly and the Partnership Entities are unable to mutually agree upon the fair market value of such non-cash consideration within 30 days after Holly notifies the Partnership Entities of its determination thereof, the Partnership Entities and Holly shall engage a mutually-agreed-upon investment banking firm to determine the fair market value of the non-cash consideration. Such investment banking firm shall be instructed to return its decision within 30 days after all material information is submitted thereto, which decision shall be final. The fees of the investment banking firm will be split equally between Holly and the Partnership Entities. Holly will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets to the Partnership Entities within 30 days after the investment banking firm has submitted its determination (the “ Second ROFR Acceptance Deadline ”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision by Holly not to purchase the Sale Assets. If Holly fails to exercise a right during any applicable period set forth in this Section 5.2(a) , Holly shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Assets, but not with respect to any future offer of Assets.

(b) If Holly chooses to exercise its right of first refusal to purchase the Sale Assets under Section 5.2(a) , Holly and the Partnership Entities shall enter into a purchase and sale agreement for the Sale Assets which shall include the following terms:

(i) Holly will agree to deliver cash for the Offer Price (or any other consideration agreed to by Holly and the Partnership Entities (each in their sole discretion));

(ii) the Partnership Entities will represent that they have good and indefeasible title to the Sale Assets, subject to all recorded and unrecorded matters and all physical conditions and other matters in existence on the closing date for the purchase of the Sale Assets, plus any other such matters as Holly may approve, which approval will not be unreasonably withheld. If Holly desires to obtain any title insurance with respect to the Sale Assets, the full cost and expense of obtaining the same (including but not limited to the cost of title examination, document duplication and policy premium) shall be borne by Holly;

(iii) the Partnership Entities will grant to Holly the right, exercisable at Holly’s risk and expense, to make such surveys, tests and inspections of the Sale Assets as Holly may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Assets or interfere with the activities of the Partnership Entities thereon and so long as Holly has furnished the Partnership Entities with evidence that adequate liability insurance is in full force and effect;

(iv) Holly will have the right to terminate its obligation to purchase the Sale Assets under this Article V if the results of any searches, surveys, tests or inspections conducted pursuant to Section 5.2(b)(ii) or Section 5.2(b)(iii) above are, in the reasonable opinion of Holly, unsatisfactory;

(v) the closing date for the purchase of the Sale Assets shall, unless otherwise agreed to by Holly and the Partnership Entities, occur no later than 90 days following receipt by the Partnership Entities of written notice by Holly of its intention to exercise its option to purchase the Sale Assets pursuant to Section 5.2(a) ;

(vi) the Partnership Entities shall execute, have acknowledged and deliver to Holly a special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Sale Assets constituting real property interests conveying the Sale Assets unto Holly free and clear of all encumbrances created by the Partnership Entities other than those set forth in Section 5.2(b)(ii) above;

(vii) the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

(viii) neither the Partnership Entities nor Holly shall have any obligation to sell or buy the Sale Assets if any of the material consents referred to in Section 5.1(c) have not been obtained or such sale or purchase is prohibited by Applicable Law.

(c) Holly and the Partnership Entities shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided , however , that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then Holly shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter neither Holly nor the Partnership shall have any further obligation under this Article V with respect to such Sale Assets unless such Sale Assets again become subject to this Article V pursuant to Section 5.2(d) .

(d) If the Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 180 days after the later of the applicable ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Partnership or Partnership Entity may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article V if and to the extent then applicable.

ARTICLE VI
Holly Purchase Option

6.1 Option to Purchase Tulsa Transferred Assets . The Parties acknowledge the purchase options and right of first refusal granted to an Affiliate of Holly with respect to the Tulsa Transferred Assets in the Purchase Option Agreement.

ARTICLE VII
Miscellaneous

7.1 Choice of Law . This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

7.2 Arbitration Provision . Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section will control the rights and obligations of the parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a party (“ Claimant ”) serving written notice on the other party (“ Respondent ”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed.

If the Respondent fails for any reason to name an arbitrator within the 30 day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Holly Entities, the Partnership Entities or any of their affiliates and (ii) have not less than seven years experience in the energy industry. The hearing will be conducted in Dallas, Texas and commence within 30 days after the selection of the third arbitrator. The Holly Entities, the Partnership Entities and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the Holly Entities, the Partnership Entities or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of Holly, on behalf of the Holly Entities, and the Partnership, on behalf of the Partnership Entities, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

7.3 Notice .

Notices to the Holly Entities:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: President
Email address: president@hollycorp.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: General Counsel
Email address: generalcounsel@hollycorp.com

Notices to the Partnership Entities:

Holly Energy Partners, L.P.
c/o Holly Logistic Services, L.L.C.
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Senior Vice President
Email address: SVP-HEP@hollyenergy.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Energy Partners, L.P.
c/o Holly Logistic Services, L.L.C.
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: General Counsel
Email address: generalcounsel@hollycorp.com

(b) Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 7.3 .

7.4 Entire Agreement . This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

7.5 Termination of Article II . The provisions of Article II of this Agreement may be terminated by Holly upon a Change of Control of Holly.

7.6 Amendment or Modification . No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto . No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. Any of the exhibits or schedules to this Agreement may be amended, modified, revised or updated by the parties hereto if each of Holly (on behalf of the Holly Entities) and the Partnership (on behalf of the Partnership Entities) execute an amended, modified, revised or updated exhibit or schedule, as applicable, and attach it to this Agreement. Such amended, modified, revised or updated exhibits or schedules shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit or schedule to this Agreement and shall replace the prior exhibit or schedule, as applicable, in its

entirety, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

7.7 Assignment . No Party shall have the right to assign any of its rights or obligations under this Agreement without the consent of the other Parties hereto.

7.8 Additional Partnership Entities . In the event the General Partner desires a Partnership Group Member who is not a party to this Agreement to acquire Subject Assets or a Partnership Entity wishes to Transfer any of the Assets that serve the Holly Entities’ refineries to a Partnership Group Member who is not a party to this Agreement, then the Partnership Group Member that is the proposed acquiror of the Subject Assets or transferee of the Assets that serve the Holly Entities’ refineries may become a party to this Agreement by executing a joinder in a form reasonably satisfactory to Holly (on behalf of the Holly Entities) and the Partnership (on behalf of the Partnership Entities).

7.9 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

7.10 Severability . If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

7.11 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

7.12 Rights of Limited Partners . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

7.13 Headings . Headings of the Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretative effect whatsoever. All references in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.

7.14 UNEV Option Agreement . The Parties acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the terms and provisions of the Option Agreement, dated January 31, 2008, among Holly, Holly UNEV Pipeline Company, Navajo Pipeline, Holly GP, the General Partner, the Partnership, OLP GP and the Operating Partnership remain in full force and effect.

7.15 Limitation of Damages . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT AND

EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS SECTION, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY, INCLUDING PURSUANT TO ARTICLE III , OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT (i) AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT OR (ii) BY REASON OF OR ARISING OUT OF ANY OF THE EVENTS, CONDITIONS OR OTHER MATTERS LISTED IN SECTIONS 3.1 , 3.3 OR 3.4 WHICH THE PARTIES HAVE AGREED TO INDEMNIFY THE OTHER PARTY AGAINST, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED , HOWEVER , THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY TO A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY UNDER SECTIONS 3.1 , 3.3 OR 3.4 HEREOF, AS APPLICABLE, (y) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AGAINST SUCH INDEMNIFIED PARTY OR (z) INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT ARE A RESULT OF SUCH INDEMNIFYING PARTY’S OR ITS AFFILIATES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE). FOR PURPOSES OF THIS SECTION 7.15, “AFFILIATES” OF THE INDEMNIFYING PARTY SHALL NOT INCLUDE THE PARTNERSHIP GROUP MEMBERS WHEN A HOLLY ENTITY IS THE INDEMNIFYING PARTY AND SHALL NOT INCLUDE THE HOLLY GROUP MEMBERS WHEN THE INDEMNIFYING PARTY IS A PARTNERSHIP ENTITY.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date first written above.


	HOLLY ENTITIES: HOLLY CORPORATION
	By:	/s/ Matthew P. Clifton
		Matthew P. Clifton
		Chief Executive Officer

	HOLLY REFINING & MARKETING COMPANY — WOODS CROSS (formerly Holly Refining & Marketing Company)
	By:	/s/ Matthew P. Clifton
		Matthew P. Clifton
		Chief Executive Officer

	LOREFCO, INC.
	By:	/s/ Matthew P. Clifton
		Matthew P. Clifton
		President

	NAVAJO REFINING COMPANY, L.L.C. (formerly Navajo Refining Company, L.P.)
	By:	/s/ Matthew P. Clifton
		Matthew P. Clifton
		President

[Signature Page 1 of 4 to Second Amended and Restated Omnibus Agreement]


	NAVAJO PIPELINE CO., L.P.
	By:	/s/ Matthew P. Clifton
		Matthew P. Clifton
		President

	WOODS CROSS REFINING COMPANY, L.L.C.
	By:	/s/ David L. Lamp
		David L. Lamp
		President

	PARTNERSHIP ENTITIES: HOLLY ENERGY PARTNERS, L.P.
	By:	HEP Logistics Holdings, L.P.
		Its General Partner

	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

	HOLLY ENERGY PARTNERS — OPERATING, L.P.
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

	HOLLY LOGISTIC SERVICES, L.L.C.
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

[Signature Page 2 of 4 to Second Amended and Restated Omnibus Agreement]


	HEP LOGISTICS HOLDINGS, L.P.
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

	HEP LOGISTICS GP, L.L.C. HEP MOUNTAIN HOME, L.L.C. HEP PIPELINE GP, L.L.C. HEP PIPELINE, L.L.C. HEP REFINING GP, L.L.C. HEP REFINING, L.L.C. HEP WOODS CROSS, L.L.C. LOVINGTON-ARTESIA, L.L.C.
	By:	HOLLY ENERGY PARTNERS — OPERATING, L.P.
		Sole Member

	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

	HEP NAVAJO SOUTHERN, L.P.
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

	HEP REFINING ASSETS, L.P.
	By:	HEP Refining GP, L.L.C.
		Its General Partner

	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

[Signature Page 3 of 4 to Second Amended and Restated Omnibus Agreement]


	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP
	By:	HEP Pipeline GP, L.L.C.
		Its General Partner

	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

[Signature Page 4 of 4 to Second Amended and Restated Omnibus Agreement]

SCHEDULE I

Administrative Fee


	Amount of Annual Administrative Fee
Years beginning July 13, 2004 through June 30, 2007	$	2,000,000
Years beginning July 1, 2007 through February 29, 2008	$	2,100,000
Years beginning March 1, 2008	$	2,300,000

General and Administrative Services

	(1)		executive services

	(2)		finance, including treasury, and administration services

	(3)		information technology services

	(4)		legal services

	(5)		health, safety and environmental services

	(6)		human resources services

Schedule I-1

Exhibit 10.3

EXECUTION VERSION

TULSA EQUIPMENT AND THROUGHPUT AGREEMENT

This Tulsa Equipment and Throughput Agreement is being entered into on August 1, 2009 (this “ Agreement ”), by and between Holly Refining & Marketing — Tulsa LLC, a Delaware corporation, (“ Tulsa Refining ”), and HEP Tulsa LLC, a Delaware limited liability company (“ HEP Tulsa ”). Each of Tulsa Refining and HEP Tulsa is individually referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS:

WHEREAS, on June 1, 2009, Tulsa Refining acquired the Tulsa Refinery, including the Tulsa Loading Racks (each as defined below), from Sunoco, Inc. (R&M);

WHEREAS, on the date hereof, HEP Tulsa is acquiring the Tulsa Loading Racks from Tulsa Refining pursuant to an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) and will be granted certain access and other rights with respect to the Tulsa Loading Racks pursuant to a Facility Sites, Access and Rail Line License Agreement;

WHEREAS, HEP Tulsa is substantially dependent upon Tulsa Refining for the volumes of Products (as defined below) handled at the Tulsa Loading Racks such that a significant reduction in Tulsa Refining’s use of the Tulsa Loading Racks would likely result in a correspondingly significant reduction in the financial and commercial success of HEP Tulsa; and

WHEREAS, Tulsa Refining and HEP Tulsa desire to enter into this Agreement.

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

Section 1. Definitions

Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth below.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question, excluding, in the case of Tulsa Refining, the Partnership Group Members and excluding, in the case of HEP Tulsa, the Holly Group Members.

“ Agreement ” has the meaning set forth in the introduction.

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“ Arbitrable Dispute ” means any and all disputes, Claims, controversies and other matters in question between HEP Tulsa, on the one hand, and Tulsa Refining, on the other hand, arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

“ Asset Purchase Agreement ” has the meaning set forth in the recitals.

“ Base Tariff ” has the meaning set forth in Section 2(a)(ii) .

“ bpd ” means barrels per day.

“ Claimant ” has the meaning set forth in Section 13(f) .

“ Contract Year ” means a year that commences on July 1 and ends on the last day of June, except that the initial Contract Year shall commence on August 1, 2009.

“ Control ” (including with correlative meaning, the term “ controlled by ”) means, as used with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Deficiency Notice ” has the meaning set forth in Section 11(a) .

“ Deficiency Payment ” has the meaning set forth in Section 11(a) .

“ Force Majeure ” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the

control of the party claiming suspension and which by the exercise of due diligence such party is unable to prevent or overcome.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ HEP Tulsa ” has the meaning set forth in the introduction.

“ Holly Group ” means Holly Corporation, a Delaware corporation, and Tulsa Refining and any Subsidiary of Tulsa Refining, treated as a single consolidated entity.

“ Holly Group Member ” means any member of the Holly Group.

“ Incentive Tariff ” has the meaning set forth in Section 2(a)(ii) .

“ Indemnified Party ” means the party to this Agreement seeking indemnification under Section 5 .

“ Indemnifying Party ” means the party to this Agreement from whom indemnification is sought under Section 5 .

“ Limited Partner ” has the meaning set forth in the Partnership Agreement.

“ Minimum Revenue Commitment ” has the meaning set forth in Section 2(a)(i) .

“ Minimum Throughput ” has the meaning set forth in Section 2(a)(ii) .

“ Omnibus Agreement ” means the Second Amended and Restated Omnibus Agreement, dated as of August 1, 2009, among Holly Corporation, the Partnership and certain of their respective subsidiaries, as amended from time-to-time.

“ PPI ” has the meaning set forth in Section 2(a)(iii) .

“ Partnership ” means Holly Energy Partners, L.P., a Delaware limited partnership.

Partners, L.P., dated February 28, 2005, as amended by Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated July 6, 2005, as amended by Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated April 11, 2008, as such agreement is in effect on the date of this Agreement. No amendment or modification to the Partnership Agreement subsequent to the date of this Agreement shall be given effect for the purposes of this Agreement unless consented to by each of the parties to this Agreement.

“ Partnership Group ” means the Partnership, Holly Energy Partners — Operating, L.P. and any Subsidiary of any such Person, treated as a single consolidated entity.

“ Partnership Group Member ” means any member of the Partnership Group.

“ Party ” or “ Parties ” has the meaning set forth in the introduction.

“ Payment Obligations ” has the meaning set forth in Section 14(a) .

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Prime Rate ” means the prime rate per annum announced by Union Bank, N.A., or if Union Bank, N.A. no longer announces a prime rate for any reason, the prime rate per annum announced by the largest U.S. bank measured by deposits from time to time as its base rate on corporate loans, automatically fluctuating upward or downward with each announcement of such prime rate.

“ Products ” means gasolines, diesel fuel, jet fuel, kerosene, heating oil, distillates, transmix, liquefied petroleum gas, natural gas liquids, blend stocks, specialty lubricants, ethanol, gas oil, naphtha, coker feed, and any other feedstock or blendstock that may be moved across the Tulsa Loading Racks.

“ Purchase Option Agreement ” means the Tulsa Purchase Option Agreement, dated August 1, 2009, between Tulsa Refining and HEP Tulsa.

“ Refund ” has the meaning set forth in Section 11(c) .

“ Respondent ” has the meaning set forth in Section 13(f) .

“ Subsidiary ” means with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such

Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Term ” has the meaning set forth in Section 7 .

“ Tulsa Loading Racks ” means the loading racks described on Exhibit A attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of Tulsa Refining and HEP Tulsa.

“ Tulsa Refinery ” means the refinery owned by Tulsa Refining located at 1700 S. Union Avenue, Tulsa, Oklahoma 74107.

“ Tulsa Refining ” has the meaning set forth in the introduction.

Section 2. Agreement to Use Tulsa Loading Racks

The parties intend to be strictly bound by the commercial terms set forth in this Agreement. The principal objective of HEP Tulsa is for Tulsa Refining to meet or exceed the 12,500 bpd minimum volume commitment as calculated on a monthly basis.

(a) Throughput and Rate; Minimum Revenue Commitment . During the Term and subject to the terms and conditions of this Agreement, Tulsa Refining agrees as follows:

(i) Subject to Section 3 , Tulsa Refining will load or unload by tanker truck or rail car at the Tulsa Loading Racks an amount of Products in the aggregate that will satisfy the Minimum Revenue Commitment for each contract month. The “ Minimum Revenue Commitment ” shall be an amount of revenue to HEP Tulsa for each contract month determined by multiplying the Minimum Throughput times the Base Tariff.

(ii) Tulsa Refining will pay HEP Tulsa a fee of $0.60 per barrel (the “ Base Tariff ”), as such Base Tariff may be revised pursuant to Section 2(a)(iii) and Schedule I attached hereto, for the first 12,500 bpd of Products calculated on a monthly basis, or such other amount of Products that is mutually agreed upon by the Parties pursuant to Section 3 (the “ Minimum Throughput ”), received at or shipped from the Tulsa Loading Racks and a fee of $0.30 per barrel (the “ Incentive Tariff ”), as such Incentive Tariff may be revised pursuant to Section 2(a)(iii) and Schedule I attached hereto, for volumes in excess of the Minimum Throughput received at or shipped from the Tulsa Loading Racks. No later than 15 days after the end of each month during the Term, Tulsa Refining shall: (A) provide HEP Tulsa with a report detailing the number of barrels of Products received at or shipped from the Tulsa Refinery via the Tulsa Loading Racks for that month and (B) within ten days after receiving an invoice from HEP Tulsa, pay HEP

Tulsa the payment owed pursuant to this Section 2(a)(ii) and Section 11 . Payments not received by HEP Tulsa on or prior to the applicable payment date will accrue interest at the Prime Rate from the applicable payment date until paid.

(iii) Each of the Base Tariff and the Incentive Tariff shall be adjusted on July 1 of each Contract Year by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“ PPI ”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided , however , that such adjustment shall not exceed 3.0% in any Contract Year. The series ID is WPUSOP3000 as of December 31, 2007 — located at http://www.bls.gov/data/ . The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2006 change is: [PPI (2005) — PPI (2004)] / PPI (2004) or (155.7 — 148.5) / 148.5 or .0485 or 4.85%, which would then be rounded down to 3.0% so as not to exceed the 3.0% cap. If the PPI index change is negative in a given year then there will be no change in the Base Tariff or the Incentive Tariff. If the above index is no longer published, the Parties shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Base Tariff and the Incentive Tariff. If the Parties are unable to agree, a new index will be determined by binding arbitration in accordance with Section 13(f) , and the same method of adjustment for increases in the new index shall be used to calculate increases in the Base Tariff and the Incentive Tariff. To evidence the Parties agreement to each adjusted Base Tariff and Incentive Tariff, the Parties shall execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. Such amended, modified, revised or updated Schedule I shall be sequentially numbered (e.g. Schedule I-1 , Schedule I-2 , etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule I in its entirety, except as specified therein.

(b) Operation and Maintenance of Tulsa Loading Racks .

(i) During the Term, (1) HEP Tulsa hereby retains Tulsa Refining, and Tulsa Refining hereby accepts such retention, to (at Tulsa Refining’s sole cost and expense) manage, operate and maintain the Tulsa Loading Racks for and on behalf of HEP Tulsa; (2) HEP Tulsa hereby authorizes Tulsa Refining to do and perform any and all acts and things necessary, requisite or proper for the efficient and safe operation, maintenance, upkeep and repair of the Tulsa Loading Racks and to do all other things that Tulsa Refining deems necessary or appropriate to the accomplishment of the purposes of this Agreement, so that the Tulsa Loading Racks may be utilized to load or unload at the Tulsa Loading Racks an average of 12,500 bpd of Products; and (3) Tulsa Refining shall manage and direct such operation, maintenance, upkeep and repair in an efficient, safe and economical manner and in accordance with all valid and applicable laws, rules and regulations of governmental authorities.

(ii) During the Term, Tulsa Refining shall maintain in effect all material licenses, authorizations, permissions or permits of a Governmental Authority necessary to operate the Tulsa Loading Racks.

(i) HEP Tulsa agrees that during the Term, Tulsa Refining and its Affiliates shall have the exclusive right to use the Tulsa Loading Racks.

(ii) During the Term, Tulsa Refining agrees to carry and keep in full force and effect insurance, including, without limitation, general liability and commercial property insurance, covering the Tulsa Loading Racks for the protection of the Parties that is customary for businesses of their type.

(iii) During the Term if any of the Tulsa Loading Racks are damaged or destroyed, then Tulsa Refining shall, in its sole discretion, either (x) rebuild or repair such damaged or destroyed Tulsa Loading Racks or (y) pay HEP Tulsa an amount equal to the replacement cost of such damaged or destroyed Tulsa Loading Racks. In the event the Parties are unable to agree on the replacement cost of the Tulsa Loading Racks, the replacement cost shall be determined by binding arbitration in accordance with Section 13(f) .

(d) Equipment Expansions and Modifications . From time-to-time the parties may agree to expand or modify certain equipment covered by this Agreement, including refined products loading racks and other equipment. In connection with the expansion or modification of such equipment, the parties may agree to certain reimbursements, increased tariff rates or other payments or may otherwise revise the terms of this Agreement to address such projects. Attached to this Agreement as Exhibit B is a list of current expansion or modification projects agreed to by the parties hereto and the terms of such projects. Exhibit B may be amended, modified, revised or updated from time-to-time to evidence the parties’ agreement to new expansion or modification projects; the completion, termination or revision of previously agreed to expansion or modification projects; or the modification of the terms of this Agreement in connection with the addition, completion, termination or revision of such expansion or modification projects. To evidence the Parties agreement to each new expansion or modification project or the completion, termination or revision of previously agreed to expansion or modification project or the modification of the terms of this Agreement in connection with the addition, completion, termination or revision of such expansion or modification projects, the Parties shall execute an amended, modified, revised or updated Exhibit B and attach it to this Agreement. Such amended, modified, revised or updated Exhibit B shall be sequentially numbered (e.g. Exhibit B-1 , Exhibit B-2 , etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior version of Exhibit B in its entirety, except as specified therein.

(e) Taxes . Tulsa Refining will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on the Products delivered by Tulsa Refining for transportation through the Tulsa Loading Racks. Subject to Article 3 of the Asset Purchase Agreement, Tulsa Refining will pay all real property taxes by any Governmental Authority levied on the real property on which the Tulsa Loading Racks are located and HEP Tulsa will pay all real property taxes, if any, or personal property taxes by any Governmental Authority levied on the Tulsa Loading Racks.

(f) Books and Records . During the Term, HEP Tulsa shall have the right, no more than twice in any twelve month period, to review and audit Tulsa Refining’s books and records relating to the volume of Products received at or shipped from the Tulsa Loading Racks for purposes of verifying Tulsa Refining’s compliance with Section 2(a)(ii) . Any review, audit or investigation undertaken by HEP Tulsa shall be at HEP Tulsa’s own cost and expense.

(g) Monthly Surcharge . If new laws or regulations are enacted that require HEP Tulsa to make substantial and unanticipated capital expenditures with respect to the Tulsa Loading Racks, HEP Tulsa may impose a monthly surcharge to cover HEP Tulsa’s cost of complying with these laws or regulations. Tulsa Refining and HEP Tulsa shall use their reasonable commercial efforts to comply with these laws and regulations and shall negotiate in good faith to mitigate the impact of these laws and regulations and to determine the level of the monthly surcharge. If the Parties are unable to agree on the level of the monthly surcharge, such surcharge will be determined by binding arbitration in accordance with Section 13(f) . Any applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any monthly surcharge agreed to in accordance with this Section 2(g) .

Section 3. Exceptions to Tulsa Refining’s Obligations

(a) Shut Down or Reconfiguration of Tulsa Refinery . Tulsa Refining must deliver to HEP Tulsa at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Tulsa Refinery or any portion of the Tulsa Refinery that would reduce the Tulsa Refinery’s output. Tulsa Refining will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. If Tulsa Refining shuts down or reconfigures the Tulsa Refinery or any portion of the Tulsa Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration unless it is exercising its right to purchase the Tulsa Loading Racks pursuant to Section 3(a) of the Purchase Option Agreement, Tulsa Refining shall (i) propose a new Minimum Revenue Commitment, such that the ratio of the new Minimum Revenue Commitment under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Revenue Commitment under this Agreement over the original production level and (ii) propose the date on which the new Minimum Revenue Commitment shall take effect. Unless objected to by HEP Tulsa within 60 days of receipt by HEP Tulsa of such proposal, such new Minimum Revenue Commitment shall become effective as of the date proposed by Tulsa Refining. To the extent that HEP Tulsa does not agree with Tulsa Refining’s proposal, any changes in Tulsa Refining’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(f) . Schedule I or any other applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in Tulsa Refining’s Minimum Revenue Commitment agreed to in accordance with this Section 3(a) .

(b) Force Majeure . In the event that any party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than 30 days, then upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on, the obligations of the parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the parties as a result of this Section 3(b) shall extend the Term. Tulsa Refining will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Tulsa or Tulsa Refining from performing its obligations under this Agreement for a period of more than one year, this Agreement may be terminated by HEP Tulsa or Tulsa Refining.

Section 4. Agreement to Remain Shipper

With respect to any Products that are produced at the Tulsa Refinery and handled at any Tulsa Loading Rack, Tulsa Refining agrees that it will continue its historical commercial practice of owning such Products handled at a Tulsa Loading Rack and to continue acting in the capacity of the shipper of any such Products for its own account at all times that such Products are being handled at the Tulsa Loading Racks.

Section 5. Indemnification

(a) Indemnification of HEP Tulsa . Tulsa Refining shall indemnify, defend and hold harmless HEP Tulsa from and against any losses, damages, liabilities, Claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by HEP Tulsa, including environmental and Toxic Tort losses, to the extent arising out of:

(i) events and conditions associated with the operation of the Tulsa Loading Racks and occurring (x) before the date of this Agreement or (y) during the Term while Tulsa Refining is operating the Tulsa Loading Racks (except, in the case of (y), to the extent arising out of (aa) the gross negligence or willful misconduct of HEP Tulsa, its agents, employees, contractors, Affiliates or assignees at the Tulsa Refinery in connection with activities undertaken by any such Persons at or with respect to the Tulsa Refinery, or (bb) the operation of the Tulsa Loading Racks at the direction of HEP Tulsa by any Person other than (A) Tulsa Refining or its Affiliates or (B) a Person operating the Tulsa Loading Racks at the direction of Tulsa Refining or its Affiliates , and in the case of (bb), arising out of the negligent acts or omissions or willful misconduct of such Person),

(ii) all legal actions pending against Tulsa Refining on August 1, 2009,

(iii) all federal, state and local tax liabilities attributable to (A) the operation or ownership of the Tulsa Loading Racks prior to the date of this Agreement and (B) the operation

of the Tulsa Loading Racks during the Term while Tulsa Refining is operating the Tulsa Loading Racks,

(iv) any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Tulsa Loading Racks occurring (x) prior to the date of this Agreement or (y) during the Term while Tulsa Refining is operating the Tulsa Loading Racks (except, in the case of (y), to the extent associated with the operation of the Tulsa Loading Racks at the direction of HEP Tulsa by any Person other than (1) Tulsa Refining or its Affiliates or (2) a Person operating the Tulsa Loading Racks at the direction of Tulsa Refining or its Affiliates), or

(v) any environmental or Toxic Tort event or condition associated with ownership or operation of the Tulsa Loading Racks (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Tulsa Loading Racks or the disposal or release of Hazardous Substances generated by operation of the Tulsa Loading Racks) occurring (x) prior to the date of this Agreement or (y) during the Term while Tulsa Refining is operating the Tulsa Loading Racks (except, in the case of (y), to the extent associated with the operation of the Tulsa Loading Racks at the direction of HEP Tulsa by any Person other than (1) Tulsa Refining or its Affiliates or (2) a Person operating the Tulsa Loading Racks at the direction of Tulsa Refining or its Affiliates), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work.

(b) Indemnification of Tulsa Refining . HEP Tulsa shall indemnify, defend and hold harmless Tulsa Refining from and against any losses, damages, liabilities, Claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by Tulsa Refining, including environmental and Toxic Tort losses, to the extent arising out of:

(i) the gross negligence or willful misconduct of HEP Tulsa, its agents, employees, contractors, Affiliates or assignees at the Tulsa Refinery in connection with activities undertaken by any such Persons at or with respect to the Tulsa Refinery,

(ii) the operation of the Tulsa Loading Racks at the direction of HEP Tulsa by any Person other than (x) Tulsa Refining or its Affiliates or (y) a Person operating the Tulsa Loading Racks at the direction of Tulsa Refining or its Affiliates , and arising out of the negligent acts or omissions or willful misconduct of such Person,

(iii) any violation or correction of violation of Environmental Laws associated with (x) the operation of the Tulsa Loading Racks at the direction of HEP Tulsa by any Person other than (1) Tulsa Refining or its Affiliates or (2) a Person operating the Tulsa Loading Racks

at the direction of Tulsa Refining or its Affiliates, or (y) the ownership of the Tulsa Loading Racks after the Term by any Person other than Tulsa Refining or its Affiliates, or

(iv) any environmental or Toxic Tort event or condition associated with (x) the operation of the Tulsa Loading Racks (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Tulsa Loading Racks or the disposal or release of Hazardous Substances generated by operation of the Tulsa Loading Racks) at the direction of HEP Tulsa by any Person other than (1) Tulsa Refining or its Affiliates or (2) a Person operating the Tulsa Loading Racks at the direction of Tulsa Refining or its Affiliates, or (y) the ownership of the Tulsa Loading Racks after the Term by any Person other than Tulsa Refining or its Affiliates including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work,

(v) except to the extent arising prior to the date of this Agreement, all federal, state and local tax liabilities attributable to the ownership of the Tulsa Loading Racks.

(i) The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Section 5 , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(ii) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Section 5 , including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided , however , that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(iii) The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Section 5 , including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided , however , that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 5(c) . In no event shall the obligation of the

Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Section 5 ; provided , however , that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(iv) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by all amounts recovered by the Indemnified Party under contractual indemnities (other than insurance policies) from third Persons. An Indemnified Party shall be obligated to pursue all contractual indemnities that such Indemnified Party has with third Persons outside of this Agreement, provided , however , if the Indemnified Party’s right to such indemnification is assignable, the Indemnified Party may, in its sole discretion and in lieu of pursuing such claim, elect to assign such indemnification claim to the Indemnifying Party to pursue and shall reasonably cooperate with the Indemnifying Party (including, without limitation, making its relevant books, records, officers, information and testimony reasonably available to the Indemnifying Party) in the Indemnifying Party’s pursuit of such claim. In the event the Indemnified Party recovers under a contractual indemnity from a third Person outside of this Agreement, the amount recovered, less the reasonable out-of-pocket fees and expenses incurred by the Indemnified Party in recovering such amounts, shall reduce the amount such Indemnified Party may recover under this Section 5 and if the Indemnified Party receives any such amounts subsequent to an indemnification payment by the Indemnifying Party in respect of such losses, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party.

(v) The Indemnifying Party’s indemnification obligations, and the Indemnified Party’s entitlement to indemnification, are subject to the limitation on damages contained in Section 13(i) .

(d) Survival of Indemnification . The provisions of this Section 5 shall survive the termination of this Agreement (including any termination following the sale of the Tulsa Loading Racks pursuant to the Purchase Option Agreement).

Section 6. Consent to Third-Party Operator

If at any time Tulsa Refining does not operate, maintain and manage the Tulsa Loading Racks, then the written consent of Tulsa Refining, which consent may not be unreasonably withheld, shall be required before any Person, other than the owner of the Tulsa Loading Racks or its Affiliates, operates, maintains or manages the Tulsa Loading Racks. This Section 6 shall survive any termination of this Agreement and shall automatically terminate at such time as the Tulsa Refinery and the Tulsa Loading Racks are owned by the same Person or an Affiliate of such Person.

Section 7. Effectiveness and Term

This Agreement shall be effective as of August 1, 2009 and shall terminate at 12:01 a.m. Dallas, Texas, time on August 1, 2024, unless extended pursuant to Section 3(b) or by written mutual agreement of the Parties hereto or as set forth in Section 8 or earlier terminated pursuant to the Purchase Option Agreement (the “ Term ”). In the event Tulsa Refining desires to extend this Agreement, it shall provide prior written notice to HEP Tulsa of its desire to so extend this Agreement; such written notice shall be provided not more than twenty-four (24) months and not less than the later of twelve (12) months prior to the date of termination or ten (10) days after receipt of a written request from HEP Tulsa (which request may be delivered no earlier than twelve (12) months prior to the date of termination) to provide any such notice or lose such right.

Section 8. Right to Enter into a New Agreement

(a) In the event that Tulsa Refining provides prior written notice to HEP Tulsa of the desire of Tulsa Refining to extend this Agreement by written mutual agreement of the Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six months prior to the termination date, then HEP Tulsa shall have the right to negotiate to enter into one or more throughput agreements with one or more third parties to begin after the date of termination, provided that until the end of one year following termination without renewal of this Agreement, Tulsa Refining will have the right to enter into a new throughput agreement with HEP Tulsa on commercial terms that substantially match the terms upon which HEP Tulsa proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the Tulsa Loading Racks. In such circumstances, HEP Tulsa shall give Tulsa Refining forty-five (45) days prior written notice of any proposed new throughput agreement with a third party, and such notice shall inform Tulsa Refining of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and Tulsa Refining shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or Tulsa Refining shall lose the rights specified by this Section 8(a) with respect to the assets that are the subject of such notice.

(b) In the event that Tulsa Refining fails to provide prior written notice to HEP Tulsa of its desire to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7 , HEP Tulsa shall have the right, during the period from the date of Tulsa Refining’s failure to provide written notice pursuant to Section 7 to the date of termination of this Agreement, to negotiate to enter into a new throughput agreement with a third party, provided however that at any time during the twelve (12) months prior to the expiration of the Term, Tulsa Refining will have the right to enter into a new throughput agreement with HEP Tulsa on commercial terms that substantially match the terms upon which HEP Tulsa proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the Tulsa Loading Racks. In such circumstances, HEP Tulsa shall give Tulsa Refining forty-five (45) days prior written notice of any proposed new throughput agreement with a third party, and such notice shall inform Tulsa Refining of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and Tulsa Refining shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or Tulsa Refining

shall lose the rights specified by this Section 8(b) with respect to the assets that are the subject of such notice.

Section 9. Repurchase Right and Buyout of Remaining Term

Notwithstanding anything in this Agreement to the contrary, the parties acknowledge Tulsa Refining’s right to purchase the Tulsa Loading Racks and/or buyout the remaining term of this Agreement, and HEP Tulsa’s right to put the Tulsa Loading Racks to Tulsa Refining, upon the terms set forth in the Purchase Option Agreement.

Section 10. Notices

Notices to Tulsa Refining:

Holly Refining & Marketing — Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: David L. Lamp
Email address: president @hollycorp.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Refining & Marketing — Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollycorp.com

Notices to HEP Tulsa:

HEP Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: David G. Blair
Email address: SVP-HEP@hollyenergy.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

HEP Tulsa LLC
100 Crescent Court
Suite 1600
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollycorp.com

(b) Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 10 .

Section 11. Deficiency Payments

(a) As soon as practicable following the end of each contract month under this Agreement, HEP Tulsa shall deliver to Tulsa Refining a written notice (the “ Deficiency Notice ”) detailing any failure of Tulsa Refining to meet its obligations under Section 2(a)(i) ; provided that Tulsa Refining’s obligations pursuant to its Minimum Revenue Commitment in Section 2(a)(i) shall be assessed on a monthly basis for purposes of this Section 11 . The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Tulsa believes would have been paid by Tulsa Refining to HEP Tulsa if Tulsa Refining had complied with its respective obligations pursuant to Section 2(a)(i) (the “ Deficiency Payment ”). Tulsa Refining shall pay the Deficiency Payment to HEP Tulsa upon the later of: (A) ten (10) days after its receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related contract month.

(b) If Tulsa Refining disagrees with the Deficiency Notice, then, following the payment of the Deficiency Payment to HEP Tulsa, a senior officer of Tulsa Refining and a senior officer of HEP Tulsa shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, Tulsa Refining shall have access to the working papers of HEP Tulsa relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of the Deficiency Payment, Tulsa Refining and HEP Tulsa shall, within forty-five (45) days following the payment of the Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13(f) .

(c) If it is finally determined pursuant to this Section 11 that Tulsa Refining is not required to make any or all of the Deficiency Payment (the “ Refund ”), HEP Tulsa shall promptly pay to Tulsa Refining the Refund, together with interest thereon at the Prime Rate, in immediately available funds.

(d) The parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to Tulsa Refining’s Minimum Revenue Commitment under Section 2(a) .

Section 12. Right of First Refusal

The Parties acknowledge the right of first refusal of Tulsa Refining with respect to the Tulsa Loading Racks provided in the Purchase Option Agreement.

Section 13. Miscellaneous

(a) Intention as to Tulsa Refinery . Tulsa Refining represents to HEP Tulsa that, as of August 1, 2009, it is not considering a shut down of the Tulsa Refinery or any changes to the Tulsa Refinery that would have a material adverse effect on the operation of the Tulsa Refinery.

(b) Amendments and Waivers . No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. Any of the exhibits or schedules to this Agreement may be amended, modified, revised or updated by the Parties if each of the Parties execute an amended, modified, revised or updated exhibit or schedule, as applicable, and attach it to this Agreement. Such amended, modified, revised or updated exhibits or schedules shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit or schedule to this Agreement and shall replace the prior exhibit or schedule, as applicable, in its entirety, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

(i) This Agreement shall inure to the benefit of, and shall be binding upon, Tulsa Refining, HEP Tulsa and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned without the prior written consent of Tulsa Refining (in the case of any assignment by HEP Tulsa) or HEP Tulsa (in the case of any assignment by Tulsa Refining); provided , however , that (i) HEP Tulsa may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Tulsa without Tulsa Refining’s consent, (ii) Tulsa Refining may make such an assignment (including a pro rata partial assignment) to an Affiliate of Tulsa Refining without the consent of HEP Tulsa, (iii) Tulsa Refining may make a collateral assignment of its rights and obligations hereunder and/or grant a security interest in its rights and obligations to all or a portion of the Tulsa Loading Racks to any bona fide third party lender or debt holder, or trustee or representative for any of them without the consent of HEP Tulsa, (iv) HEP Tulsa may make a collateral assignment of its rights hereunder and/or grant a security interest in its rights and obligations hereunder to a

bona fide third party lender or debt holder, or trustee or representative for any of them without Tulsa Refining’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to Tulsa Refining a non-disturbance agreement in such form as is reasonably satisfactory to Tulsa Refining and such third party lender, debt holder, or trustee, (v) HEP Tulsa may assign all of its rights and obligations under this Agreement to any Person to whom it transfers the Tulsa Loading Racks without Tulsa Refining’s consent, and (vi) Tulsa Refining may assign all of its rights and obligations under this Agreement to any third party(ies) that acquire the Tulsa Refinery without the consent of HEP Tulsa. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The Parties agree to require their respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Party, their obligations under this Agreement.

(ii) HEP Tulsa agrees that it will require any Person to whom it transfers the Tulsa Loading Racks to expressly assume all of HEP Tulsa’s obligations under this Agreement and the Purchase Option Agreement, in a form of agreement reasonably acceptable to Tulsa Refining.

(d) Severability . If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

(e) Choice of Law . This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

(f) Arbitration Provision . Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 13(f) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 13(f) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of

any of Tulsa Refining, HEP Tulsa or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Tulsa Refining, HEP Tulsa and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the Tulsa Refining, HEP Tulsa or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

(g) Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

(h) Headings . Headings of the Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. All references in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.

(i) Limitation of Damages . NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY, INCLUDING PURSUANT TO SECTION 5, OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT (i) AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT OR (ii) BY REASON OF OR ARISING OUT OF ANY OF THE EVENTS, CONDITIONS OR OTHER MATTERS LISTED IN SECTION 5(a) OR SECTION 5(b) WHICH THE PARTIES HAVE AGREED TO INDEMNIFY THE OTHER PARTY AGAINST, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED , HOWEVER , THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY TO A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY UNDER SECTION 5(a) OR SECTION 5(b) HEREOF, AS APPLICABLE, (Y) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AGAINST SUCH INDEMNIFIED PARTY, OR (Z) FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR

DIMINUTION IN VALUE) THAT ARE A RESULT OF SUCH INDEMNIFYING PARTY’S OR ITS AFFILIATES’ GROSS NEGLIGENCE OR WILLFULL MISCONDUCT.

(j) Notice to Third Parties . Tulsa Refining authorizes HEP Tulsa to file in the applicable recording office in the State of Delaware a UCC-1 Financing Statement (i) listing Tulsa Refining as “Debtor”, (ii) listing HEP Tulsa as “Secured Party” and (iii) checking the “Lessee/Lessor” as an alternative designation. The Parties agree that such UCC-1 Financing Statement is solely to provide notice to third parties of HEP Tulsa’s ownership of the Tulsa Loading Racks, that such financing statement shall not evidence a security interest in any of Tulsa Refining’s personal property, and that no such security interest is granted or deemed to be granted hereunder.

Section 14. Guarantee

(a) Payment and Performance Guaranty . The Partnership unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to Tulsa Refining the punctual and complete payment in full when due of all amounts due from HEP Tulsa under the Agreement (collectively, the “ Payment Obligations ”). The Partnership agrees that Tulsa Refining shall be entitled to enforce directly against the Partnership any of the Payment Obligations.

(b) Guaranty Absolute . The Partnership hereby guarantees that the Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of the Partnership under this Agreement constitute a present and continuing guaranty of payment, and not of collection or collectibility. The liability of the Partnership under this Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(i) any assignment or other transfer of the Agreement or any of the rights thereunder of Tulsa Refining;

(ii) any amendment, waiver, renewal, extension or release of or any consent to or departure from or other action or inaction related to the Agreement;

(iii) any acceptance by Tulsa Refining of partial payment or performance from HEP Tulsa;

(iv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to HEP Tulsa or any action taken with respect to the Agreement by any trustee or receiver, or by any court, in any such proceeding;

(v) any absence of any notice to, or knowledge of, the Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (i) through (iv); or

(vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor.

The obligations of the Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Payment Obligations or otherwise.

(c) Waiver . The Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Payment Obligations and any requirement for Tulsa Refining to protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against HEP Tulsa, any other entity or any collateral.

(d) Subrogation Waiver . The Partnership agrees that it shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HEP Tulsa for any payments made by the Partnership under this Section 14 until all Payment Obligations have been indefeasibly paid, and the Partnership hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against HEP Tulsa until all Payment Obligations have been indefeasibly paid.

(e) Reinstatement . The obligations of the Partnership under this Section 14 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Payment Obligations is rescinded or must otherwise be returned to HEP Tulsa or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Tulsa or such other entity, or for any other reason, all as though such payment had not been made.

(f) Continuing Guaranty . This Section 14 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment in full of all of the Payment Obligations, (ii) be binding upon the Partnership, its successors and assigns and (iii) inure to the benefit of and be enforceable by Tulsa Refining and its successors, transferees and assigns.

(g) No Duty to Pursue Others . It shall not be necessary for Tulsa Refining (and the Partnership hereby waives any rights which the Partnership may have to require Tulsa Refining), in order to enforce such payment by the Partnership, first to (i) institute suit or exhaust its remedies against HEP Tulsa or others liable on the Payment Obligations or any other person, (ii) enforce Tulsa Refining’s rights against any other guarantors of the Payment Obligations, (iii) join HEP Tulsa or any others liable on the Payment Obligations in any action seeking to enforce this Section 14 , (iv) exhaust any remedies available to Tulsa Refining against any security which shall ever have been given to secure the Payment Obligations, or (v) resort to any other means of obtaining payment of the Payment Obligations.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above.


	HOLLY REFINING & MARKETING — TULSA LLC
	By:	/s/ David L. Lamp
		David L. Lamp
		President

	HEP TULSA LLC
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President


ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 14 : HOLLY ENERGY PARTNERS, L.P.
By:	HEP Logistics Holdings, L.P., its General Partner
By:	Holly Logistic Services, L.L.C., its General Partner
By:	/s/ David G. Blair
	David G. Blair
	Senior Vice President

Signature Page 1 of 1 to the Tulsa Equipment and Throughput Agreement

SCHEDULE I

TARIFFS


		Incentive Tariff
	Base Tariff	(For volumes in excess of
Contract Year	(For the first 12,500 bpd)	12,500 bpd)
August 1, 2009	$0.60 per barrel	$0.30 per barrel

Schedule I

EXHIBIT A

TULSA LOADING RACKS

As of August 1, 2009

The following descriptions are of the above ground loading equipment located at the Tulsa Refinery that are subject to this Agreement. The drawings attached to this Exhibit show the detail of the rail track footage acquired by HEP Tulsa. All other above ground piping and improvements located on these drawings was purchased by HEP Tulsa.

#6. [Intentionally omitted]

A-1

#9. Bright Stock Rail Rack — An uncovered bright stock rail car loading rack consisting of eight rail spots and dual tracks with four loading arms.

#10. Diesel Rail Car Loading Rack — An uncovered diesel rail car loading rack with the capability of loading seven cars through the four rail loading arms. This rack has dual tracks.

#11. L-70 Rail Rack — An uncovered rail car loading rack consisting of three rail spots. This rack has dual tracks.

#12. [Intentionally omitted]

The Parties agree that the Tulsa Loading Racks do not include the following loading racks located at the Tulsa Refinery (which loading racks are owned by Tulsa Refining or its Affiliates):

	•		The Gasoline/Diesel Fuel/Jet Fuel truck loading rack

	•		The Asphalt Resid rail car loading rack and the Asphalt Resid truck loading dock

A-2

Drawing Number 1

A-3

Drawing Number 2

A-4

Drawing Number 3

A-5

Drawing Number 4

A-6

Drawing Number 5

A-7

Drawing Number 7

A-8

Drawing Number 8

A-9

Drawing Number 9, 10 and 11

A-10

Drawing Number 9, 10 and 11 (continued)

A-11

Drawing Number 13

A-12

EXHIBIT B

EQUIPMENT EXPANSIONS AND MODIFICATIONS

As of August 1, 2009

None.

B-1

Exhibit 10.4

EXECUTION VERSION

TULSA PURCHASE OPTION AGREEMENT

This Tulsa Purchase Option Agreement is being entered into on August 1, 2009 (this “ Agreement ”), by and between Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company (“ Tulsa Refining ”), and HEP Tulsa LLC, a Delaware limited liability company (“ HEP Tulsa ”). Each of Tulsa Refining and HEP Tulsa is individually referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS:

WHEREAS, on June 1, 2009, Tulsa Refining acquired the Tulsa Refinery, including the Tulsa Loading Racks (each as defined below), from Sunoco, Inc. (R&M);

WHEREAS, on the date hereof, HEP Tulsa is acquiring the Tulsa Loading Racks from Tulsa Refining pursuant to an Asset Purchase Agreement and will be granted certain access and other rights with respect to the Tulsa Loading Racks pursuant to an Equipment Sites, Access and Rail Line License Agreement (the “ License Agreement ”); and

WHEREAS, Tulsa Refining and HEP Tulsa desire to enter into this Agreement to evidence their agreement regarding certain purchase options and put rights (some of which are summarized on Exhibit A attached hereto) with respect to the Tulsa Loading Racks.

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

Section 1. Definitions

Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth below.

“ Acquisition Proposal ” has the meaning set forth in Section 4(b) .

“ Agreement ” has the meaning set forth in the introduction.

“ Disposition Notice ” has the meaning set forth in Section 4(b) .

“ Fair Market Value ” means the fair market cash value of the Tulsa Loading Racks to a third party at the time of the proposed sale to Tulsa Refining or its Affiliates, excluding any value pursuant to the Tulsa Throughput Agreement or any other agreement relating to the Tulsa Loading Racks, less the sum of the actual amounts expended for capital expenditures and improvements made by Tulsa Refining or its Affiliates to the Tulsa Loading Racks during the Term.

“ First ROFR Acceptance Deadline ” has the meaning set forth in Section 4(b) .

“ HEP Tulsa ” has the meaning set forth in the introduction.

“ Holly ” means Holly Corporation, a Delaware corporation.

“ Holly Group ” means Holly Corporation, a Delaware corporation, and Tulsa Refining and any Subsidiary of Tulsa Refining, treated as a single consolidated entity.

“ Holly Group Member ” means any member of the Holly Group.

“ License Agreement ” has the meaning set forth in the recitals.

“ Offer Price ” has the meaning set forth in Section 4(b) .

“ Partnership ” means Holly Energy Partners, L.P., a Delaware limited partnership.

“ Partnership Group ” means the Partnership, Holly Energy Partners — Operating, L.P. and any Subsidiary of any such Person, treated as a single consolidated entity.

“ Partnership Group Member ” means any member of the Partnership Group.

“ Party ” or “ Parties ” has the meaning set forth in the introduction.

“ Permitted Encumbrances ” means (i) statutory liens for current taxes or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (ii) mechanics, carriers’, workers’, repairmen’s, landlord’s and other similar liens imposed by law arising or incurred in the ordinary course of business with respect to charges not yet due and payable; and (iii) such other encumbrances, if any, which were not incurred in connection with the borrowing of money or the advance of credit and which do not materially detract from the value of or interfere with the present use, or any use presently anticipated by the owner thereof, of the property subject thereto or affected thereby, and including without limitation capital leases.

“ Proposed Transferee ” has the meaning set forth in Section 4(b) .

“ Purchaser ” has the meaning set forth in Section 3(a) .

“ Real Property ” has the meaning set forth in Section 6(a) .

“ Respondent ” has the meaning set forth in Section 10(e) .

“ Sale Assets ” has the meaning set forth in Section 4(b) .

“ Second ROFR Acceptance Deadline ” has the meaning set forth in Section 4(b)

interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Term ” has the meaning set forth in the Tulsa Throughput Agreement.

“ Tulsa Loading Racks ” has the meaning set forth in the Tulsa Throughput Agreement.

“ Tulsa Refinery ” means the refinery owned by Tulsa Refining located at 1700 S. Union Avenue, Tulsa, Oklahoma 74107.

“ Tulsa Refining ” has the meaning set forth in the introduction.

“ Tulsa Throughput Agreement ” means the Tulsa Equipment and Throughput Agreement, dated as of August 1, 2009, between Tulsa Refining and HEP Tulsa, as amended from time-to-time.

“ UCC ” means the Uniform Commercial Code of the State of Delaware.

Section 2. Option to Purchase the Tulsa Loading Racks Upon Termination of the Tulsa Throughput Agreement Due to Non-Renewal or Extension of the Tulsa Throughput Agreement

(a) HEP Tulsa hereby grants to Tulsa Refining the unconditional right and option to purchase for Fair Market Value (in accordance with this Section 2 ) all of HEP Tulsa’s, right title and interest in, to and under the Tulsa Loading Racks. In the event Tulsa Refining desires to exercise its option to purchase the Tulsa Loading Racks pursuant to this Section 2 , it shall provide prior written notice to HEP Tulsa of its desire to so purchase the Tulsa Loading Racks; such written notice shall be provided not more than twenty-four (24) months and not less than twelve (12) months prior to the date of termination of this Agreement.

(b) If Tulsa Refining decides to exercise the option to purchase the Tulsa Loading Racks, it will provide written notice to HEP Tulsa of such exercise, the Fair Market Value it proposes to pay for the Tulsa Loading Racks, and the other terms of the purchase. If Tulsa Refining and HEP Tulsa are unable to agree on the Fair Market Value of the Tulsa Loading Racks or the other terms of the purchase within 30 days following HEP Tulsa’s receipt of Tulsa Refining’s notice of its exercise of the option to purchase the Tulsa Loading Racks, the Parties will engage a mutually-agreed-upon investment banking firm to determine, within 30 days of such investment banking firm’s engagement, the Fair Market Value of the Tulsa Loading Racks and/or the other terms on which Tulsa Refining and HEP Tulsa are unable to agree. The fees of the investment banking firm will be split equally between Tulsa Refining and HEP Tulsa. Once the investment banking firm submits its determination of the Fair Market Value of the Tulsa Loading Racks and/or the other terms on which Tulsa Refining and HEP Tulsa are unable to agree, Tulsa Refining will have the right, but not the obligation, to purchase the Tulsa Loading

Racks on the terms as modified by the determination of the investment banking firm. Tulsa Refining will provide written notice of its decision to HEP Tulsa within 30 days after the investment banking firm has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Tulsa Loading Racks.

(c) If Tulsa Refining chooses to exercise its option to purchase the Tulsa Loading Racks under this Section 2 , this Agreement shall become a contract of sale and purchase for the Tulsa Loading Racks pursuant to which HEP Tulsa shall be obligated to sell the Tulsa Loading Racks to Tulsa Refining and Tulsa Refining shall be obligated to purchase the Tulsa Loading Racks from HEP Tulsa. The terms of the purchase and sale agreement, unless otherwise agreed to by Tulsa Refining and HEP Tulsa, will include the following:

(i) Tulsa Refining will deliver, or cause to be delivered, a cash purchase price (or any other consideration agreed to by Tulsa Refining and HEP Tulsa (each in their sole discretion));

(ii) HEP Tulsa will represent that there are no liens on the Tulsa Loading racks (other than Permitted Encumbrances) and that it has good and indefeasible title to the Tulsa Loading Racks, subject to all Permitted Encumbrances, matters recorded and physical conditions existing as of the date of this Agreement, plus any other such matters as Tulsa Refining may approve, which approval will not be unreasonably withheld;

(iii) unless otherwise agreed to by the Parties, the closing date for the purchase of the Tulsa Loading Racks shall occur on the date of termination of this Agreement;

(iv) HEP Tulsa shall execute, have acknowledged and deliver to Tulsa Refining a bill of sale or comparable document and, if applicable, a conveyance, special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Tulsa Loading Racks conveying the Tulsa Loading Racks unto Tulsa Refining free and clear of all encumbrances created or allowed by HEP Tulsa other than those set forth in Section 2(c)(ii) above;

(v) subject to the requirements set forth in Section 2(c)(ii) and Section 2(c)(iv) , the sale of the Tulsa Loading Racks shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying the Tulsa Loading Racks shall contain appropriate disclaimers;

(vi) neither HEP Tulsa nor Tulsa Refining shall have any obligation to sell or buy the Tulsa Loading Racks if any required written consents of governmental authorities and other third parties have not been obtained or such sale or purchase is prohibited by Applicable Law; and

(vii) the sale of the Tulsa Loading Racks shall be subject to the receipt of any consents or waivers required pursuant to the Amended and Restated Credit Agreement, dated as of August 27, 2007, among Holly Energy Partners — Operating, L.P., the Banks party thereto, and Union Bank, N.A., as Administrative Agent, as such agreement may be amended, restated, otherwise modified or refinanced from time to time.

(d) Tulsa Refining and HEP Tulsa shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided , however , that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then Tulsa Refining may notify HEP Tulsa that it is waiving its option to purchase the Tulsa Loading Racks and thereafter neither Tulsa Refining nor HEP Tulsa shall have any further obligation under this Section 2 with respect to Tulsa Refining’s prior election to purchase the Tulsa Loading Racks.

(e) Notwithstanding anything in this Agreement to the contrary, if Tulsa Refining chooses or is deemed to have chosen not to exercise its option to purchase the Tulsa Loading Racks at the price determined by the investment banking firm under Section 2(b) , such choice shall not impact its rights to purchase the Tulsa Loading Racks pursuant to this Section 2 in the future and such rights shall remain in effect and shall not be extinguished until the expiration of the term set forth in Section 2(a) .

Section 3. Repurchase Right In Event of a Sale of the Tulsa Refinery; Buyout of Remaining Term

(a) If during the Term Tulsa Refining (i) shuts down the Tulsa Refinery and such planned shut down is intended at the time of such shut down to be permanent or (ii) sells or causes to be sold to a third party(ies), including any Person in which Holly or its Affiliates have a minority interest, the Tulsa Refinery, including, among other things, any sale, merger or consolidation of the entity or entities which own the Tulsa Refinery and related assets, then Tulsa Refining shall be entitled to (x) assign all of its rights and obligations under this Agreement and the Tulsa Throughput Agreement to such third party(ies) or (y) purchase the Tulsa Loading Racks for a cash purchase price equal to the net present value, at a discount rate of 15%, of the remaining minimum payments, based upon the then current base tariff, under Section 2(a) of the Tulsa Throughput Agreement from the date of the sale through the end of the Term, which (in the case of (y)) will result in the termination of the Tulsa Throughput Agreement. (The cash purchase price in clause (y) does not include Fair Market Value and such concept shall not apply to the cash purchase price payable pursuant to this Section 3 .) In the event Tulsa Refining elects to purchase the Tulsa Loading Racks in accordance with this Section 3 , then this Agreement shall become a contract of sale and purchase for the Tulsa Loading Racks pursuant to which HEP Tulsa shall be obligated to sell the Tulsa Loading Racks to Tulsa Refining or the third party(ies) purchasing the Tulsa Refinery (the “ Purchaser ”). The terms of the purchase and sale agreement, unless otherwise agreed to by Tulsa Refining and HEP Tulsa, will include the following:

(i) Tulsa Refining or the Purchaser, as applicable, will deliver, or cause to be delivered, a cash purchase price (or any other consideration agreed to by Tulsa Refining or the Purchaser, as applicable, and HEP Tulsa (each in their sole discretion));

conditions existing as of the date of this Agreement, plus any other such matters as Tulsa Refining or the Purchaser may approve, which approval will not be unreasonably withheld;

(iii) unless otherwise agreed to by Tulsa Refining or the Purchaser, as applicable, and HEP Tulsa, the closing date for the purchase of the Tulsa Loading Racks shall occur no later than 90 days following receipt by HEP Tulsa of written notice by Tulsa Refining of the exercise of its rights under this Section 3 ;

(iv) HEP Tulsa shall execute, have acknowledged and deliver to Tulsa Refining or the Purchaser, as applicable, a bill of sale or comparable document and, if applicable, a conveyance, special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Tulsa Loading Racks conveying the Tulsa Loading Racks unto Tulsa Refining or the Purchaser, as applicable, free and clear of all encumbrances created or allowed by HEP Tulsa other than those set forth in Section 3(a)(ii) above;

(v) subject to the requirements set forth in Section 3(a)(ii) and Section 3(a)(iv) , the sale of the Tulsa Loading Racks shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying the Tulsa Loading Racks shall contain appropriate disclaimers;

(vi) neither HEP Tulsa nor Tulsa Refining or the Purchaser shall have any obligation to sell or buy the Tulsa Loading Racks if any required written consents of governmental authorities and other third parties have not been obtained or such sale or purchase is prohibited by Applicable Law; and

(b) Tulsa Refining or the Purchaser, as applicable, and HEP Tulsa shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided , however , that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then Tulsa Refining or the Purchaser, as applicable, may notify HEP Tulsa that it is waiving its right to purchase the Tulsa Loading Racks and thereafter none of Tulsa Refining, the Purchaser or HEP Tulsa shall have any further obligation under this Section 3 with respect to Tulsa Refining’s prior election to purchase the Tulsa Loading Racks.

(c) If Purchaser does not agree to assume the License Agreement and Tulsa Refining’s rights and obligations as “Licensor” thereunder, then Tulsa Refining shall have been

deemed to have exercised its option to purchase the Tulsa Loading Racks under this Section 3 at a purchase price as determined under clause (y) in Section 3(a) .

Section 4. Tulsa Refining Right of First Refusal to Purchase the Tulsa Loading Racks

(a) HEP Tulsa hereby grants to Tulsa Refining a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate) of the Tulsa Loading Racks.

(b) If HEP Tulsa proposes to Transfer any of the of the Tulsa Loading Racks to any Person pursuant to a bona fide third-party offer (an “ Acquisition Proposal ”), then HEP Tulsa shall promptly give written notice (a “ Disposition Notice ”) thereof to Tulsa Refining. The Disposition Notice shall set forth the following information in respect of the proposed Transfer: the name and address of the prospective acquiror (the “ Proposed Transferee ”), the Tulsa Loading Racks subject to the Acquisition Proposal (the “ Sale Assets ”), the purchase price offered by such Proposed Transferee (the “ Offer Price ”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Tulsa Refining to reasonably determine the fair market value of such non-cash consideration, HEP Tulsa’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to HEP Tulsa. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Tulsa Refining and HEP Tulsa agree as to the fair market value of any non-cash consideration, Tulsa Refining will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets within 30 days of its receipt of the Disposition Notice (the “ First ROFR Acceptance Deadline ”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Assets. In the event (i) Tulsa Refining’s determination of the fair market value of any non-cash consideration described in the Disposition Notice (to be determined by Tulsa Refining within 30 days of receipt of such Disposition Notice) is less than the fair market value of such consideration as determined by HEP Tulsa in the Disposition Notice and (ii) Tulsa Refining and HEP Tulsa are unable to mutually agree upon the fair market value of such non-cash consideration within 30 days after Tulsa Refining notifies HEP Tulsa of its determination thereof, HEP Tulsa and Tulsa Refining shall engage a mutually-agreed-upon investment banking firm to determine the fair market value of the non-cash consideration. Such investment banking firm shall be instructed to return its decision within 30 days after all material information is submitted thereto, which decision shall be final. The fees of the investment banking firm will be split equally between Tulsa Refining and HEP Tulsa. Tulsa Refining will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets to HEP Tulsa within 30 days after the investment banking firm has submitted its determination (the “ Second ROFR Acceptance Deadline ”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision by Tulsa Refining not to purchase the Sale Assets. If Tulsa Refining fails to exercise a right during any applicable period set forth in this Section 4(b) , Tulsa Refining shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Assets, but not with respect to any future offer of Tulsa Loading Racks.

(c) If Tulsa Refining chooses to exercise its right of first refusal to purchase the Sale Assets under Section 4(b) , Tulsa Refining and HEP Tulsa shall enter into a purchase and sale agreement for the Sale Assets which, unless otherwise agreed to by Tulsa Refining and HEP Tulsa shall include the following terms:

(i) Tulsa Refining will agree to deliver cash for the Offer Price (or any other consideration agreed to by Tulsa Refining and HEP Tulsa (each in their sole discretion));

(ii) HEP Tulsa will represent that there are no liens on the Sale Assets (other than Permitted Encumbrances) and that it has good and indefeasible title to the Sale Assets, subject to all Permitted Encumbrances, matters recorded and physical conditions existing as of the date of this Agreement, plus any other such matters as Tulsa Refining may approve, which approval will not be unreasonably withheld;

(iii) unless otherwise agreed to by the Parties, the closing date for the purchase of the Sale Assets shall occur no later than 90 days following receipt by HEP Tulsa of written notice by Tulsa Refining of its intention to exercise its option to purchase the Sale Assets pursuant to Section 4(b) ;

(iv) HEP Tulsa shall execute, have acknowledged and deliver to Tulsa Refining a bill of sale or comparable document and, if applicable, a conveyance, special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Sale Assets conveying the Sale Assets unto Tulsa Refining free and clear of all encumbrances created or allowed by HEP Tulsa other than those set forth in Section 4(c)(ii) above;

(v) subject to the requirements set forth in Section 4(c)(ii) and Section 4(c)(iv) , the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers;

(vi) the termination of the Tulsa Throughput Agreement;

(vii) neither HEP Tulsa nor Tulsa Refining shall have any obligation to sell or buy the Sale Assets if any required written consents of governmental authorities and other third parties have not been obtained or such sale or purchase is prohibited by Applicable Law; and

(viii) the sale of the Tulsa Loading Racks shall be subject to the receipt of any consents or waivers required pursuant to the Amended and Restated Credit Agreement, dated as of August 27, 2007, among Holly Energy Partners — Operating, L.P., the Banks party thereto, and Union Bank, N.A., as Administrative Agent, as such agreement may be amended, restated, otherwise modified or refinanced from time to time.

as the case may be, by such 120th day, then Tulsa Refining may notify HEP Tulsa that it is waiving its right to purchase the Sale Assets described in the Disposition Notice and thereafter neither Tulsa Refining nor HEP Tulsa shall have any further obligation under this Section 4 with respect to such Sale Assets unless such Sale Assets again become subject to this Section 4 pursuant to Section 4(e) .

(e) If the Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (i) 180 days after the later of the applicable ROFR Acceptance Deadline, and (ii) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and HEP Tulsa may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Section 4 if and to the extent then applicable.

Section 5. HEP Tulsa Put Right

(a) Tulsa Refining hereby grants to HEP Tulsa the unconditional right and option to sell to Tulsa Refining for $100.00 (in accordance with this Section 5 ) all of HEP Tulsa’s, right title and interest in, to and under the Tulsa Loading Racks. In the event HEP Tulsa desires to exercise its option to sell the Tulsa Loading Racks pursuant to this Section 5(a) , it shall provide prior written notice to Tulsa Refining of its desire to so sell the Tulsa Loading Racks; such written notice shall be provided not less than six (6) months prior to the date of termination of this Agreement.

(b) Notwithstanding the foregoing, in the event Tulsa Refining duly exercises its option to sell the Real Property (as defined below) to HEP Tulsa pursuant to Section 6 , then HEP Tulsa shall have the unconditional right and option to sell to Tulsa Refining for $100.00 (in accordance with this Section 5 ) all of HEP Tulsa’s, right title and interest in, to and under the Tulsa Loading Racks; provided, that in the event HEP Tulsa desires to exercise its option to sell the Tulsa Loading Racks pursuant to this Section 5(b) , it must provide written notice to Tulsa Refining of its desire to so sell the Tulsa Loading Racks within fifteen (15) days following its receipt of the Real Property Put Right Notice (as defined below). Notwithstanding anything in this Agreement to the contrary, in the event HEP Tulsa duly exercises its option to sell all of HEP Tulsa’s, right title and interest in, to and under the Tulsa Loading Racks to Tulsa Refining pursuant to this Section 5(b) , then (i) Tulsa Refining’s exercise of its option to sell the Real Property to HEP Tulsa pursuant to Section 6 shall automatically be voided and of no further force and effect and (ii) (x) the provisions of Section 2 , Section 3 , Section 4 and Section 6 shall terminate simultaneously with the termination of the Tulsa Throughput Agreement and (y) the term of this Agreement shall be extended and this Agreement shall terminate simultaneously with the closing of the sale of the Tulsa Loading Racks pursuant to this Section 5 .

(c) If HEP Tulsa chooses to exercise its option to sell the Tulsa Loading Racks under this Section 5 , this Agreement shall become a contract of sale and purchase for the Tulsa Loading Racks pursuant to which Tulsa Refining shall be obligated to purchase the Tulsa Loading Racks from HEP Tulsa and HEP Tulsa shall be obligated to sell the Tulsa Loading Racks to Tulsa Refining. The terms of the purchase and sale agreement, unless otherwise agreed to by Tulsa Refining and HEP Tulsa, will include the following:

(i) Tulsa Refining will deliver, or cause to be delivered, the $100.00 purchase price in cash for the Tulsa Loading Racks, which will result in the termination of the Tulsa Throughput Agreement;

(ii) HEP Tulsa will represent that there are no liens on the Tulsa Loading Racks (other than Permitted Encumbrances) and that it has good and indefeasible title to the Tulsa Loading Racks, subject to all Permitted Encumbrances, matters recorded and physical conditions existing as of the date of this Agreement, plus any other such matters as Tulsa Refining may approve, which approval will not be unreasonably withheld;

(iii) unless otherwise agreed to by the Parties, the closing date for the purchase of the Tulsa Loading Racks shall occur on the date of termination of this Agreement;

(iv) HEP Tulsa shall execute, have acknowledged and deliver to Tulsa Refining a bill of sale or comparable document and, if applicable, a conveyance, special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the sale of the Tulsa Loading Racks conveying the Tulsa Loading Racks unto Tulsa Refining free and clear of all encumbrances created or allowed by HEP Tulsa other than those set forth in Section 5(c)(ii) above;

(v) subject to the requirements set forth in Section 5(c)(ii) and Section 5(c)(iv) , the sale of the Tulsa Loading Racks shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying the Tulsa Loading Racks shall contain appropriate disclaimers;

(vi) the termination of the Tulsa Throughput Agreement;

(vii) neither HEP Tulsa nor Tulsa Refining shall have any obligation to sell or buy the Tulsa Loading Racks if any required written consents of governmental authorities and other third parties have not been obtained or such sale or purchase is prohibited by Applicable Law; and

(d) Tulsa Refining and HEP Tulsa shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided , however , that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then HEP Tulsa may notify Tulsa Refining that it is waiving its option to sell the Tulsa Loading Racks and thereafter neither Tulsa Refining nor HEP Tulsa shall have any further obligation under this Section 5 with respect to HEP Tulsa’s prior election to sell the Tulsa Loading Racks.

Section 6. Tulsa Refining Put Right of Real Property

(a) Subject to Section 5(b) , HEP Tulsa hereby grants to Tulsa Refining the unconditional right and option to sell to HEP Tulsa for $100.00 (in accordance with this Section 6 ) all of Tulsa Refining’s, right, title and interest in, to and under the real property located directly under the Tulsa Loading Racks (the “ Real Property ”); provided that such right shall not be exercisable (i) if Tulsa Refining has exercised its option to purchase the Tulsa Loading Racks pursuant to Section 2 or Section 3 , (ii) if HEP Tulsa has exercised its right to sell the Tulsa Loading Racks to Tulsa Refining pursuant to Section 5(a) , (iii) with respect to the real property underlying the Sale Assets which Tulsa Refining has exercised its right of first refusal to purchase pursuant to Section 4 , or (iv) at any time prior to that date which is six (6) months prior to the date of scheduled termination of this Agreement. In the event Tulsa Refining desires to exercise its option to sell the Real Property pursuant to this Section 6 , it shall provide written notice to HEP Tulsa (the “ Real Property Put Right Notice ”) of its desire to so sell the Real Property not more than six (6) months and not less than twenty (20) days prior to the date of termination of this Agreement. In the event Tulsa Refining notifies HEP Tulsa of its desire to exercise its put right under this Section 6 , then, notwithstanding Section 8 , but subject to Section 5(b) , (x) the provisions of Section 2 , Section 3 , Section 4 and Section 5 shall terminate simultaneously with the termination of the Tulsa Throughput Agreement and (y) the term of this Agreement shall be extended and this Agreement shall terminate simultaneously with the closing of the sale of the Real Property pursuant to this Section 6 .

(b) If Tulsa Refining chooses to exercise its option to sell the Real Property under this Section 6 , this Agreement shall become a contract of sale and purchase for the Real Property pursuant to which HEP Tulsa shall be obligated to purchase the Real Property from Tulsa Refining and Tulsa Refining shall be obligated to sell the Real Property to HEP Tulsa. The terms of the purchase and sale agreement, unless otherwise agreed to by Tulsa Refining and HEP Tulsa, will include the following:

(i) HEP Tulsa will deliver, or cause to be delivered, the $100.00 purchase price in cash for the Real Property, which will result in the termination of the Tulsa Throughput Agreement;

(ii) Tulsa Refining will represent that it has good and indefeasible title to the Real Property, subject to all recorded matters and all physical conditions in existence on the closing date for such sale to HEP Tulsa of the Real Property, plus any other such matters as HEP Tulsa may approve in writing, which approval will not be unreasonably withheld;

(iii) unless otherwise agreed to by the Parties, the closing date for the purchase of the Real Property shall occur no later than the latter of (A) 90 days following receipt by HEP Tulsa of written notice by Tulsa Refining of its intention to exercise its option to sell the Real Property pursuant to this Section 6 and (B) 15 days following receipt by Tulsa Refining and/or HEP Tulsa of all necessary consents, approvals, or permits necessary to convey the Real Property to HEP Tulsa as set out in this Section 6 ;

(iv) Tulsa Refining, at its expense, shall cause the Real Property to be subdivided if and as to the extent required under applicable law, taxed as one or more separate

tax parcels distinct from any other portion of the Tulsa Refinery, and otherwise cause the Real Property to comply with all legal requirements necessary to convey fee title of the Real Property to HEP Tulsa, and HEP Tulsa shall reasonably cooperate with respect thereto; the terms and conditions of this Section 6(b)(iv) shall survive the closing and the delivery of the deed contemplated under this Section 6 ;

(v) Tulsa Refining shall execute, have acknowledged and deliver to HEP Tulsa (A) a special warranty deed on the closing date for the sale of the Real Property conveying the Real Property unto HEP Tulsa free and clear of all encumbrances created or allowed by Tulsa Refining other than those set forth in Section 6(b)(ii) above and reserving for Tulsa Refining an easement in, on, under and over the Real Property for the use, operation, maintenance, repair, replacement, and location of any rail lines existing as of the date of such conveyance, and (B) an access agreement in favor of HEP Tulsa granting access rights comparable to the access rights granted in the License Agreement and otherwise reasonably acceptable to both HEP Tulsa and Tulsa Refining;

(vi) subject to the requirements set forth in Section 6(b)(ii) and Section 6(b)(v)(A) , the sale of the Real Property shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying the Real Property shall contain appropriate disclaimers;

(vii) the termination of the Tulsa Throughput Agreement, if applicable;

(viii) neither HEP Tulsa nor Tulsa Refining shall have any obligation to sell or buy the Real Property if any required written consents of governmental authorities and other third parties have not been obtained or such sale or purchase is prohibited by Applicable Law; and

(ix) the sale of the Real Property shall be subject to the receipt of any consents or waivers required pursuant to the Second Amended and Restated Credit Agreement, dated as of April 7, 2009, among Holly Corporation, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS Loan Finance LLC and U.S. Bank National Association, as Co-Documentation Agents, and Union Bank of California, N.A. and Compass Bank, as Syndication Agents, as such agreement may be amended, restated, otherwise modified or refinanced from time to time.

(c) Tulsa Refining and HEP Tulsa shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided , however , that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then Tulsa Refining may notify HEP Tulsa that it is waiving its option to sell the Real Property and thereafter neither Tulsa Refining nor HEP Tulsa shall have any further obligation under this Section 6 with respect to Tulsa Refining’s prior election to sell the Tulsa Loading Racks.

(d) At the request of either party hereto, Tulsa Refining and HEP Tulsa shall execute and acknowledge a memorandum evidencing the existence of the put option rights and obligations under this Section 6 , such memorandum to be in a form that can be recorded in the real property records of Tulsa County, Oklahoma and otherwise reasonably acceptable to each party; thereafter the party requesting such memorandum shall be authorized and permitted to record such memorandum in the real property records of Tulsa County, Oklahoma.

Section 7. Required Action; No Other Rights

The Parties agree that they will cooperate with the reasonable due diligence efforts of any Person acquiring the Tulsa Loading Racks pursuant to any Party’s exercise of its rights under this Agreement to purchase or sell the Tulsa Loading Racks.

Section 8. Effectiveness and Term

This Agreement shall be effective as of August 1, 2009 and shall terminate simultaneously with the termination of the Tulsa Throughput Agreement, including an extensions or amendments of such agreement, unless extended by written mutual agreement of the Parties hereto.

Section 9. Notices

Notices to Tulsa Refining:

Holly Refining & Marketing — Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: David L. Lamp
Email address: president@hollycorp.com

with a copy, which shall not constitute notice, but is required in
order to give proper notice, to:

Holly Refining & Marketing — Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollycorp.com

Notices to HEP Tulsa:

HEP Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: David G. Blair
Email address: SVP-HEP@hollyenergy.com

with a copy, which shall not constitute notice, but is required in
order to give proper notice, to:

HEP Tulsa LLC
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollycorp.com

(b) Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 9 .

Section 10. Miscellaneous

(a) Amendments and Waivers . No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. Any of the exhibits or schedules to this Agreement may be amended, modified, revised or updated by the Parties if each of the Parties execute an amended, modified, revised or updated exhibit or schedule, as applicable, and attach it to this Agreement. Such amended, modified, revised or updated exhibits or schedules shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit or schedule to this Agreement and shall replace the prior exhibit or schedule, as applicable, in its entirety, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

(b) Successors and Assigns .

written consent of Tulsa Refining (in the case of any assignment by HEP Tulsa) or HEP Tulsa (in the case of any assignment by Tulsa Refining); provided , however , that (i) HEP Tulsa may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Tulsa without Tulsa Refining’s consent, (ii) Tulsa Refining may make such an assignment (including a pro rata partial assignment) to an Affiliate of Tulsa Refining without HEP Tulsa’s consent, (iii) Tulsa Refining may make a collateral assignment of its rights and obligations hereunder and/or grant a security interest in its rights and obligations to all or a portion of the Tulsa Loading Racks to any bona fide third party lender or debt holder, or trustee or representative for any of them without HEP Tulsa’s consent, (iv) HEP Tulsa may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the Tulsa Loading Racks to a bona fide third party lender or debt holder, or trustee or representative for any of them without Tulsa Refining’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to Tulsa Refining a non-disturbance agreement in such form as is reasonably satisfactory to Tulsa Refining and such third party lender, debt holder, or trustee, (v) HEP Tulsa may assign all of its rights and obligations under this Agreement to any Person to whom it transfers the Tulsa Loading Racks without Tulsa Refining’s consent, and (vi) Tulsa Refining may assign all of its rights and obligations under this Agreement to any third party(ies) that acquire the Tulsa Refinery without HEP Tulsa’s consent. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The Parties agree to require their respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Party, their obligations under this Agreement.

(ii) HEP Tulsa agrees that it will require any Person to whom it transfers the Tulsa Loading Racks to expressly assume all of HEP Tulsa’s obligations under this Agreement and the Tulsa Throughput Agreement, in a form of agreement reasonably acceptable to Tulsa Refining.

(c) Severability . If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

(d) Choice of Law . This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

(e) Arbitration Provision . Except as permitted under Section 10(i) , any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 10(e) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 10(e) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator

Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of Tulsa Refining, HEP Tulsa or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Tulsa Refining, HEP Tulsa and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between Tulsa Refining, HEP Tulsa or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

(f) Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

(g) Headings . Headings of the Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. All references in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.

(h) Limitation of Damages . NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED , HOWEVER , THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY TO

(x) A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER PARTY OR ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE).

(i) Security Agreement . This Agreement constitutes a “Security Agreement” on the Tulsa Loading Racks as personal property within the meaning of the UCC and other applicable law. To this end, HEP Tulsa grants to Tulsa Refining a security interest in the Tulsa Loading Racks to secure the performance of HEP Tulsa hereunder, and agrees that Tulsa Refining shall have all the rights and remedies of a secured party under the UCC with respect to the Tulsa Loading Racks. If HEP Tulsa fails to convey, transfer and assign the Tulsa Loading Racks in accordance with the provisions of this Agreement, then Tulsa Refining shall be permitted to foreclose on the Tulsa Loading Racks in accordance with and as permitted under the UCC. Any notice of sale, disposition or other intended action by Tulsa Refining with respect to the Tulsa Loading Racks sent to HEP Tulsa at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to HEP Tulsa. HEP Tulsa hereby irrevocably authorizes Tulsa Refining at any time and from time to file in any filing office in any UCC jurisdiction one or more financing or continuation statements and amendments thereto, relative to all or any part of the Tulsa Loading Racks, without the signature of HEP Tulsa where permitted by law. Tulsa Refining acknowledges and agrees that its security interest in the Tulsa Loading Racks granted hereunder (i) is automatically subordinate to the security interest of Union Bank, N.A. in the Tulsa Loading Racks until the termination or expiration of the Amended and Restated Credit Agreement dated as of August 27, 2007, as amended from time to time, among Holly Energy Partners — Operating, L.P., as Borrower, the financial institutions party thereto, and Union Bank, N.A., formerly known as Union Bank of California, N.A., as Administrative Agent, Issuing Bank and Sole Lead Arranger and (ii) is subject to any Subordination, Non-Disturbance and Attornment Agreement entered into among Union Bank, N.A., as administrative agent, and Tulsa Refining. Tulsa Refining further agrees to subordinate its security interest in the Tulsa Loading Racks granted hereunder to any future security interest in the Tulsa Loading Racks granted by HEP Tulsa in favor of any third-party providing financing to HEP Tulsa, so long as the holder of such future financing executes and delivers to Tulsa Refining a subordination, non-disturbance and attornment agreement recognizing and agreeing not to disturb Tulsa Refining’s rights under this Agreement and the Tulsa Throughput Agreement, and otherwise being in form and substance reasonably acceptable to Tulsa Refining.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above.


	HOLLY REFINING & MARKETING — TULSA LLC
	By:	/s/ David L. Lamp
		David L. Lamp
		President

	HEP TULSA LLC
	By:	/s/ David G. Blair
		David G. Blair
		Senior Vice President

Signature Page 1 of 1 to the Tulsa Purchase Option Agreement

EXHIBIT A
SUMMARY OF EXERCISABILITY OF THE PURCHASE OPTION AND PUT RIGHTS

For ease of reference, following is a summary of the time of exercisability of the purchase option pursuant to Section 2 and the put rights pursuant to Section 5 and Section 6 :

	•		Pursuant to Section 2 , Tulsa Refining may elect to purchase the Tulsa Loading Racks by providing prior written notice to HEP Tulsa of its desire to so purchase the Tulsa Loading Racks not more than twenty-four (24) months and not less than twelve (12) months prior to the date of termination of this Agreement.

	•		Pursuant to Section 5(a) , HEP Tulsa may elect to sell the Tulsa Loading Racks to Tulsa Refining by providing prior written notice to Tulsa Refining of its desire to so sell the Tulsa Loading Racks not less than six (6) months prior to the date of termination of this Agreement.

	•		Pursuant to Section 6 , Tulsa Refining may elect to sell the Real Property to HEP Tulsa by providing prior written notice to HEP Tulsa of its desire to so sell the Real Property not more than six (6) months and not less than twenty (20) days prior to the date of termination of this Agreement. Tulsa Refining’s option to sell the Real Property to HEP Tulsa may not be exercised (i) if Tulsa Refining has exercised its option to purchase the Tulsa Loading Racks pursuant to Section 2 or Section 3 , (ii) if HEP Tulsa has exercised its right to sell the Tulsa Loading Racks to Tulsa Refining pursuant to Section 5(a) , (iii) with respect to the real property underlying the Sale Assets which Tulsa Refining has exercised its right of first refusal to purchase pursuant to Section 4 , or (iv) at any time prior to that date which is six (6) months prior to the date of scheduled termination of this Agreement.

	•		Pursuant to Section 5(b) , if Tulsa Refining has exercised its option pursuant to Section 6 to sell the Real Property to HEP Tulsa, then HEP Tulsa may elect to sell the Tulsa Loading Racks to Tulsa Refining by providing written notice to Tulsa Refining of its desire to so sell the Tulsa Loading Racks within fifteen (15) days following its receipt of the Real Property Put Right Notice. In the event HEP Tulsa duly exercises its option to sell the Tulsa Loading Racks to Tulsa Refining pursuant to Section 5(b) , then Tulsa Refining’s exercise of its option to sell the Real Property to HEP Tulsa pursuant to Section 6 shall automatically be voided and of no further force and effect.

In the event of any conflict between the terms of this Exhibit A and the terms of Section 2 , Section 5 or Section 6 , the terms and provisions of Section 2 , Section 5 and Section 6 , as applicable, shall control.

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