Exhibit 10.1

Execution Version

LLC INTEREST PURCHASE AGREEMENT

[El Dorado Osage LLC]

by and among

HOLLYFRONTIER REFINING & MARKETING LLC,

as Seller,

with

HOLLYFRONTIER CORPORATION,

as Guarantor

HOLLY ENERGY PARTNERS – OPERATING, L.P.,

as Buyer

and

HOLLY ENERGY PARTNERS, L.P.

Solely in Respect of Section 2.2(c)

Effective as of February 22, 2016

TABLE OF CONTENTS

i

ii

iii

LLC INTEREST PURCHASE AGREEMENT

[El Dorado Osage]

THIS LLC INTEREST PURCHASE AGREEMENT (this “ Agreement ”) dated as of February 22, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HOLLYFRONTIER REFINING & MARKETING LLC, a Delaware limited liability company (“ Seller ”), HOLLYFRONTIER CORPORATION, a Delaware corporation (“ HFC ”), HOLLY ENERGY PARTNERS – OPERATING, L.P. , a Delaware limited partnership (“ Buyer ”), HOLLY ENERGY PARTNERS, L.P. , a Delaware limited partnership (the “ Partnership ”) and HEP LOGISTICS, L.P. , a Delaware limited liability company (“ HEP General Partner ”). Seller and Buyer are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .” HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement. The Partnership and HEP General Partner join this Agreement solely in respect of Section 2.2(c) .

WHEREAS , Seller is the sole member of El Dorado Osage LLC, a Delaware limited liability company (the “ Company ”);

WHEREAS , the Company is party to that certain Transfer of LLC Membership Interest Agreement by and among an Affiliate of Magellan Pipeline Company, L.P., a Delaware limited partnership, as seller (“ Magellan ”), and the Company, as buyer, dated the date hereof (the “ Magellan Agreement ”), whereby the Company proposes to acquire a fifty percent (50%) limited liability company membership interest (the “ Osage Membership Interest ”) in Osage Pipe Line Company, LLC, a Delaware limited liability company (“ Osage ”), pursuant to and on the terms provided in the Magellan Agreement;

WHEREAS , immediately following consummation of the transactions contemplated by the Magellan Agreement, including Seller’s acquisition of the Osage Membership Interest, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the issued and outstanding limited liability company membership interests of the Company (the “ LLC Interest ”) pursuant to and on the terms provided in this Agreement in exchange for the consideration set forth herein, including the transfer of the El Paso Hawkins Terminal pursuant to that certain Refined Products Terminal Transfer Agreement by and between HEP Refining Assets, L.P., a Delaware limited partnership and Affiliate of Buyer, as seller, and El Paso Logistics LLC, a Delaware limited liability company and Affiliate of Seller, as buyer, dated the date hereof (the “ Terminal Transfer Agreement ”);

WHEREAS , in connection with the acquisition of the LLC Interest and in addition to the other transactions contemplated by the Terminal Transfer Agreement, the Parties and their respective Affiliates desire to (i) enter into the Amended and Restated Omnibus Agreement (as defined below), (ii) enter into the Second Amended and Restated Pipelines and Terminals Agreement (as defined below), and (iii) enter into an amendment to the Amended and Restated Master Throughput Agreement (as defined below);

NOW, THEREFORE , in consideration of the foregoing and the covenants set forth herein, 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. Definitions . Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit A .

1.2. Interpretation . Matters relating to the interpretation of this Agreement are set forth on Exhibit B .

ARTICLE II

PURCHASE OF LLC INTEREST

2.1. Transfer of LLC Interest . Subject to all of the terms and conditions of this Agreement, Seller hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Seller, the LLC Interest, free and clear of all Encumbrances.

2.2. Obligations . In connection with the transfer of the LLC Interest and the other transactions contemplated hereby:

(a) Concurrently with, and in consideration for, the transfer of the LLC Interest to Buyer, Buyer shall cause HEP Refining to transfer to El Paso Logistics the El Paso Hawkins Terminal pursuant to and in accordance with the Terminal Transfer Agreement and enter into the other transactions contemplated by this Agreement.

(b) If during any Contract Quarter during the five (5) year period commencing on the date on which the El Dorado refinery owned and operated by an affiliate of HFC connects to a pipeline other than the Osage Pipeline for the delivery of crude, Seller’s Quarterly Average Daily Volume is less than 105,000 bpd for reasons attributable to Seller and not otherwise excused under the applicable tariffs for the Osage Pipeline or by an event of Force Majeure at the El Dorado Refinery (the “ Volume Shortfall ”), Seller will pay to Buyer an amount equal to (a) 50% of the quality-appropriate posted tariff on the Osage Pipeline, per barrel, multiplied by (b) the Volume Shortfall, multiplied by (c) the number of days in such Contract Quarter (excluding any days excused under applicable tariffs for the Osage Pipeline or by an event of Force Majeure at the El Dorado Refinery). Such payment shall be made by Seller within ten (10) Business Days after receipt by Seller of an invoice therefor from Buyer, together with reasonably sufficient supporting documentation. In addition, on at least a Contract Quarter basis, Buyer shall provide Seller will all reasonably necessary reports and documentation supporting any requested payment pursuant to this Section 2.2(d) . Any suspension of the obligations of the Parties to ship on the Osage Pipeline as a result of Force Majeure shall extend the payment period provided for in this Section 2.2(b) (to the extent so affected) for a period equal to the duration of the inability caused by Force Majeure. Seller will be required to pay any amounts accrued and due under this Section 2.2(b) at the time of the Force Majeure event.

(c) Within a reasonable time after the Effective Time, Seller, in cooperation with Buyer, shall obtain an appraisal (the “ Appraisal ”) of the fair market value of the (i) El Paso Hawkins Terminal (the “ Terminal Value ”), and (ii) the Osage Membership Interest (the “ Membership Interest Value ”) from an appraiser or appraisers of national reputation with experience appraising pipelines and terminals selected by Seller and to whom Buyer has no reasonable objection. Seller and Buyer shall each bear one-half of the fees and costs of the Appraisal.

2

(i) If within fifteen (15) days after delivery of the Appraisal to Buyer (the “ Objection Period ”), Buyer has not given Seller written notice of an objection as to the Appraisal (which notice shall state in reasonable detail the basis of Buyer’s objections (the “ Objection Notice ”)), the Appraisal and determination of the Terminal Value and the Membership Interest Value as reflected in the Appraisal will be final, binding and conclusive on the Parties, absent fraud or manifest error.

(ii) In the event that the Terminal Value is less than the Membership Interest Value, the Parties will enter into Amendment No. 5 to First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. substantially in the form of Exhibit C (“ Amendment No. 5 ”). In the event that the Terminal Value is more than the Membership Value, neither Party shall have any obligation to enter into Amendment No. 5, and Seller shall contribute to the Partnership an amount in cash equal to the excess of the Terminal Value over the Membership Value.

(iii) If Buyer timely gives Seller an Objection Notice within the Objection Period and if Seller and Buyer fail to resolve the issues raised by the Objection Notice within thirty (30) days after giving the Objection Notice, the Parties shall submit the issues remaining in dispute for resolution to a recognized independent appraisal company acceptable to the Parties (the “ Independent Appraiser ”). The Independent Appraiser shall be directed to resolve only those issues in dispute and render a written report on the resolution of disputed issues with respect to the Terminal Value and/or the Membership Interest Value no later than sixty (60) days after the date on which the Independent Appraiser are engaged. Seller and Buyer shall use commercially reasonable efforts to furnish or cause to be furnished to the Independent Appraiser such documents and information related to the disputed issues as the Independent Appraiser may request and are available to such Party. Seller and Buyer shall each bear one-half of the fees and costs of the Independent Appraiser. The determination of the Terminal Value and the Membership Interest Value as reflected in the Independent Appraiser’s report will be final, binding and conclusive on the Parties, absent fraud or manifest error.

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 date hereof (the “ Effective Time ”).

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

(a) A counterpart to the assignment of limited liability company membership interests transferring the LLC Interest to Buyer, substantially in the form of Exhibit D (the “ Assignment ”), duly executed by Seller.

(b) The original minute books, company books and membership registers for the Company.

3

(c) A counterpart of the Second Amended and Restated Refined Products Pipelines and Refined Products Terminals Agreement in a form mutually acceptable to the Parties (the “ Second Amended and Restated Pipelines and Terminals Agreement ”), duly executed by Seller.

(d) A counterpart of the Fourteenth Amended and Restated Omnibus Agreement in a form mutually acceptable to the Parties (the “ Amended and Restated Omnibus Agreement ”), duly executed by HFC and each applicable subsidiary of HFC (excluding the HEP Entities).

(e) A counterpart of the Amended and Master Throughput Agreement in a form mutually acceptable to the Parties (as the same may be amended from time to time hereafter, the “ Amended and Restated Master Throughput Agreement ”), duly executed by HFC and each applicable subsidiary of HFC (excluding the HEP Entities).

(f) Evidence in form and substance satisfactory to Buyer of the release and termination of any Encumbrances on the LLC Interest, if any.

(g) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HFC (the person from whom Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

3.3. Deliveries by Buyer . At the Closing (or such later date as may be set forth below), Buyer shall deliver, or cause to be delivered, to Seller the following:

(a) A counterpart of the Assignment duly executed by Buyer.

(b) A counterpart of the Second Amended and Restated Pipelines and Terminals Agreement, duly executed by Buyer.

(c) A counterpart of the Amended and Restated Omnibus Agreement, duly executed by the Partnership and each applicable subsidiary of the Partnership.

(d) A counterpart of the Amended and Restated Master Throughput Agreement, duly executed by the Partnership and each applicable subsidiary of the Partnership.

3.4. Closing Costs; Transfer Taxes and Fees .

(a) Allocation of Costs . Buyer shall pay the cost of all sales, transfer and use taxes arising out of the transfer of the LLC Interest.

(b) Reimbursement . If a Party 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 SELLER

Seller hereby represents and warrants to Buyer that as of the Effective Time:

4.1. Organization . Seller is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

4

4.2. Authorization . Seller has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Seller Ancillary Documents. The execution, delivery, and performance by Seller of this Agreement and the Seller Ancillary Documents and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes, and each Seller Ancillary Document executed or to be executed by Seller has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of 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 Applicable 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.

4.3. Company Status .

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and (i) has all requisite limited liability company power and authority to own, operate, use or lease its properties and assets and to carry on its business as it is now being conducted, and (ii) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified, licensed or authorized, except, in the case of clause (ii), where the failure to have such power and authority or to be so qualified, licensed or authorized would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect on the Company. Schedule 4.3(a) lists all jurisdictions in which the Company is qualified to do business.

(b) The Company does not directly or indirectly, own any interest in any corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity, foreign or domestic.

(c) The Company was formed for the purpose of acquiring the Osage Membership Interest, has no assets except for the Osage Membership Interest, and has not conducted any business other than the ownership of the Osage Membership Interest.

(d) Seller has made available to Buyer a copy of the certificate of formation and limited liability company agreement of the Company, such copy being complete and correct and in full force and effect on the date hereof, and no amendment or modification of any such document has been filed, recorded or is pending or contemplated. The Company is not in violation of any provision of its certificate of formation or limited liability company agreement.

4.4. No Conflicts or Violations; No Consents or Approvals Required .

(a) The execution, delivery and performance by Seller of this Agreement and the other Seller Ancillary Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a), violate in any material respect any Applicable Law or material Contract binding upon Seller. Except as set forth on Schedule 4.4(a) , no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller’s execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby.

5

(b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company’s organizational documents or (ii) 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 Company. Except as set forth on Schedule 4.4(b) , no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

4.5. Absence of Litigation; Compliance with Law . There is no Action pending or, to the Knowledge of Seller, threatened against (i) the Company or (ii) Seller 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 Seller to perform its obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The Company has operated in compliance with all Applicable Laws except as would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect on the Company.

4.6. Title to LLC Interest; Capitalization .

(a) Seller is the record owner of and has good and valid title to the LLC Interest, free and clear of all Encumbrances, and sole and unrestricted voting power and power of disposition with respect to all of the LLC Interest. Except for any Claims arising under this Agreement and any other agreement entered into by Seller in connection with this Agreement, Seller and its Affiliates have no Claims of any kind against the Company, or any of its officers, managers, directors or employees. The LLC Interest has been duly authorized and validly issued in accordance with Applicable Laws and the organizational documents of the Company, including its limited liability company agreement, and is fully paid (to the extent required by the limited liability company agreement of the Company) and nonassessable (except to the extent such nonassessability may be affected by Sections 18-607 and 18-804 of DLLCA).

(b) There are no options or rights to purchase or acquire, or agreements, arrangements, commitments or understandings relating to, the LLC Interest except pursuant to this Agreement and the Amended and Restated Omnibus Agreement. There are no (i) authorized or outstanding securities of or equity interests in the Company of any kind other than the LLC Interest, (ii) there are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (preemptive, contingent or otherwise) obligating Seller or Company to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any securities of or equity interest in the Company; and (iii) there are no outstanding securities or obligations of any kind of any of the Company that are convertible into or exercisable or exchangeable for any equity interest in the Company.

(c) Upon consummation of the transactions contemplated by this Agreement, Buyer will have the entire record and beneficial ownership of the LLC Interest, free and clear of all Encumbrances.

(d) Neither the ROFR Waiver Letter nor the Osage LLC Agreement has been amended, supplemented or otherwise modified. The acquisition by the Company of the Osage

6

Membership Interest pursuant to the Magellan Agreement was, and the acquisition of the LLC Interest by Buyer pursuant to this Agreement is, a Proposed Transaction (as defined in the ROFR Waiver Letter) and is permitted under the Osage LLC Agreement without entitling the counterparty thereto to exercise any rights of first refusal or tagalong rights.

4.7. No Undisclosed Liabilities . Except as set forth on Schedule 4.7 , the Company does not now have any indebtedness or liability (whether absolute, accrued, contingent or otherwise) of any nature, other than its obligations under the Magellan Agreement, and (a) neither Seller (or any other HFC Entity, as the case may be) nor to Seller’s Knowledge, any counterparty thereto, is in material breach of its obligations under the Magellan Agreement or ROFR Waiver Letter, and (b) neither the Company, nor to Seller’s Knowledge, any counterparty thereto, is currently in material breach of its obligations under the Magellan Agreement.

4.8. No Employees . The Company does not now have nor has it ever had any employees.

4.9. Taxes . The Company and Osage have filed, on or before the applicable due date (including any extensions thereof), all material tax returns that they were required to file, and all such tax returns were accurate, correct, and complete in all material respects. All taxes due and owing by the Company and Osage have been paid in full or are being properly contested. The Company is, and at all time since its formation has been, disregarded as an entity separate from Seller for U.S. federal income tax purposes, and no election has been filed on or before the Closing Date that would change such classification on or after the Closing Date. Osage has been and is currently classified as a partnership for purposes of federal and state income tax laws.

4.10. 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 Seller who is entitled to receive from Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that as of the Effective Time:

5.1. Organization . Buyer is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

5.2. Authorization . Buyer has full partnership power and authority to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents. The execution, delivery, and performance by Buyer of this Agreement and the Buyer Ancillary Documents and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary partnership action of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes, and each such Buyer Ancillary Document executed or to be executed Buyer has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of 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 Applicable 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 Buyer of this Agreement and the Buyer Ancillary Documents does not, and

7

consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provisions of Buyer’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section 5.3 , violate in any material respect any Applicable Law or material contract binding upon Buyer. Except as set forth on Schedule 5.3 , no Consent of any Governmental Authority or any other person is required for Buyer in connection with the Buyer’s execution, delivery or performance of this Agreement or the Buyer Ancillary Documents 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 Buyer, threatened against Buyer or any of its Affiliates relating to the transactions contemplated by this Agreement or the Buyer Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of 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 Buyer who is entitled to receive from Seller any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HFC

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

6.1. Organization . HFC is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

6.2. Authorization . HFC has full corporate power and authority to execute, deliver, and perform its obligations under Articles VI and XI . The execution, delivery, and performance by HFC of its obligations under this Agreement and the consummation by HFC of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of HFC. This Agreement has been duly executed and delivered by HFC and constitutes a valid and legally binding obligation of HFC with respect to Articles VI and XI , 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 Applicable 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.

6.3. No Conflicts or Violations; No Consents or Approvals Required . The execution, delivery and performance by HFC of its obligations under this Agreement does not, and consummation of the transactions contemplated hereby will not, (i) violate, conflict with, or result in any breach of any provisions of HFC’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 HFC. Except as set forth on Schedule 6.3 , no Consent of any Governmental Authority or any other person is required for HFC in connection with the execution, delivery and performance of its obligations this Agreement or the consummation by HFC of the transactions contemplated hereby.

8

6.4. Absence of Litigation . There is no Action pending or, to the Knowledge of HFC, threatened against HFC or any of its Affiliates relating to the transactions contemplated by this Agreement or which, if adversely determined, would reasonably be expected to materially impair the ability of HFC to perform its obligations and agreements under this Agreement and to consummate the transactions contemplated hereby.

6.5. 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 HFC who is entitled to receive from Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE VII

COVENANTS

7.1. Additional Agreements . Subject to the terms and conditions of this Agreement, the Ancillary Documents and the Amended and Restated 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 VIII

ADDITIONAL AGREEMENTS

8.1. 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 Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

ARTICLE IX

INDEMNIFICATION

9.1. Indemnification of Buyer and Seller . From and after the Closing and subject to the provisions of this Article IX , (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.

9.2. 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 may have to such Indemnified Party under this Article IX 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:

(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

9

writing by 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 shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article IX 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.

9.3. Direct Claims . In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 9.2 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. Subject to the limitations set forth in Section 9.4(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.

9.4. Limitations . The following provisions of this Section 9.4 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 IX unless a written claim for indemnification in accordance with Section 9.2 or Section 9.3 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 anniversary of the Closing Date; provided that the Indemnifying Party shall be liable for Indemnified Costs with respect to claims for indemnification

10

for breach of the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.3(a) (Company Status), 4.6 (Title to LLC Interest; Capitalization), 4.9 (Taxes), 5.1 (Organization), 5.2 (Authorization), 6.1 (Organization) and 6.2 (Authorization), if a written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the Indemnifying Party at any time prior to the expiration of the applicable statute of limitations.

(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, Buyer’s and the other Buyer Indemnified Parties’ and Seller 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 IX . 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 Amended and Restated Omnibus Agreement.

9.5. Tax Related Adjustments . Seller and Buyer agree that any payment of Indemnified Costs made hereunder by Buyer will be treated by the Parties on their tax returns as an adjustment to the taxable consideration received by Buyer in exchange for the El Paso Hawkins Terminal.

ARTICLE X

MISCELLANEOUS

10.1. Expenses . Except as provided in Section 3.4 of this Agreement, or as provided in the Ancillary Documents or the Amended and Restated 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.

10.2. Notices . Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner, and deemed delivered at the time, set forth in the Amended and Restated Omnibus Agreement.

10.3. 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.

10.4. Dispute Resolution . Any Dispute arising out of or in connection with this Agreement, including any question regarding the existence, or validity or termination of this Agreement, shall be exclusively resolved in accordance with the provisions relating to dispute resolution set forth in the Amended and Restated Omnibus Agreement. Pending resolution of any Dispute between the Parties, the Parties shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Dispute.

11

10.5. Governing Law; Jurisdiction; Waiver of Jury Trial . 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. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Dallas, Texas. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.6. Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each Party 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.

10.7. 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 Parties that any such collateral assignment has been foreclosed upon, such non-assigning Parties shall be entitled to deal exclusively with Seller or HFC, as the case may be, as to any matters arising under this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement (other than for delivery of notices required by any such collateral assignment). Except as otherwise provided in this Section 10.7 , 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 Parties.

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

10.9. 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.

10.10. Director and Officer Liability . The directors, managers, officers, partners and stockholders of HFC, Buyer, 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, if applicable, as a direct party to or as an assignee of this Agreement or pursuant to a written guarantee.

10.11. Integration . This Agreement and the Ancillary Documents supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement and the Ancillary Documents 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 or the Ancillary Documents unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement or the Ancillary Documents. To the extent that there is any conflict between the Ancillary Documents and this Agreement, this Agreement shall prevail.

10.12. 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 Amended and Restated Omnibus Agreement, the terms and provisions of the Amended and Restated Omnibus Agreement shall control.

12

10.13. 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.

10.14. 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, on the anniversary of the Closing Date, except that the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.3(a) (Company Status), 4.6 (Title to LLC Interest; Capitalization), 4.9 (Taxes), 5.1 (Organization), 5.2 (Authorization), 6.1 (Organization) and 6.2 (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 9.4(a) shall survive with respect to such claim until such claim is finally paid or adjudicated.

10.15. 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 AND THE ANCILLARY DOCUMENTS AND THE AMENDED AND RESTATED 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, 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 LLC INTEREST OR ANY ASSETS OWNED BY OSAGE, (II) THE INCOME TO BE DERIVED FROM THE LLC INTEREST OR THE ASSETS OWNED BY OSAGE, (III) THE SUITABILITY OF THE ASSETS OWNED BY OSAGE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREWITH, (IV) THE COMPLIANCE OF OR BY THE ASSETS OWNED BY OSAGE OR THEIR OPERATION WITH ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OWNED BY OSAGE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED 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 LLC INTEREST, THE COMPANY OR THE ASSETS OF OSAGE FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE LLC INTEREST IS TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST 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

13

EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LLC INTEREST, THE COMPANY OR THE ASSETS OF OSAGE 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 AMENDED AND RESTATED OMNIBUS AGREEMENT.

ARTICLE XI

GUARANTEE

11.1. Payment Guaranty . HFC unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to Buyer the punctual and complete payment in full when due of all Buyer Indemnified Costs by the Indemnifying Party under this Agreement (collectively, the “ Payment Obligations ”). HFC agrees that Buyer shall be entitled to enforce directly against HFC any of the Payment Obligations.

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

(a) any assignment or other transfer of the Agreement or any of the rights thereunder of Buyer;

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

(c) any acceptance by Buyer of partial payment or performance from the Indemnifying Party;

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Indemnifying Party, or any action taken with respect to the Agreements by any trustee or receiver, or by any court, in any such proceeding;

(e) any absence of any notice to, or Knowledge of, HFC, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (a) through (d); or

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

The obligations of HFC 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.

14

11.3. Waiver . HFC 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 Buyer 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 the Indemnifying Party, any other entity or any collateral.

11.4. Subrogation Waiver . HFC agrees that it shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from the Indemnifying Party for any payments made by HFC under this Article XI until all Payment Obligations have been indefeasibly paid, and HFC 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 the Indemnifying Party until all Payment Obligations have been indefeasibly paid.

11.5. Reinstatement . The obligations of HFC under this Article XI 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 the Indemnifying Party or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of the Indemnifying Party or such other entity, or for any other reason, all as though such payment had not been made.

11.6. Continuing Guaranty . This Article XI 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 HFC, its successors and assigns and (iii) inure to the benefit of and be enforceable by Buyer and its successors, transferees and assigns.

11.7. No Duty to Pursue Others . It shall not be necessary for Buyer (and HFC hereby waives any rights which HFC may have to require Buyer), in order to enforce such payment by HFC, first to (i) institute suit or exhaust its remedies against the Indemnifying Party or others liable on the Payment Obligations or any other person, (ii) enforce Buyer’s rights against any other guarantors of the Payment Obligations, (iii) join the Indemnifying Party or any others liable on the Payment Obligations in any action seeking to enforce this Article XI , (iv) exhaust any remedies available to Buyer 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.

[ The Remainder of this Page is Intentionally Left Blank]

15

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Time.

[Signature Page to LLC Interest Purchase Agreement]

[Signature Page to LLC Interest Purchase Agreement]

EXHIBIT A

to

LLC INTEREST PURCHASE AGREEMENT

Definitions

“ Action ” means any claim, action, suit, investigation, inquiry, proceeding, condemnation or audit by or before any court or other Governmental Authority 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, no HollyFrontier Entity will be considered an Affiliate of an HEP Entity, and no HEP Entity will be considered an Affiliate of a HFC Entity.

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

“ Amended and Restated Omnibus Agreement ” has the meaning set forth in Section 3.2(d) .

“ Amendment No. 5 ” has the meaning set forth in Section 2.2(c)(ii) .

“ 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 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.

“ Appraisal ” has the meaning set forth in Section 2.2(c) .

“ Assignment ” has the meaning set forth in Section 3.2(a) .

“ bpd ” means barrels per day.

“ Business Day ” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“ Buyer ” has the meaning set forth in the Preamble.

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

Exhibit A-1

“ Buyer Indemnified Costs ” means, subject to Article IX , any and all damages, losses, Claims, assessments, judgments, 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. 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 (a) a third-party action for such indirect, consequential, punitive or exemplary damages, or (b) the gross negligence or willful misconduct of Seller or, to the extent occurring before the Closing Date, the Company).

“ Buyer Indemnified Parties ” means Buyer and the Partnership and each officer, director, partner, manager, employee, consultant, stockholder, and Affiliate of Buyer and the Partnership, 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.

“ Closing ” has the meaning set forth in Section 3.1 .

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

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

“ Company ” has the meaning set forth in the Recitals.

“ 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 Authority, 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.

“ Contract Quarter ” means each three-month calendar quarter, commencing January 1, 2016.

“ Dispute ” means any dispute or difference that arises between the Parties in connection with or arising out of this Agreement (including, any dispute as to the termination or invalidity of this Agreement or any provision of it).

“ DLLCA ” means the Delaware Limited Liability Company Act, 6 Del.C. §18-101 et seq ., as amended from time to time.

Exhibit A-2

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

“ El Dorado Refinery ” means the petroleum refinery owned by HollyFrontier El Dorado Refining LLC and located in El Dorado, Kansas.

“ El Paso Hawkins Terminal ” has the meaning set forth in the Terminal Transfer Agreement.

“ El Paso Logistics ” means El Paso Logistics LLC, a Delaware limited liability company and Affiliate of Seller.

“ 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 Applicable Law, any voting trust or voting agreement, stockholder agreement or proxy.

“ Force Majeure ” has the meaning set forth in the Amended and Restated Omnibus 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.

“ HEP Entities ” means Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P. and the Partnership and its direct and indirect subsidiaries.

“ HEP General Partner ” has the meaning set forth in the Preamble.

“ HEP Refining ” means HEP Refining Assets, L.P., a Delaware limited partnership and Affiliate of Buyer.

“ HFC ” has the meaning set forth in the Preamble.

“ HFC Entities ” means HFC and its direct and indirect subsidiaries other than the HEP Entities.

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

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

“ Indemnifying Party ” has the meaning set forth in Section 9.2 .

“ Independent Appraiser ” has the meaning set forth in Section 2.2(c)(iii) .

“ Knowledge ” and any variations thereof, or words to the same effect, means (i) with respect to Seller and HFC, actual knowledge after reasonable inquiry of George Damiris; and (ii) with respect to Buyer, actual knowledge after reasonable inquiry of Mark T. Cunningham and Richard L. Voliva III.

“ LLC Interest ” has the meaning set forth in the Recitals.

Exhibit A-3

“ Magellan ” has the meaning set forth in the Recitals.

“ Magellan Agreement ” has the meaning set forth in the Recitals.

“ 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 Applicable 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.

“ Membership Interest Value ” has the meaning set forth in Section 2.2(c) .

“ Objection Notice ” has the meaning set forth in Section 2.2(c)(i) .

“ Objection Period ” has the meaning set forth in Section 2.2(c)(i) .

“ 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 Authority.

“ Osage ” has the meaning set forth in the Recitals.

“ Osage LLC Agreement ” means the Limited Liability Company Agreement of Osage dated March 2, 2004, as amended on or about the date hereof in connection with the transactions contemplated by this Agreement.

“ Osage Membership Interest ” has the meaning set forth in the Recitals.

“ Osage Pipeline ” means that certain pipeline system owned and operated by Osage and comprised of a 135-mile, 20-inch pipe line originating in Cushing, Oklahoma, and terminating within the El Dorado tank farm near El Dorado, Kansas, along with associated pumping and metering stations and equipment.

“ Partnership ” has the meanings set forth in the Preamble.

“ Party ” and “ Parties ” has the meanings set forth in the Preamble.

“ Payment Obligations ” has the meanings set forth in Section 11.1 .

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.

“ Quarterly Average Daily Volume ” means the volume of product shipped on the Osage Pipeline during any Contract Quarter divided by the number of days in such Contract Quarter, expressed in terms of bpd.

Exhibit A-4

“ ROFR Waiver Letter ” means that certain letter agreement between Seller and McPherson Refinery Inc., a Kansas cooperative marketing association (formerly known as National Cooperative Refinery Association) dated as of December 1, 2015.

“ Second Amended and Restated Pipelines and Terminals Agreement ” has the meaning set forth in Section 3.2(c) .

“ Seller ” has the meaning set forth in the Preamble.

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

“ Seller Indemnified Costs ” means 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 or the Partnership under this Agreement. 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, HFC.

“ Terminal Transfer Agreement ” has the meaning set forth in the Recitals.

“ Terminal Value ” has the meaning set forth in Section 2.2(c) .

“ third-party action ” has the meaning set forth in Section 9.2 .

“ Volume Shortfall ” has the meaning set forth in Section 2.2(b) .

Exhibit A-5

EXHIBIT B

to

LLC INTEREST PURCHASE AGREEMENT

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(b) the words “hereof”, “hereby”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement and references in any Section or definition to any clause means such clause of such Section or definition. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(e) the Exhibits and Schedules hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits and Schedules;

(f) references to a Person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity;

(g) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit B-1

EXHIBIT C

to

LLC INTEREST PURCHASE AGREEMENT

Form of Amendment No. 5

AMENDMENT NO. 5 TO

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP

OF

HOLLY ENERGY PARTNERS, L.P.

[●], 2016

This Amendment No. 5 (this “ Amendment No. 5 ”) to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (the “ Partnership ”), dated as of July 13, 2004, as amended by Amendment No. 1 thereto dated as of February 28, 2005, Amendment No. 2 thereto dated as of July 6, 2005, Amendment No. 3 thereto dated as of April 11, 2008 and Amendment No. 4 thereto dated as of January 16, 2013 (as so amended, the “ Partnership Agreement ”) is hereby adopted effective as of [●], 2016 by HEP Logistics Holdings, L.P., a Delaware limited partnership (the “ General Partner ”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

WHEREAS , Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, and the General Partner has determined that this Amendment No. 5, in connection with the Osage Transactions (as defined below), does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect;

WHEREAS , Section 5.6 of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partners, may issue additional Partnership Securities, or classes or series thereof, for any Partnership purpose at any time and from time to time, and may issue such Partnership Securities for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners; and the Subordination Period has expired;

WHEREAS , Section 13.1(g) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect an amendment that the General Partner determined is necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the Partnership Agreement;

WHEREAS , prior to the date hereof, El Dorado Osage LLC, a Delaware limited liability company (“ El Dorado Osage ”), acquired a 50% membership interest in Osage Pipeline Company LLC, a Delaware limited liability company (the “ Osage Purchase ”), pursuant to the Transfer of LLC Membership Interest Agreement by and among Magellan OLP, L.P., as seller, and El Dorado Osage, as buyer, dated February 22, 2016 (the “ Osage Purchase Agreement ”); and, at the time of the Osage Purchase, El Dorado Osage was an Affiliate of HollyFrontier Refining & Marketing LLC, a Delaware limited liability company (“ HFRM ”);

WHEREAS , prior to the date hereof, HFRM contributed all the membership interest in El Dorado Osage to Holly Energy Partners – Operating, LP, a Delaware limited partnership and Affiliate of the Partnership (“ Operating Partnership ”), pursuant to and upon the terms and subject to the conditions set forth in the LLC Interest Purchase Agreement (the “ Osage LLC Interest Purchase Agreement ”) by and among HFRM, HollyFrontier Corporation, a Delaware corporation, the Partnership, the General Partner and the Operating Partnership, dated February 22, 2016 (such contribution, together with the Osage Purchase, the “ Osage Transactions ”);

WHEREAS , pursuant to the terms of Section 2.2(c) of the Osage LLC Interest Purchase Agreement, the Partnership agreed to cause this Amendment No. 5 to be adopted under the circumstance described therein;

WHEREAS , the General Partner has determined that it is in the best interest of the Partnership to adopt this Amendment No. 5 in order to provide for the issuance of the Special General Partner Interest representing a general partner interest in the Partnership; and

WHEREAS , acting pursuant to the power and authority granted to it: (i) under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment No. 5 does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, and (ii) under Section 13.1(g) of the Partnership Agreement, the General Partner has determined that this Amendment No. 5 is necessary and appropriate in connection with the issuance of the Special General Partner Interest.

NOW, THEREFORE , the Partnership Agreement is amended as follows:

Section 1. Amendment Relating to the Special General Partner Interest .

(a) Section 1.1 is amended to add or amend and restate the following definitions in the appropriate alphabetical order:

(i) “ El Dorado Osage ” means El Dorado Osage LLC, a Delaware limited liability company.

(ii) “ Hawkins Terminal ” means a refined products terminal in El Paso, Texas, located on the real property more particularly described on Exhibit A to the Refined Products Terminal Transfer Agreement, dated February 22, 2016, by and among HEP Refining Assets, L.P., a Delaware limited partnership, the Partnership, El Paso Logistics LLC, a Delaware limited liability company, HFC and the Operating Partnership.

(iii) “ Hawkins Terminal Sharing Ratio ” means the ratio, expressed as a percentage, of the Terminal Value to the Membership Interest Value.

(iv) “ HFC ” means HollyFrontier Corporation, a Delaware corporation.

(v) “ HFRM ” means HollyFrontier Refining & Marketing LLC, a Delaware limited liability company.

(vi) “ Liquidation or Sale Loss ” means any Net Termination Loss recognized after the Liquidation Date or upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group).

(vii) “ Membership Interest Value ” has the meaning ascribed to such term in the Osage LLC Interest Purchase Agreement.

(viii) “ Osage Interests ” means a 50% membership interest in Osage Pipeline Company LLC, a Delaware limited liability company.

(ix) “ Osage LLC Interest Purchase Agreement ” means that certain LLC Interest Purchase Agreement by and among HFRM, HFC, the Partnership, the General Partner and the Operating Partnership, dated February 22, 2016.

(x) “ Partnership Security ” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including, without limitation, Common Units, Subordinated Units, Class B Subordinated Units, Incentive Distribution Rights and the Special General Partner Interest.

(xi) “ Percentage Interest ” means as of any date of determination (a) as to the General Partner (in its capacity as General Partner without reference to any Limited Partner Interests held by it), 2.0%, (b) as to any Unitholder or Assignee holding Units, the product obtained by multiplying (i) 98% less the percentage applicable to paragraph (c) by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder or Assignee by (B) the total number of all Outstanding Units, and (c) as to the holders of additional Partnership Securities issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right and the Special General Partner Interest shall at all times be zero.

(xii) “ Special General Partner Interest ” means a Partnership Security which shall confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to the Special General Partner Interest (and no other rights otherwise available to holders of a Partnership Security).

(xiii) “ Special General Partner Interest Capital Account ” means the Capital Account of the Special General Partner Interest, which Capital Account shall be equal to the amount by which the Membership Interest Value is greater than the Terminal Value.

(xiv) “ Special General Partner Interest Sharing Ratio ” means 100% minus the Hawkins Terminal Sharing Ratio.

(xv) “ Terminal Value ” has the meaning ascribed to such term in the Osage LLC Interest Purchase Agreement.

(xvi) “ Unit ” means a Partnership Security that is designated as a “Unit” and shall include Common Units, Subordinated Units and Class B Subordinated Units, but shall not include (i) a General Partner Interest, (ii) Incentive Distribution Rights or (iii) the Special General Partner Interest.

(b) Article V is amended to add a new Section 5.13 creating a new Partnership Security to read in its entirety as follows:

Section 5.13. Establishment of Special General Partner Interest .

(a) General . The General Partner hereby designates and creates a Partnership Security designated as the “ Special General Partner Interest ”, having only the rights and preferences, and duties and obligations as set forth in this Section 5.13.

(b) Rights of the Special General Partner Interest . The Special General Partner Interest shall have the following rights and preferences and shall be subject to the following duties and obligations.

(i) Allocations . The holder of the Special General Partner Interest shall not be allocated (i) items of income, gain, loss or deduction with respect to such Special General Partner Interest, except to the extent provided by Section 6.1(d)(xiii), or (ii) Net Termination Gain or Net Termination Loss, except as provided in the last sentence of Section 6.1(c)(ii).

(iii) Distributions . Except as set forth in Section 12.4 with respect to an event of dissolution and liquidation of the Partnership, the holder of the Special General Partner Interest shall not be entitled to any distributions.

(iv) Voting Rights . Unless and to the extent otherwise required by the Delaware Act, the Special General Partner Interest shall not be entitled to vote on any matters, whether or not any other Partners are entitled to vote thereon.

(v) No Certificates . Unless the General Partner determines otherwise, the Special General Partner Interest shall not be evidenced by certificates and shall be reflected in the books and records of the transfer agent.

(vi) Registrar and Transfer Agent . The General Partner will act as registrar and transfer agent of the Special General Partner Interest.

(c) Section 6.1(c)(ii) of the Partnership Agreement is amended to add the following after 6.1(c)(ii)(C) as a proviso applying to each of (A), (B) and (C):

Provided, however, that in the event of allocating Liquidation or Sale Loss, if the Special General Partner Interest Capital Account has not previously been reduced to zero, Liquidation or Sale Loss shall be first allocated to the Special General Partner Interest until the Special General Partner Interest Capital Account is reduced to zero, and thereafter, any such loss remaining shall be allocated pursuant to Section 6.1(c)(ii)(A), (B) and (C), as applicable.

(d) Section 6.1(d) of the Partnership Agreement is amended to add a new Section 6.1(d)(xiii) as follows:

(xiii) Special General Partner Interest Cost Recovery Deductions . For any taxable period ending after the date of the Osage LLC Interest Purchase Agreement, any and all cost recovery deductions available to the Partnership with respect to the tax basis of the Osage Interests (and the underlying Partnership assets attributable thereto) shall be allocated as follows: (i) until the Special General Partner Interest Capital Account is reduced to zero (a) the Special General Partner Interest Sharing Ratio shall be allocated to the Special General Partner Interest and (b) the Hawkins Terminal Sharing Ratio shall be allocated in accordance with Section 6.1(a), (b) or (c), as applicable and (ii) thereafter, in accordance with Section 6.1(a), (b) or (c), as applicable.

Section 2. The appropriate officers of the General Partner are hereby authorized to make such further clarifying and conforming changes as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give effect to the intent and purpose of this Amendment No. 5.

Section 3. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

Section 4. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts or laws.

[ Signature page follows ]

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written

EXHIBIT D

to

LLC INTEREST PURCHASE AGREEMENT

Form of Assignment

Execution Version

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS

This Assignment of Limited Liability Company Interests (“ Assignment ”) is dated effective as of 12:01 a.m., Dallas, Texas time, on February 22, 2016 (the “ Effective Time ”), by and between HollyFrontier Refining & Marketing LLC, a Delaware limited liability company (“ Seller ”), and Holly Energy Partners – Operating, L.P., a Delaware limited partnership (“ Buyer ”). Buyer and Seller are referred to collectively herein as the “ Parties .”

RECITALS

Reference is made to that certain LLC Interest Purchase Agreement dated effective as of February 22, 2016, among Buyer, Seller, HollyFrontier Corporation, a Delaware corporation, as guarantor, and Holly Energy Partners, L.P. solely in respect of Section 2.2(c), pursuant to which Seller has agreed to sell and assign to Buyer all of its limited liability company interests in El Dorado Osage LLC, a Delaware limited liability company (the “ Company ”), representing one-hundred percent (100%) of the outstanding limited liability company interests in the Company, in accordance with the terms of such LLC Interest Purchase Agreement (such agreement, as the same may be amended, the “ Purchase Agreement ”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

This Assignment is delivered by Seller pursuant to the Purchase Agreement.

ASSIGNMENT

Now, therefore, in consideration of the premises and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Subject to the representations, warranties and covenants of the parties contained in the Purchase Agreement, Seller hereby assigns to Buyer all of its limited liability company interests in the Company, representing one-hundred percent (100%) of the outstanding limited liability company interests in the Company, and any income, distributions, or other value associated therewith or deriving therefrom on and after the Effective Time (collectively, the “ Transferred Interests ”).

2. Subject to the representations, warranties and covenants of the parties contained in the Purchase Agreement, Buyer hereby assumes, from and after the Effective Time, all obligations and liabilities of Seller with respect to the Transferred Interests arising from and after the Effective Time.

3. Seller hereby agrees to promptly execute and deliver any corrective assignments and other legal documents or notification reasonably requested by Buyer to give effect to the intent of this Assignment.

4. Seller hereby acknowledges and agrees that, as a result of this Assignment, it no longer has any limited liability company interest or equity interest in the Company, and it resigns as a member of the Company effective as of the Effective Time.

5. This Assignment shall be binding upon the Parties and their respective successors and assigns.

6. This Assignment shall be governed by and construed in accordance with the internal laws of the State of Delaware.

7. This Assignment is subject to the terms and conditions of the Purchase Agreement, and nothing contained herein shall be deemed to supersede, limit, amend, supplement, modify, vary or enlarge any of the rights, obligations, covenants, agreements, representations and warranties of the Parties under the Purchase Agreement, this Assignment being intended only to effect the transfer of the Transferred Interests from Seller to Buyer as contemplated in the Purchase Agreement. In the event of any conflict between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control.

8. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, this Assignment is executed to be effective as of the Effective Time.

Execution Version

SCHEDULE 4.3(a)

to

LLC INTEREST PURCHASE AGREEMENT

Jurisdictions

Kansas

Oklahoma

Execution Version

SCHEDULE 4.4(a)

to

LLC INTEREST PURCHASE AGREEMENT

Required Consents - Seller

None.

Execution Version

SCHEDULE 4.4(b)

to

LLC INTEREST PURCHASE AGREEMENT

Required Consents - Company

None.

SCHEDULE 4.7

to

LLC INTEREST PURCHASE AGREEMENT

Undisclosed Liabilities

None.

SCHEDULE 5.3

to

LLC INTEREST PURCHASE AGREEMENT

Required Consents – Buyer

None.

SCHEDULE 6.3

to

LLC INTEREST PURCHASE AGREEMENT

Required Consents - HFC

None.

Exhibit 10.2

Execution Version

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

by and between

HEP REFINING ASSETS, L.P.,

as Seller,

with

HOLLY ENERGY PARTNERS, L.P.,

as Guarantor of Seller,

EL PASO LOGISTICS LLC.

as Buyer,

HOLLYFRONTIER CORPORATION,

as Guarantor of Buyer,

and

HOLLY ENERGY PARTNERS – OPERATING, L.P.

Solely in Respect of Section 6.2

Dated: February 22, 2016

TABLE OF CONTENTS

i

ii

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

THIS REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT (this “ Agreement ”) dated as of February 22, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HEP REFINING ASSETS, L.P., a Delaware limited partnership (“ Seller ”), HOLLY ENERGY PARTNERS, L.P., a Delaware limited partnership and Affiliate of Seller (the “ Partnership ”), EL PASO LOGISTICS LLC, a Delaware limited liability company (“ Buyer ”), HOLLYFRONTIER CORPORATION, a Delaware corporation and an Affiliate of Buyer (“ HFC ”), and HOLLY ENERGY PARTNERS – OPERATING, L.P., a Delaware limited partnership and an Affiliate of Seller (“ HEP Operating ”). Seller and Buyer are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .” HFC joins this Agreement solely for the purpose of Section 10.1 of this Agreement. The Partnership joins this Agreement solely for the purpose of Section 10.2 of this Agreement. HEP Operating joins this Agreement solely for the purpose of Section 6.2 of this Agreement.

WHEREAS , Seller owns a refined products terminal in El Paso, Texas (the “ Terminal ”), located on the real property more particularly described on Exhibit A (together with all easements, rights, titles and interests appurtenant thereto, the “ Real Property ”);

WHEREAS , the Terminal consists of all buildings, structures, and other physical improvements located on or affixed to the Real Property (the “ Improvements ”) and all Permits, storage tanks, equipment, machinery, fixtures, and all other tangible personal property, except for the Excluded Assets (the “ Tangible Personal Property ”) owned by Seller and used in connection with the ownership, maintenance, or operation of the Terminal and the Real Property;

WHEREAS, Seller has certain rights under Contracts that are assignable and relate exclusively to the ownership and operation of the Terminal (whether such Contracts are with Seller or an Affiliate of Seller), that are not Excluded Assets, as more particularly described on Schedule 2.1 (collectively, the “ Assigned Contracts ”);

WHEREAS , the Real Property, the Improvements, the Tangible Personal Property and the Assigned Contracts are collectively referred to herein as the “ Property ”; provided, however, that Property shall not include any goods, products, and inventory that are owned by third parties and located on the Real Property or used in connection with the ownership and operation of the Terminal;

WHEREAS , concurrently with the entry into this Agreement, HollyFrontier Refining & Marketing LLC, a Delaware limited liability company and Affiliate of Buyer (“ HFRM ”), and HEP Operating, are entering into that certain LLC Interest Purchase Agreement (the “ LLC Transfer Agreement ”) pursuant to which HEP Operating is purchasing all of the limited liability company membership interests of El Dorado Osage LLC, a Delaware limited liability company, from HFRM (the “ Osage Transaction ”);

WHEREAS , in connection with and as partial consideration for the Osage Transaction, Seller desires to convey to Buyer, and Buyer desire to receive from Seller, the Property in accordance with the terms and conditions set forth in this Agreement;

WHEREAS , in connection with the acquisition of the Property and in addition to the other transactions contemplated by the LLC Transfer Agreement, the Parties and their respective Affiliates desire to (i) enter into an Amended and Restated Master Systems Operating Agreement (as defined below), (ii) enter into the Second Amended and Restated Pipelines and Terminals Agreement (as defined below), containing, among other things, construction obligations of Affiliates of Seller, and (iii) enter an Amended and Restated Master Throughput Agreement (as defined below).

1

NOW, THEREFORE , in consideration of the foregoing and the covenants set forth herein, 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. Definitions . Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit B .

1.2. Interpretation . Matters relating to the interpretation of this Agreement are set forth on Exhibit C .

ARTICLE II

TRANSFER OF TERMINAL

2.1 Transfer of Terminal . Subject to the terms and conditions of this Agreement, concurrently with the closing of the Osage Transaction and as partial consideration therefor, Seller agrees to convey and assign to Buyer, and Buyer agrees to accept from Seller, all of Seller’s right, title, estate and interest in and to the Property and enter into the other transactions contemplated by this Agreement. The Parties acknowledge and agree that the Assigned Contracts included in the Property are identified on Schedule 2.1 .

2.2 Assumption of Liabilities . Buyer assumes and agrees to timely pay, perform and discharge all of the Terminal Liabilities to the full extent that Seller has heretofore or would have been in the future obligated to pay, perform and discharge the Terminal Liabilities were it not for the transfer of the Property to Buyer and delivery of this Agreement; provided , however , that said assumption and agreement to pay, perform and discharge the Terminal Liabilities shall not (a) increase the obligation of Buyer with respect to the Terminal Liabilities beyond that of Seller, (b) waive any valid defense that was available to Seller with respect to the Terminal Liabilities or (c) enlarge the rights or remedies of any third party under any of the Terminal Liabilities.

2.3 Excluded Liabilities . Notwithstanding anything to the contrary in this Agreement, including the terms and provisions of Section 2.2 , Buyer shall not be deemed to have assumed, and the Property is not being conveyed subject to (a) any Monetary Liens and all such Monetary Liens shall be deemed to be excluded from the assumption of Terminal Liabilities provided for in Section 2.2 , (b) the Alon Documents, and (c) any of the liabilities that are covered by the indemnities set forth in the Amended and Restated Omnibus Agreement, all of which shall be deemed to be excluded from the assumption of Terminal Liabilities provided for in Section 2.2 if and to the extent such liabilities are covered by such indemnities.

2.4 Excluded Assets . Notwithstanding anything in this Agreement to the contrary, the Property shall not include any of the Contracts, equipment, machinery or other tangible personal property described on Schedule 2.4 (the “ Excluded Assets ”), which Excluded Assets shall be retained by Seller. Seller and Buyer shall negotiate in good faith to reach commercially reasonable terms on which any Excluded Assets located on the Property may remain on the Property; provided, however, that if Seller and Buyer do not reach agreement as aforesaid in respect of an Excluded Asset, Seller shall remove such Excluded Asset from the Property within a reasonable time after such failure to reach agreement occurs.

2

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 date hereof (the “ Effective Time ”).

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

(a) a special warranty deed in substantially the form set forth on Exhibit D (the “ Deed ”), conveying the Real Property and Improvements to Buyer, free and clear of all Encumbrances except the Permitted Encumbrances, duly executed by Seller.

(b) a bill of sale and assignment in substantially the form set forth on Exhibit E , transferring and assigning to Buyer all of the Tangible Personal Property, free and clear of all Monetary Liens, duly executed by Seller.

(c) evidence in form and substance satisfactory to Buyer of the release and termination of all Monetary Liens on the Property.

(d) to the extent assignable, assignment documents, duly executed by Seller, assigning each of the Permits held by Seller which are assignable by Seller to Buyer in accordance with Applicable Law.

(e) a properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that the Partnership (the person from whom Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

(f) a counterpart of the Amended and Restated Master Systems Operating Agreement in a form mutually acceptable to the Parties (the “ Amended and Restated Master Systems Operating Agreement ”), duly executed by the HEP Entities party thereto.

(g) a counterpart of the Amended and Restated Master Throughput Agreement in a form mutually acceptable to the Parties (the “ Amended and Restated Master Throughput Agreement ”), duly executed by the HEP Entities party thereto.

(h) a counterpart of the Second Amended and Restated Refined Products Pipelines and Refined Products Terminals Agreement in a form mutually acceptable to the Parties (the “ Second Amended and Restated Pipelines and Terminals Agreement ”), duly executed by the HEP Entities party thereto.

(i) the amount of any prorations, credits, debits, and adjustments owned by Seller pursuant to Section 3.4 .

3

3.3. Deliveries by Buyer . At the Closing (or such later date as may be set forth below), Buyer shall deliver, or cause to be delivered, to Seller the following:

(a) a counterpart of the Amended and Restated Master Systems Operating Agreement, duly executed by the HFC Entities party thereto.

(b) a counterpart of the Amended and Restated Master Throughput Agreement, duly executed by the HFC Entities party thereto.

(c) a counterpart of the Second Amended and Restated Pipelines and Terminals Agreement, duly executed by the HFC Entities party thereto.

(d) the amount of any prorations, credits, debits, and adjustments owned by Buyer pursuant to Section 3.4 .

3.4. Prorations; Closing Costs; Transfer Taxes and Fees

(a) Buyer shall pay the cost of all sales, transfer and use taxes arising out of the transfer of the Property.

(b) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, the real, if any, and personal property taxes, water, gas, electricity and other utilities with respect to the Assets and the real estate interests and rights associated with the Property and local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Property shall be prorated between Buyer, on the one hand, and Seller, on the other hand, effective as of the Effective Time, with Seller being responsible for amounts related to the period prior to but excluding the Effective Time and Buyer being responsible for amounts related to the period at and after 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.

(c) Seller shall pay all recording fees and other costs incidental to the recordation of the Deed.

(d) If a Party 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 SELLER

Seller hereby represents and warrants to Buyer that as of the Effective Time:

4.1. Organization . Seller is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

4

4.2. Authorization . Seller has full partnership 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 Seller of this Agreement and the Seller Ancillary Documents to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary partnership action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes, and each Seller Ancillary Document executed or to be executed by Seller has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of 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 Applicable 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.

4.3. No Conflicts or Violations; No Consents or Approvals Required . The execution, delivery and performance by 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, (i) violate, conflict with, or result in any breach of any provision of Seller’s organizational documents or (ii) 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 Seller. Except as set forth on Schedule 4.3 , no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller’s execution, delivery or performance of this Agreement or the Seller Ancillary Documents to which it is a party or consummation of the transactions contemplated hereby or thereby.

4.4. Absence of Litigation . There is no Action pending or, to the Knowledge of Seller, threatened against (i) the Property or (ii) Seller or any of its Affiliates relating to the transactions contemplated by this Agreement or the Seller Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of Seller to perform its obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby.

4.5. Title . Seller is the record owner of and has good and marketable indefeasible fee simple title to Property, free and clear of all Encumbrances except Permitted Encumbrances. There are no options or rights to purchase or acquire, or agreements, arrangements, commitments or understandings relating to, the Property except pursuant to this Agreement, the Amended and Restated Omnibus Agreement or commercial agreements to which an HFC Entity is a party.

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 Seller who is entitled to receive from Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

4.7 Taxes . Seller has filed or caused to be filed all material Tax Returns required to be filed with respect to the Property on or prior to the date hereof and paid all Taxes attributable to the Property that have become due and payable on or prior to the date hereof. There are no liens (other than Permitted Encumbrances) currently pending attributable to any unpaid Taxes.

5

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that as of the Effective Time:

5.1. Organization . Buyer is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

5.2. Authorization . 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 Buyer of this Agreement and the Buyer Ancillary Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes, and each such Buyer Ancillary Document executed or to be executed Buyer has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of 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 Applicable 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 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 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 in any material respect any Applicable Law or material contract binding upon Buyer. Except as set forth on Schedule 5.3 , no Consent of any Governmental Authority or any other person is required for Buyer in connection with the Buyer’s execution, delivery or performance of this Agreement or the Buyer Ancillary Documents to which it 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 Buyer, threatened against Buyer or any of its Affiliates relating to the transactions contemplated by this Agreement or the Buyer Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of 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 Buyer who is entitled to receive from Seller any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE VI

COVENANTS

6.1. Additional Agreements . Subject to the terms and conditions of this Agreement and the Ancillary Documents and the Amended and Restated 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

6

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.

6.2. Obligation to Modify Alon Documents. Seller and HEP Operating shall use commercially reasonable efforts to modify the Alon Documents to remove the Property as a location for terminalling products pursuant to the Alon Documents.

6.3. Site Access . From time to time after the Effective Time, upon the request of either Party, the Parties will enter into good faith negotiations to enter into such easements or real property license agreements evidencing HEP Operating’s right during the Term to maintain, operate and access the Excluded Assets located within the Terminal. Such agreement(s) shall include HFC’s standard terms and conditions, with such modifications thereto as are mutually acceptable to the Parties.

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 Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties 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 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:

(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 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);

7

(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 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. 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 anniversary of the Closing Date; provided that the Indemnifying Party shall be liable for Indemnified Costs with respect to claims for indemnification for breach of the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.5 (Title), 5.1 (Organization) and 5.2 (Authorization), if 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 at any time prior to the expiration of the applicable statute of limitations.

8

(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, Buyer’s and the other Buyer Indemnified Parties’ and Seller 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 Amended and Restated Omnibus Agreement.

8.5. Tax Related Adjustments . Seller and Buyer agree that any payment of Indemnified Costs made hereunder by Buyer will be treated by the Parties on their tax returns as an adjustment to the taxable consideration received by Buyer in exchange for the Terminal.

ARTICLE IX

MISCELLANEOUS

9.1. Expenses . Except as provided in Section 3.3 of this Agreement, or as provided in the Ancillary Documents or the Amended and Restated Omnibus Agreement, all costs and expenses incurred by the Parties in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expense.

9.2. Notices. Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner, and deemed delivered at the time, set forth in the Amended and Restated Omnibus Agreement.

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; Jurisdiction; Waiver of Jury Trial . 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. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Dallas, Texas. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.5. Dispute Resolution . Any Dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, shall be exclusively resolved in accordance with the provisions relating to dispute resolution set forth in the Amended and Restated Omnibus Agreement. Pending resolution of any Dispute between the Parties, the Parties shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Dispute.

9

9.6. Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each Party 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 Parties that any such collateral assignment has been foreclosed upon, such non-assigning Parties shall be entitled to deal exclusively with Seller or HFC, as the case may be, as to any matters arising under this Agreement, the Ancillary Documents or the Amended and Restated 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 Parties.

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 HFC, Buyer, 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, if applicable, as a direct party to or as an assignee of this Agreement or pursuant to a written guarantee.

9.11. Integration . This Agreement, the Ancillary Documents and the Amended and Restated 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 Amended and Restated 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 Amended and Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement. To the extent that there is any conflict between the Ancillary Documents and this Agreement, this Agreement shall prevail.

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 Amended and Restated Omnibus Agreement, the terms and provisions of the Amended and Restated 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.

10

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, on the anniversary of the Closing Date, except that the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.5 (Title), 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 8.2 or 8.3 shall survive with respect to such claim until such claim is finally paid or adjudicated.

9.15. 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 AMENDED AND RESTATED 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, 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 PROPERTY, (II) THE INCOME TO BE DERIVED FROM THE PROPERTY, (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREWITH, (IV) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED 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 PROPERTY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE PROPERTY SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE PROPERTY IS TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE PROPERTY 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 PROPERTY 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 AMENDED AND RESTATED OMNIBUS AGREEMENT.

11

ARTICLE X

GUARANTEES

10.1 Guarantee by HFC .

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

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

(i) any assignment or other transfer of this Agreement or any of the rights thereunder of Buyer;

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

(iii) any acceptance by Seller of partial payment from Buyer;

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

(v) any absence of any notice to, or knowledge of, HFC, 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 HFC 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 Buyer Payment Obligations or otherwise.

(c) Waiver . HFC hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Buyer Payment Obligations and any requirement for Seller 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 Buyer, any other entity or any collateral.

12

(d) Subrogation Waiver . HFC agrees that for so long as there is a current or ongoing default or breach of this Agreement by Buyer, HFC shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from Buyer for any payments made by HFC under this Section 10.1 , and HFC 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 Buyer during any period of default or breach of this Agreement by Buyer until such time as there is no current or ongoing default or breach of this Agreement by Buyer.

(e) Reinstatement . The obligations of HFC under this Section 10.1 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Buyer Payment Obligations is rescinded or must otherwise be returned to Buyer or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of Buyer or such other entity, or for any other reason, all as though such payment had not been made.

(f) Continuing Guaranty . This Section 10.1 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 Buyer Payment Obligations, (ii) be binding upon HFC and its successors and assigns and (iii) inure to the benefit of and be enforceable by Seller and its successors, transferees and assigns.

(g) No Duty to Pursue Others . It shall not be necessary for Seller (and HFC hereby waives any rights which HFC may have to require Seller), in order to enforce such payment by HFC, first to (i) institute suit or exhaust its remedies against Buyer or others liable on the Buyer Payment Obligations or any other person, (ii) enforce Seller’s rights against any other guarantors of the Buyer Payment Obligations, (iii) join Buyer or any others liable on the Buyer Payment Obligations in any action seeking to enforce this Section 10.1 , (iv) exhaust any remedies available to Seller against any security which shall ever have been given to secure the Buyer Payment Obligations, or (v) resort to any other means of obtaining payment of the Buyer Payment Obligations.

10.2 Guarantee by Partnership .

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

(b) Guaranty Absolute . The Partnership hereby guarantees that the Seller Obligations will be paid strictly in accordance with the terms of this Agreement. The obligations of the Partnership under this Agreement constitute a present and continuing guaranty of payment, and not of collection or collectability. 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 this Agreement or any of the rights thereunder of Buyer;

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

(iii) any acceptance by Buyer of partial payment from Seller;

13

(iv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to Seller or any action taken with respect to this 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 Seller 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 Seller Obligations and any requirement for Buyer 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 Seller, any other entity or any collateral.

(d) Subrogation Waiver . The Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by Seller, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from Seller for any payments made by the Partnership under this Section 10.2 , 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 Seller during any period of default or breach of this Agreement by Seller until such time as there is no current or ongoing default or breach of this Agreement by Seller.

(e) Reinstatement . The obligations of the Partnership under this Section 10.2 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Seller Obligations is rescinded or must otherwise be returned to Seller or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of Seller or such other entity, or for any other reason, all as though such payment had not been made.

(f) Continuing Guaranty . This Section 10.2 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the Seller Obligations, (ii) be binding upon the Partnership and its successors and assigns and (iii) inure to the benefit of and be enforceable by Buyer and its successors, transferees and assigns.

(g) No Duty to Pursue Others . It shall not be necessary for Buyer (and the Partnership hereby waives any rights which the Partnership may have to require Buyer), in order to enforce such payment by the Partnership, first to (i) institute suit or exhaust its remedies against Seller or others liable on the Seller Obligations or any other person, (ii) enforce Buyer’s rights against any other guarantors of the Seller Obligations, (iii) join the Partnership or any others liable on the Seller

14

Obligations in any action seeking to enforce this Section 10.2 , (iv) exhaust any remedies available to Buyer against any security which shall ever have been given to secure the Seller Obligations or (v) resort to any other means of obtaining payment of the Seller Obligations.

[ The Remainder of this Page is Intentionally Left Blank]

15

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Time.

[Signature Page to Refined Products Terminal Transfer Agreement]

[Signature Page to Refined Products Terminal Transfer Agreement]

EXHIBIT A

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Legal Description of Real Property

PARCEL 1:

Being a portion of Tract 1A2, Block 4, Ascarate Grant, City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the most northeasterly corner of said Tract 1A2;

THENCE, along the north easterly line of said Tract 1A2, South 58 degrees 01’ 00” East, a distance of 3,218.47 feet to a point;

THENCE, leaving said northeasterly line. South 30 degrees 55’ 00” West, a distance of 150.06 feet to the POINT OF BEGINNING for the herein described Tract;

THENCE, South 58 degrees 01’ 00” East, a distance of 792.36 feet to a point for corner;

THENCE, South 32 degrees 35’ 17” West, a distance of 261.19 feet to a point for corner;

THENCE, North 57 degrees 37’ 10” West, a distance of 784.87 feet to a point for corner;

THENCE, North 30 degrees 55’ 00” East, a distance of 255.78 feet to the POINT OF BEGINNING and containing 4.679 acres of land.

PARCEL 2:

Being a portion of Tract 1 A3, Block 4, Ascarate Grant, City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the most northeasterly corner of said Tract 1A3;

THENCE, along the northeasterly line of said Tract 1A3, South 58 degrees 01’ 00” East, a distance of 3,499.26 feet to a point;

THENCE, leaving said northeasterly line, South 32 degrees 14’ 00” West, a distance of 488.89 feet to the POINT OF BEGINNING for the herein described Tract;

THENCE, South 57 degrees 49’ 00” East, a distance of 909.00 feet to a point for corner;

THENCE, South 59 degrees 54’ 00” East, a distance of 141.10 feet to a point for comer;

THENCE, South 32 degrees 14’ 00” West, a distance of 335.13 feet to a point for comer;

THENCE, North 57 degrees 49’ 00” West, a distance of 1,050.00 feet to a point for corner;

THENCE, North 32 degrees 14’ 00” East, a distance of 330.00 feet to the POINT OF BEGINNING and containing 7.963 acres of land.

PARCEL 3:

Being a portion of Tract 1A8, Block 4, Ascarate Grant, .City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the City Monument at the centerline intersection of Hawkins Boulevard and Tony Lama Street;

THENCE, along the center line of said Hawkins Boulevard, North 58 degrees 01’ 00” West, a distance of 1,263.28 feet to a City Monument at me beginning of a curve to the right;

Exhibit A-1

THENCE, leaving said center line. North 60 degrees 23’ 42” West, a distance of 453.15 feet to a point set 1/2” rebar in the south right-of-way line of said Hawkins Boulevard and POINT OF BEGINNING for the herein described tract;

THENCE, leaving said south right-of-way line and along the arc of a curve to the right (Delta Angle - 63 degrees 16’31”, Radius - 335.00 feet, Chord - North 89 degrees 15’ 26” West, 351.45 feet) a distance of 369.96 feet.to a set 1/2” rebar; .

THENCE, North 57 degrees 37’ 10” West, a distance of 558.04 feet to a set 1/2” rebar;

THENCE, North 32 degrees 35’ 17” East, a distance of 261.19 feet to a set 1/2” rebar in the south right-of-way line of a 150 feet wide City of El Paso drainage right-of-way;

THENCE, along the south line of said drainage right-of-way, South 58 degrees 01’ 00” East, a distance of 698.23 feet to a set 1/2” rebar in the south right-of-way line of said Hawkins Boulevard;

THENCE, along said south right-of-way line in a curve to the left South 29 degrees 59’ 56” East, 176.18 feet) a distance of 176.70 feet to the POINT OF BEGINNING and containing 202,904 square feet or 4.658 acres of land.

PARCEL 4:

Lots 39 to 55, inclusive, Block 8, East Side Industrial District Unit One, an addition to the City of El Paso, El Paso County, Texas, according to the map thereof on File in Book 1, Page 44, Plat Records, El Paso County, Texas.

Exhibit A-2

EXHIBIT B

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Definitions

“ Action ” means any claim, action, suit, investigation, inquiry, proceeding, condemnation or audit by or before any court or other Governmental Authority 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, no HollyFrontier Entity will be considered an Affiliate of an HEP Entity, and no HEP Entity will be considered an Affiliate of a HFC Entity.

“ Alon ” means Alon USA, Inc.

“ Alon Documents ” means the following agreements between Seller and Alon: (a) Storage and Product Handling Agreement dated February 21, 1997, as amended, by and between the Partnership, successor-in-interest to Navajo Refining Company, L.L.C. and Alon, successor-in-interest to Fina Oil and Chemical Company, and (b) Pipeline Lease Agreement dated as of February 21, 1997, as amended, between Alon, as successor-in-interest to American Petroleum Pipe Line Company and HEP Operating, as successor-in-interest to Navajo Pipeline Company.

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

“ Amended and Restated Omnibus Agreement ” means that certain Fourteenth Amended and Restated Omnibus Agreement dated the date hereof among HFC and the Partnership and certain of their Affiliates.

“ Amended and Restated Master Systems Operating Agreement ” has the meaning set forth in Section 3.2(f) .

“ Amended and Restated Master Throughput Agreement ” has the meaning set forth in Section 3.2(g) .

“ 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 Authority having or asserting jurisdiction over the matter or matters

Exhibit B-1

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.

“ Assigned Contracts ” has the meaning set forth in the Recitals.

“ Business Day ” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“ Buyer ” has the meaning set forth in the Preamble.

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

“ Buyer Indemnified Costs ” means, subject to Article VIII , any and all damages, losses, Claims, assessments, judgments, 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. 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 (a) a third-party action for such indirect, consequential, punitive or exemplary damages, or (b) the gross negligence or willful misconduct of Seller or, to the extent occurring before the Closing Date, the Company).

“ Buyer Indemnified Parties ” means Buyer and HFC and each officer, director, partner, manager, employee, consultant, stockholder and Affiliate of Buyer and HFC.

“ Buyer Payment Obligations ” has the meaning set forth in Section 10.1 .

“ 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.

“ Closing ” has the meaning set forth in Section 3.1 .

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

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

“ 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 Authority, 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.

Exhibit B-2

“ 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.

“ Deed ” has the meaning set forth in Section 3.2(a) .

“ Dispute ” means any dispute or difference that arises between the Parties in connection with or arising out of this Agreement (including, any dispute as to the termination or invalidity of this Agreement or any provision of it).

“ Effective Time ” has 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 Applicable Law, any voting trust or voting agreement, stockholder agreement or proxy, created by, through or under Seller.

“ Excluded Assets ” has the meaning set forth in Section 2.4 .

“ 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 Operating ” has the meaning set forth in the Preamble.

“ HFC ” has the meaning set forth in the Preamble.

“ HFC Entities ” means HFC and its direct and indirect subsidiaries other than the HEP Entities.

“ HFRM ” has the meaning set forth in the Recitals.

“ Improvements ” has the meaning set forth in the Recitals.

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

“ Indemnified Party ” means Buyer Indemnified Parties and 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, means (i) with respect to Seller, actual knowledge after reasonable inquiry of Mark Cunningham and Richard Voliva; and (ii) with respect to Buyer, actual knowledge after reasonable inquiry of George Damiris.

“ LLC Transfer Agreement ” has the meaning set forth in the Recitals.

Exhibit B-3

“ 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 Applicable 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.

“ Monetary Liens ” means any mortgage, deed of trust, judgment lien or other similar financial encumbrance arising by, through or under Seller.

“ Osage Transaction ” has the meaning set forth in the Recitals.

“ 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 Authority.

“ Partnership ” has the meaning set forth in the Preamble.

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

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

“ Permitted Encumbrances ” means recorded encumbrances, agreements, defects, restrictions and adverse claims covering the Property and all Applicable Laws, rules, regulations, ordinances, judgments and orders of governmental authorities or tribunals having or asserting jurisdiction over the Property and operations conducted thereon or therewith, in each case to the extent the same are valid and enforceable and affect the Property, including, without limitation (i) all matters that a current on the ground survey, title insurance commitment or policy, or visual inspection of the Property would reflect, (ii) the applicable liabilities assumed in Section 2.2 , and (iii) any additional matters specified in “Permitted Encumbrances” as defined in the Deed.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.

“ Property ” has the meaning set forth in the Recitals.

“ Real Property ” has the meaning set forth in the Recitals.

“ Seller ” has the meaning set forth in the Preamble.

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

Exhibit B-4

“ Seller Indemnified Costs ” means 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 incur and that arise out of or relate to any breach of a representation, warranty or covenant of Buyer under this Agreement. 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 the Partnership.

“ Seller Obligations ” has the meaning set forth in Section 10.2 .

“ Tangible Personal Property ” has the meaning set forth in the Recitals.

“Tax ” or “ Taxes ” means (i) all taxes, assessments, fees, and other charges of any kind whatsoever imposed by any Governmental Authority, including any federal, state, local and/or foreign income tax, net worth tax, production tax, value added tax, withholding tax, gross receipts tax, profits tax, ad valorem tax, personal property tax, real property tax, sales tax, goods and services tax, transfer tax, use tax, excise tax, insurance tax, capital stock tax, franchise tax, payroll tax, employment tax, unemployment tax, disability tax, alternative or add-on minimum tax and estimated tax, (ii) any interest, fine, penalty or additions to tax imposed by a Governmental Authority in connection with any item described in clause (i), and (iii) any liability in respect of any item described in clauses (i) or (ii) above, that arises by reason of a contract, assumption, transferee, successor liability or operation of law.

“ Tax Return ” shall mean any report, return, information statement, schedule, attachment, payee statement or other information required to be provided to any Governmental Authority with respect to Taxes or any amendment thereof.

“ Terminal ” has the meaning set forth in the Recitals.

“ Terminal Liabilities ” means all obligations and liabilities associated with the Property, including the Assigned Contracts but excluding the Alon Documents and the liabilities identified in Section 2.3 .

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

Exhibit B-5

EXHIBIT C

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(b) the words “hereof”, “hereby”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement and references in any Section or definition to any clause means such clause of such Section or definition. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(e) the Exhibits and Schedules hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits and Schedules;

(f) references to a person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a person in a particular capacity excludes such person in any other capacity;

(g) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit C-1

EXHIBIT D

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Form of Deed

After Recording, Return To:

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

HEP REFINING ASSETS, L.P., a Delaware limited partnership (“ Grantor ”), for and in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto EL PASO LOGISTICS LLC, a Delaware limited liability company (“ Grantee ”) the real property in El Paso County, Texas, fully described in Exhibit A hereto, together with all easements, rights, titles, and interests appurtenant thereto (collectively, the “ Property ”).

This Special Warranty Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to general real property taxes not now due and payable, all restrictions, reservations, easements, encumbrances, and other conditions of record as may be disclosed by a record examination of title to the Property, other than monetary liens and financial encumbrances arising by, through or under Grantor, and such matters as may be disclosed by a physical inspection of the Property (collectively, the “ Permitted Encumbrances ”).

TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the title to the Property unto the said Grantee, its successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor but not otherwise, subject to the Permitted Encumbrances.

Grantee’s address is 2828 N. Harwood, Suite 1300, Dallas, Texas 75201.

This instrument was acknowledged before me on February     , 2016, by Michael C. Jennings, the Chief Executive Officer of Navajo Refining GP, L.L.C., a Delaware limited liability company, acting as the general partner of Navajo Refining Company, L.P., a Delaware limited partnership, acting as the sole member of HEP Refining GP, L.L.C., a Delaware limited liability company, acting as the general partner of HEP Refining Assets, L.P., a Delaware limited partnership.

Exhibit C-3

EXHIBIT A

TO

SPECIAL WARRANTY DEED

(Legal Description of the Property)

PARCEL 1:

Being a portion of Tract 1A2, Block 4, Ascarate Grant, City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the most northeasterly corner of said Tract 1A2;

THENCE, along the north easterly line of said Tract 1A2, South 58 degrees 01’ 00” East, a distance of 3,218.47 feet to a point;

THENCE, leaving said northeasterly line. South 30 degrees 55’ 00” West, a distance of 150.06 feet to the POINT OF BEGINNING for the herein described Tract;

THENCE, South 58 degrees 01’ 00” East, a distance of 792.36 feet to a point for corner;

THENCE, South 32 degrees 35’ 17” West, a distance of 261.19 feet to a point for corner;

THENCE, North 57 degrees 37’ 10” West, a distance of 784.87 feet to a point for corner;

THENCE, North 30 degrees 55’ 00” East, a distance of 255.78 feet to the POINT OF BEGINNING and containing 4.679 acres of land.

PARCEL 2:

Being a portion of Tract 1 A3, Block 4, Ascarate Grant, City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the most northeasterly corner of said Tract 1A3;

THENCE, along the northeasterly line of said Tract 1A3, South 58 degrees 01’ 00” East, a distance of 3,499.26 feet to a point;

THENCE, leaving said northeasterly line, South 32 degrees 14’ 00” West, a distance of 488.89 feet to the POINT OF BEGINNING for the herein described Tract;

THENCE, South 57 degrees 49’ 00” East, a distance of 909.00 feet to a point for corner;

THENCE, South 59 degrees 54’ 00” East, a distance of 141.10 feet to a point for comer;

THENCE, South 32 degrees 14’ 00” West, a distance of 335.13 feet to a point for comer;

THENCE, North 57 degrees 49’00” West, a distance of 1,050.00 feet to a point for corner;

THENCE, North 32 degrees 14’ 00” East, a distance of 330.00 feet to the POINT OF BEGINNING and containing 7.963 acres of land.

PARCEL 3:

Being a portion of Tract 1A8, Block 4, Ascarate Grant, .City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the City Monument at the centerline intersection of Hawkins Boulevard and Tony Lama Street;

THENCE, along the center line of said Hawkins Boulevard, North 58 degrees 01’ 00” West, a distance of 1,263.28 feet to a City Monument at me beginning of a curve to the right;

THENCE, leaving said center line. North 60 degrees 23’ 42” West, a distance of 453.15 feet to a point set 1/2” rebar in the south right-of-way line of said Hawkins Boulevard and POINT OF BEGINNING for the herein described tract;

Exhibit D-1

THENCE, leaving said south right-of-way line and along the arc of a curve to the right (Delta Angle - 63 degrees 16’31”, Radius - 335.00 feet, Chord - North 89 degrees 15’ 26” West, 351.45 feet) a distance of 369.96 feet.to a set 1/2” rebar; .

THENCE, North 57 degrees 37’ 10” West, a distance of 558.04 feet to a set 1/2” rebar;

THENCE, North 32 degrees 35’ 17” East, a distance of 261.19 feet to a set 1/2” rebar in the south right-of-way line of a 150 feet wide City of El Paso drainage right-of-way;

THENCE, along the south line of said drainage right-of-way, South 58 degrees 01’ 00” East, a distance of 698.23 feet to a set 1/2” rebar in the south right-of-way line of said Hawkins Boulevard;

THENCE, along said south right-of-way line in a curve to the left South 29 degrees 59’ 56” East, 176.18 feet) a distance of 176.70 feet to the POINT OF BEGINNING and containing 202,904 square feet or 4.658 acres of land.

PARCEL 4:

Lots 39 to 55, inclusive, Block 8, East Side Industrial District Unit One, an addition to the City of El Paso, El Paso County, Texas, according to the map thereof on File in Book 1, Page 44, Plat Records, El Paso County, Texas.

Exhibit D-2

EXHIBIT E

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Form of Bill of Sale

BILL OF SALE AND ASSIGNMENT

HEP REFINING ASSETS, L.P., a Delaware limited partnership (“ Grantor ”), for good and valuable consideration paid by EL PASO LOGISTICS LLC, a Delaware limited liability company (“ Grantee ”), the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD, ASSIGNED and DELIVERED and by these presents does BARGAIN, SELL, ASSIGN and DELIVER unto Grantee all tangible personal property and fixtures owned by Grantor and used in connection with the ownership, maintenance, or operation of the real property described on Exhibit A or the improvements located thereon (the “ Property ”).

This Bill of Sale is made and accepted expressly subject to the Permitted Encumbrances (as defined in the Refined Products Terminal Transfer Agreement dated the date hereof by and among Grantor, Grantee, Holly Energy Partners, L.P., HollyFrontier Corporation and Holly Energy Partners – Operating, L.P.) (the “ Terminal Transfer Agreement ”).

Notwithstanding anything in this Agreement to the contrary, this Bill of Sale shall not include any of the Excluded Assets described in the Terminal Transfer Agreement.

[Signatures on following page]

Exhibit D-4

EXHIBIT A

TO

BILL OF SALE AND ASSIGNMENT

(Legal Description of the Property)

PARCEL 1:

Being a portion of Tract 1A2, Block 4, Ascarate Grant, City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the most northeasterly corner of said Tract 1A2;

THENCE, along the north easterly line of said Tract 1A2, South 58 degrees 01’ 00” East, a distance of 3,218.47 feet to a point;

THENCE, leaving said northeasterly line. South 30 degrees 55’ 00” West, a distance of 150.06 feet to the POINT OF BEGINNING for the herein described Tract;

THENCE, South 58 degrees 01’ 00” East, a distance of 792.36 feet to a point for corner;

THENCE, South 32 degrees 35’ 17” West, a distance of 261.19 feet to a point for corner;

THENCE, North 57 degrees 37’ 10” West, a distance of 784.87 feet to a point for corner;

THENCE, North 30 degrees 55’ 00” East, a distance of 255.78 feet to the POINT OF BEGINNING and containing 4.679 acres of land.

PARCEL 2:

Being a portion of Tract 1 A3, Block 4, Ascarate Grant, City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the most northeasterly corner of said Tract 1A3;

THENCE, along the northeasterly line of said Tract 1A3, South 58 degrees 01’ 00” East, a distance of 3,499.26 feet to a point;

THENCE, leaving said northeasterly line, South 32 degrees 14’ 00” West, a distance of 488.89 feet to the POINT OF BEGINNING for the herein described Tract;

THENCE, South 57 degrees 49’ 00” East, a distance of909.00 feet to a point for corner;

THENCE, South 59 degrees 54’ 00” East, a distance of 141.10 feet to a point for comer;

THENCE, South 32 degrees 14’ 00” West, a distance of 335.13 feet to a point for comer;

THENCE, North 57 degrees 49’00” West, a distance of 1,050.00 feet to a point for corner;

THENCE, North 32 degrees 14’ 00” East, a distance of 330.00 feet to the POINT OF BEGINNING and containing 7.963 acres of land.

PARCEL 3:

Being a portion of Tract 1A8, Block 4, Ascarate Grant, .City of El Paso, El Paso County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING FOR REFERENCE at the City Monument at the centerline intersection of Hawkins Boulevard and Tony Lama Street;

THENCE, along the center line of said Hawkins Boulevard, North 58 degrees 01’ 00” West, a distance of 1,263.28 feet to a City Monument at me beginning of a curve to the right;

THENCE, leaving said center line. North 60 degrees 23’ 42” West, a distance of 453.15 feet to a point set 1/2” rebar in the south right-of-way line of said Hawkins Boulevard and POINT OF BEGINNING for the herein described tract;

Exhibit E-1

THENCE, leaving said south right-of-way line and along the arc of a curve to the right (Delta Angle - 63 degrees 16’31”, Radius - 335.00 feet, Chord - North 89 degrees 15’ 26” West, 351.45 feet) a distance of 369.96 feet.to a set 1/2” rebar; .

THENCE, North 57 degrees 37’ 10” West, a distance of 558.04 feet to a set 1/2” rebar;

THENCE, North 32 degrees 35’ 17” East, a distance of 261.19 feet to a set 1/2” rebar in the south right-of-way line of a 150 feet wide City of El Paso drainage right-of-way;

THENCE, along the south line of said drainage right-of-way, South 58 degrees 01’ 00” East, a distance of 698.23 feet to a set 1/2” rebar in the south right-of-way line of said Hawkins Boulevard;

THENCE, along said south right-of-way line in a curve to the left South 29 degrees 59’ 56” East, 176.18 feet) a distance of 176.70 feet to the POINT OF BEGINNING and containing 202,904 square feet or 4.658 acres of land.

PARCEL 4:

Lots 39 to 55, inclusive, Block 8, East Side Industrial District Unit One, an addition to the City of El Paso, El Paso County, Texas, according to the map thereof on File in Book 1, Page 44, Plat Records, El Paso County, Texas.

Exhibit E-2

SCHEDULE 2.1

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Assigned Contracts

Agreements between Seller and third party carriers permitting access to the Terminal by such third party carriers.

Schedule 2.1

SCHEDULE 2.4

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Excluded Assets

The “Excluded Assets” referenced in the foregoing Agreement are the following assets, as further identified on the diagram attached to this Schedule 2.4 :

Schedule 2.4

Schedule 2.4

SCHEDULE 4.3

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Required Consents - Seller

None

Schedule 4.3

SCHEDULE 5.3

to

REFINED PRODUCTS TERMINAL TRANSFER AGREEMENT

Required Consents - Buyer

None

Schedule 5.3

Exhibit 10.3

Execution Version

ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED

REFINED PRODUCTS PIPELINES AND TERMINALS AGREEMENT

This Assignment and Assumption of Amended and Restated Refined Products Pipelines and Terminals Agreement (this “ Assignment ”) is made and entered into on this 22 ^nd day of February, 2016 to be effective as of 12:01 a.m. Central Time on such date (the “ Effective Time ”), by and among HOLLY ENERGY PARTNERS – OPERATING, L.P., a Delaware limited liability company (“ Assignee ”), on the one hand, HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership (“ HEP Pipeline Assets ”), HEP PIPELINE, L.L.C., a Delaware limited liability company (“ HEP Pipeline ”), HEP REFINING ASSETS, L.P., a Delaware limited partnership (“ HEP Refining Assets ”), HEP REFINING, L.L.C., a Delaware limited liability company (“ HEP Refining ”), HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company (“ HEP Mountain Home ”), and HEP WOODS CROSS, L.L.C., a Delaware limited liability company (“ HEP Woods Cross ,” and together with HEP Pipeline Assets, HEP Pipeline, HEP Refining Asset, HEP Refining, and HEP Mountain Home, the “ Assignors ”).

Recitals:

A. In connection with that certain Amended and Restated Refined Product Pipelines and Terminals Agreement, dated as of December 1, 2009 to be effective February 1, 2009, as amended by that certain First Amendment to the Amended and Restated Refined Products Pipelines and Terminals Agreement dated as of November 7, 2013 to be effective as of September 30, 2013 (the “ Restated Pipelines and Terminals Agreement ”) by and among Assignee and the Assignors, on the one hand, and HollyFrontier Refining & Marketing LLC (“ HFRM ”) (as successor-in-interest to HollyFrontier Navajo Refining LLC fka Navajo Refining Company, L.L.C. and HollyFrontier Woods Cross Refining LLC fka Holly Refining & Marketing Company – Woods Cross LLC pursuant to that certain Assignment and Assumption Agreement (Amended and Restated Refined Product Pipelines and Terminals Agreement) effective as of January 1, 2011), on the other hand, Assignee and the Assignors agreed to provide certain transportation and terminalling services to HFRM, and the parties agreed to a Minimum Revenue Commitment, as defined in the Restated Pipelines and Terminals Agreement, on the part of HFRM.

B. Each of the Assignors desires to assign to Assignee, as of the Effective Date, all of its respective right, title, and interest in, to, and under the Restated Pipelines and Terminals Agreement, and Assignee desires to receive from the Assignors such assignment and to assume each and all of the obligations of the Assignors under the Restated Pipelines and Terminals Agreement to be performed following the Effective Time.

Agreement:

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Assignors and Assignee hereby agree as follows:

1. Recitals . The Recitals set forth above are hereby incorporated herein and made a part of this Assignment by reference.

2. Assignment . The Assignors hereby assign and transfer to Assignee all of their respective right, title, and interest in, to, and under the Restated Pipelines and Terminals Agreement, effective as of the Effective Time.

3. Assumption . Assignee hereby accepts such assignment, and assumes and agrees to be solely responsible for the payment, performance, and discharge when due of all liabilities and obligations of the Assignors arising under the Restated Pipelines and Terminals Agreement from and after the Effective Time.

4. Guaranties by HEP . Holly Energy Partners, L.P. (“ HEP ”) hereby acknowledges and agrees that for purposes of Sections 9(b), 9(c) and 14 of the Restated Pipelines and Terminals Agreement, HEP’s obligations will continue after the Effective Time, and following the Effective Time such guarantee shall apply to and include the obligations assigned hereunder by the Assignors and assumed hereunder by Assignee.

5. Further Assurances . Each party hereto covenants and agrees that, subsequent to the execution and delivery of this Assignment and without any additional consideration, each party hereto will execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Assignment.

6. Binding Effect . This Assignment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

7. Governing Law . This Assignment shall be governed by, and construed in accordance with, the laws of the State of Texas, without reference to the principles of conflicts of laws or any other principle that could result in the application of the laws of any other jurisdiction.

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

9. Captions . The captions section numbers in this Assignment are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Assignment.

[ Signatures to Follows ]

2

IN WITNESS WHEREOF, the foregoing parties have caused this Assignment to be executed by its duly authorized representative to be effective as of the Effective Time.

[Signature Page to Assignment and Assumption Agreement]

[Signature Page to Assignment and Assumption Agreement]

Exhibit 10.4

Execution Version

SECOND AMENDED AND RESTATED

REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT

between

HOLLYFRONTIER REFINING AND MARKETING LLC

and

HOLLY ENERGY PARTNERS-OPERATING, L.P.

Dated: February 22, 2016

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED

REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT

This Second Amended and Restated Refined Product Pipelines and Terminals Agreement (this “ Agreement ”) is dated as of February 22, 2016, to be effective as of the Effective Time (as defined below) by and between HOLLYFRONTIER REFINING & MARKETING LLC (“ HFRM ”) and HOLLY ENERGY PARTNERS-OPERATING, L.P. (“ HEP Operating ”). Each of HFRM and HEP Operating are separately referred to herein as a “ Party ” and collectively referred to herein as the “ Parties .”

RECITALS :

A. In connection with that certain Amended and Restated Refined Products Pipelines and Terminals Agreement dated as of February 1, 2009 (the “ Restated Pipelines and Terminals Agreement ”) between HFRM (as successor in interest to Navajo Refining Company, L.L.C. and Holly Refining & Marketing Company – Woods Cross) and HEP Operating (directly and as successor in interest to HEP Pipeline Assets, Limited Partnership, HEP Pipeline, L.L.C., HEP Refining Assets, L.P., HEP Refining, L.L.C., HEP Mountain Home, L.L.C. and HEP Woods Cross, L.L.C.), HEP Operating agreed to provide certain transportation and terminalling services to HFRM.

B. Effective as of September 30, 2013 the Parties entered into a certain First Amendment to the Restated Pipelines and Terminals Agreement (the “ First Amendment ”) adjusting the list of Refined Products Terminals that are subject to the Restated Pipelines and Terminals Agreement.

C. The Parties now desire to further amend and restate the Restated Pipelines and Terminals Agreement and First Amendment in their entirety to add transportation services to be provided by HEP Operating with respect to an extension of an existing 12” pipeline and an existing 6” pipeline to the Magellan El Paso Terminal in El, Paso Texas, and to make certain other changes.

NOW, THEREFORE, the Parties to this Agreement hereby amend and restate the Restated Pipelines and Terminals Agreement and First Amendment in their entirety as follows:

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. Notwithstanding the foregoing, for purposes of this Agreement, HFRM, on the one hand, and HEP Operating, on the other hand, shall not be considered affiliates of each other.

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

“ 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.

3

“ bpd ” means barrels per day.

“ Contract Quarter ” means a three-month period that commences on July 1, October 1, January 1, or April 1, and ends on September 30, December 31, March 31 or June 30, respectively, except that the initial Contract Quarter commenced on July 13, 2004.

“ Contract Year ” means a year that commences on July 1 and ends on the last day of June, except that the initial Contract Year commenced on July 13, 2004.

“ 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.

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

“ Deficiency Notice ” has the meaning set forth in Section 9(a) .

“ Deficiency Payment ” has the meaning set forth in Section 9(a) .

“ DRA ” means drag reducing agents.

“ El Paso Hawkins Terminal ” means the refined products terminal located in El Paso, Texas being acquired by HFRM or its Affiliate from HEP Operating as of the Effective Time.

“ El Paso System Expansion ” has the meaning set forth in Exhibit E .

“ First Amendment ” has the meaning set forth in the recitals.

“ Force Majeure ” has the meaning set forth in the Omnibus 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.

“ HEP Operating ” has the meaning set forth in the preamble.

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

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

“ HEP Operating Performance Obligations ” has the meaning set forth in Section 14(a) .

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

“ HFRM Payment Obligations ” has the meaning set forth in Section 13(a) .

4

“ HollyFrontier ” means HollyFrontier Corporation, a Delaware corporation.

“ HollyFrontier Navajo Refining ” means HollyFrontier Navajo Refining LLC, a Delaware limited liability company.

“ HollyFrontier Woods Cross Refining ” means HollyFrontier Woods Cross Refining LLC, a Delaware limited liability company.

“ Magellan El Paso Terminal ” means that certain Refined Products Terminal in El Paso, Texas operated by Magellan Pipeline Company, L.P., a Delaware limited partnership, or its Affiliates.

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

“ Monthly Average Base Volume ” means an average daily volume of 14,500 barrels per day.

“ Navajo Refinery ” means the refining facilities owned by HollyFrontier Navajo Refining in Artesia and Lovington, New Mexico.

“ Omnibus Agreement ” means the Fourteenth Amended and Restated Omnibus Agreement, dated as of the date hereof, among HollyFrontier, the Partnership, and certain of their respective subsidiaries, as amended from time-to-time.

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

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

“ 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.

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

“ 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.

“ Refined Products ” means gasolines, diesel fuel, jet fuel, kerosene, heating oil, distillates, transmix, liquefied petroleum gas, natural gas liquids and blend stocks.

“ Refined Product Pipelines ” means the pipelines described on Exhibit A attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

“ Refined Product Terminals ” means the terminals described on Exhibit B attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

“ Refinery ” means, each of the Navajo Refinery and the Woods Cross Refinery; collectively, the “ Refineries .”

5

“ Refinery Owner ” means HollyFrontier Navajo Refining or HollyFrontier Woods Cross Refining.

“ Refund ” has the meaning set forth in Section 9(c) .

“ Restated Pipelines and Terminals Agreement ” has the meaning set forth in the recitals.

“ South System ” means the two pipeline systems operated by HEP Operating or its Affiliates extending from Artesia, New Mexico to El Paso, Texas, as such systems are described on Exhibit A . The two systems are designated as the El Paso 6” Pipeline and the El Paso 8/12” Pipeline. The El Paso 6” Pipeline consists of 156 miles of 6-inch pipeline originating at the Navajo Refinery and terminating at the El Paso Hawkins Terminal and, upon completion of the El Paso System Expansion, will include an additional approximately 200 feet of a lateral 6” Refined Products pipeline to the Magellan El Paso Terminal. The El Paso 6” Pipeline includes the Artesia, Gissler and No. 1 pump stations. The El Paso 8/12” Pipeline consists of 197 miles of 12-inch pipeline and 17 miles of 8-inch pipeline originating at the Artesia Refinery and terminating at the El Paso Hawkins Terminal and, upon completion of the El Paso System Expansion, will include an additional approximately 7 miles of a lateral 12” Refined Products pipeline to the Magellan El Paso Terminal. The El Paso 8/12” Pipeline system includes pump stations at Artesia, Orla and Hueco.

“ Term ” has the meaning set forth in Section 6 .

“ Woods Cross Refinery ” means the refinery owned by HollyFrontier Woods Cross Refining in Woods Cross, Utah.

The Parties intend to be strictly bound by the terms set forth in this Agreement, which set forth the Minimum Revenue Commitment on the part of HFRM and requires HEP Operating to provide certain transportation and terminalling services to HFRM. The principal objective of HEP Operating is for HFRM to meet or exceed the Minimum Revenue Commitment. The principal objective of HFRM is for HEP Operating to provide services to HFRM in a manner that enables HFRM to operate its assets in a manner at least as favorably as the historical course of dealing between the Parties.

(a) Minimum Revenue Commitment . During the Term and subject to the terms and conditions of this Agreement, HFRM agrees as follows:

(i) Subject to Section 3 , HFRM will transport on the Refined Product Pipelines and terminal in the Refined Product Terminals an amount of Refined Products in the aggregate that will produce revenue to HEP Operating in an amount at least equal to $11.706 million per Contract Quarter as of February 22, 2016, as such amount may be revised pursuant to Section 2(a)(ii) and Schedule I attached hereto (the “ Minimum Revenue Commitment ”).

(ii) The Minimum Revenue Commitment shall be adjusted on the first day 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. The series ID is WPUSOP3000 as of June 1, 2011 – 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 2009 change is: [PPI (2008) – PPI (2007)] / PPI (2007) or (177.1 – 166.6) / 166.6 or .063 or 6.3%. If the PPI index change is negative in a given year then the annual change will be deemed to be “zero.” If the above index is no longer published, the Parties shall

6

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 Minimum Revenue Commitment. If the Parties are unable to agree, a new index will be determined in accordance with the dispute resolution provisions of the Omnibus Agreement, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Minimum Revenue Commitment. To evidence the Parties’ agreement to each adjusted Minimum Revenue the Parties may, but shall not be required to, execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. If so executed, 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.

(iii) If HFRM is unable for a period of time to transport on the Refined Product Pipelines or terminal in the Refined Product Terminals the volumes of Refined Products required to meet the Minimum Revenue Commitment as a result of HEP Operating’s operational difficulties, prorationing or difficulties with pipeline connections, then upon written notice by HFRM to HEP Operating (which notice shall be given reasonably promptly after the occurrence of such difficulties or prorationing), the Minimum Revenue Commitment will be reduced for such period of time by an amount equal to: (1) the volume of Refined Products that HFRM was unable to transport on the Refined Product Pipelines or terminal in the Refined Product Terminals as a result of HEP Operating’s operational difficulties, prorationing or difficulties with pipeline connections, multiplied by (2) the applicable tariffs and terminal service fees. This Section 2(a)(iii) shall not apply in the event HEP Operating gives notice of a Force Majeure event in accordance with Section 3(b) , in which case HFRM’s Minimum Revenue Commitment shall be suspended in accordance with and as provided in Section 3(b) .

(b) Tariffs and Terminal Service Fees . The service fees that HFRM shall pay to HEP Operating for terminalling the Refined Products in the Refined Product Terminals under this Section 2 are set forth on the fee schedule attached hereto as Exhibit C , as such exhibit may be amended from time-to-time in accordance with this Agreement. The tariff rates, rules and regulations applicable to interstate and intrastate service on the Refined Product Pipelines shall be as set forth in the tariffs referred to in Exhibit D , as such exhibit may be amended from time-to-time in accordance with this Agreement. The tariff rates shall be adjusted on the first day of each Contract Year by an amount equal to the percentage change, if any, rounded to four decimal places of the PPI calculated in accordance with the method set forth in Section 2(a)(ii) ; provided, however, that if the PPI index change is negative in a given year, then the tariff rates shall be decreased by an amount equal to such percentage change. If the PPI is no longer published, the Parties shall negotiate in good faith to agree on a new index that gives comparable protection against inflation or deflation, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariff rates. If the Parties are unable to agree, a new index will be determined by in accordance with the dispute resolution provisions of the Omnibus Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariff rates. Notwithstanding that the Minimum Revenue Commitment will be determined on a Contract Year basis, the applicable fees, tariff rates and other charges provided for in this Agreement will become effective as of the date of this Agreement, or in the case of the Refined Product Pipeline tariff rates, as soon thereafter as those rates become effective. To evidence the Parties’ agreement to each adjusted tariff rate, the Parties may, but shall not be obligated to, execute an amended, modified, revised or updated Exhibit D and attach it to this Agreement. If executed, such amended, modified, revised or updated Exhibit D shall be sequentially numbered (e.g. Exhibit D-1 , Exhibit D-2 , etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior version of Exhibit D in its entirety, except as specified therein.

7

(c) Obligations of HEP Operating . During the Term and subject to the terms and conditions of this Agreement, including Section 12(b) , HEP Operating agrees to own or lease, operate and maintain the assets necessary to accept the deliveries from HFRM and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 12(b) of this Agreement and Article V of the Omnibus Agreement, HEP Operating is free to sell any of its assets, including assets that provide services under this Agreement, and is free to merge with another entity (whether or not HEP Operating is the surviving entity in such merger) and is free to sell all of its assets or all of its equity to another entity at any time. At the request of HFRM, and subject in each case to any applicable common carrier proration duties, HEP Operating agrees to use commercially reasonable efforts to transport by pipeline for HFRM each month during the Term (i) up to 49,500 bpd of gasoline and 26,500 bpd of diesel fuel on the South System and (ii) up to 40,000 bpd of Refined Products from Artesia to Moriarty or Artesia to Bloomfield on HEP Operating’s Artesia to Moriarty and Artesia to Bloomfield Refined Product Pipeline. HEP Operating agrees to provide terminalling services for HFRM’s volumes of Refined Products transported to the Refined Product Terminals. To the extent that HFRM is entitled to an exception under Section 3 to its obligations under Section 2(a) , the corresponding obligations of HEP Operating under this Section 2(c) will be proportionately reduced.

(d) Facility Expansions and Modifications . From time-to-time the Parties may agree to expand or modify certain facilities covered by this Agreement, including refined product pipelines, refined product terminals and other facilities. In connection with the expansion or modification of such facilities, 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 E is a list of current expansion or modification projects agreed to by the Parties hereto and the terms of such projects. Exhibit E may be amended, modified, revised or updated from time-to-time in accordance with the terms of this Section 2(d) 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 may, but shall not be obligated to, execute an amended, modified, revised or updated Exhibit E and attach it to this Agreement. If executed, such amended, modified, revised or updated Exhibit E shall be sequentially numbered (e.g. Exhibit E-1 , Exhibit E-2 , etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior version of Exhibit E in its entirety, except as specified therein.

(e) Ancillary Services . HEP Operating will provide ancillary services as have been provided historically, such as truck rack blending, tank sampling and tank-to-tank transfers, to HFRM. Except as set forth on Schedule II attached hereto, as it may be amended from time-to-time in accordance with this Agreement, the fees for such ancillary services are included in the fees established under this Agreement for services provided under Section 2(b) . All fuel additives, dyes, de-icers and other additives requested to be added to HFRM’s Refined Products will be provided by HFRM at no cost to HEP Operating. If any ancillary services other than those set forth in this Section 2(e) are requested by HFRM that are different in kind, scope or frequency from the ancillary services that have been historically provided, then the Parties shall negotiate in good faith to determine the appropriate rates to be charged for such services. HFRM shall be responsible for maintaining the integrity of its operations and the quality of its products so as to not cause additional operating costs related to ancillary services to be incurred by HEP Operating.

(f) Pipeline Direction . Without HFRM’s prior written consent, which shall not be unreasonably withheld or delayed, HEP Operating will not reverse the direction of any Refined Product

8

Pipeline or, except as provided in Section 2(d) or Exhibit E , connect any other pipeline to the Refined Product Pipelines or Refined Product Terminals; provided, however, that HEP Operating may take any necessary emergency action to prevent or remedy a release of Refined Products from a Refined Product Pipeline or Refined Product Terminal without obtaining the consent required by this Section 2(f) .

(g) Product Gains and Losses .

(i) Prior to October 1, 2007, with respect to the Refined Product Terminals, (1) HEP Operating will be responsible for all product losses, determined on a quarterly basis and on a terminal by terminal basis, that are greater than 0.25% of the product terminalled in accordance with this Section 2 and (2) all product losses with respect to the Refined Product Terminals will be offset by product gains with respect to the Refined Product Terminals, if any, as determined on a quarterly basis and on a terminal by terminal basis. Product gains at the Refined Product Terminals, after any offsetting losses, will be the property of HEP Operating through September 30, 2007; and

(ii) Beginning with the 12 month period starting on October 1, 2007, with respect to the Refined Product Terminals, (1) HEP Operating will be responsible for all product losses, determined on an annual basis and on a terminal by terminal basis, for the 12 month period beginning on October 1 of each year, that are greater than 0.25% of the product terminalled in accordance with this Section 2 and (2) on a terminal by terminal basis, the amount of any product losses for any such 12 month period ending on the subsequent September 30 for which HEP Operating would otherwise be responsible shall be offset by the amount of any product gains for the same 12 month period and, beginning with the 12 month period starting on October 1, 2008, shall also be offset by any previously unused product gains for, and only for, the immediately preceding 12 month period. An amount of product gain shall be applied no more than once to reduce product losses for which HEP Operating would otherwise be responsible. Beginning on October 1, 2007, any product gains at the Refined Product Terminals, after any offsetting losses applied in accordance with this subsection, will be the property of HFRM.

(h) Taxes . HFRM will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on the Refined Products delivered by HFRM for transportation or storage by HEP Operating in the Refined Product Pipelines and Refined Product Terminals, including, but not limited to, any New Mexico gross receipts taxes, if applicable. HFRM will reimburse HEP Operating for the New Mexico gross receipts tax, if applicable, but not income tax, levied on or with respect to the transportation services provided by HEP Operating to HFRM under this Agreement. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any Applicable Law or authority now in effect or hereafter to become effective which are payable by the any other Party pursuant to this Section 2(h) the proper Party shall promptly reimburse the other Party therefor.

(i) Timing of Payments . HFRM will make payments to HEP Operating by electronic payment with immediately available funds on a monthly basis during the Term with respect to services rendered or reimbursable costs and expenses incurred by HEP Operating under this Agreement in the prior month. Payments not received by HEP Operating on or prior to the applicable payment date will accrue interest at the Prime Rate from the applicable payment date until paid.

(j) Notification of Utilization . When requested by HEP Operating, HFRM will provide to HEP Operating written notification of HFRM’s reasonable good faith estimate of its anticipated future utilization of the assets of HEP Operating.

(k) Scheduling of Product Movements . HEP Operating will use its reasonable commercial efforts to schedule Refined Product movements and accept deliveries of Refined Products hereunder in a manner that is consistent with the historical dealings between the Parties, as such dealings may change from time to time.

9

(l) Monthly Surcharge . If new Applicable Laws are enacted that require HEP Operating to make substantial and unanticipated capital expenditures with respect to the Refined Product Terminals, HEP Operating may impose a monthly surcharge to cover HFRM’s pro rata share of HEP Operating’s cost of complying with these Applicable Laws. The Parties shall use their reasonable commercial efforts to comply with these Applicable Laws and shall negotiate in good faith to mitigate the impact of these Applicable Laws 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 in accordance with the dispute resolution provisions of the Omnibus Agreement. Exhibit D 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 monthly surcharge agreed to in accordance with this Section 2(l) .

(m) Increases in Pipeline Tariff Rates . If new Applicable Laws are enacted that require HEP Operating to make substantial and unanticipated capital expenditures with respect to the Refined Product Pipelines, HEP Operating may file new tariff rates in order to recover HEP Operating’s cost of complying with these Applicable Laws (including a reasonable return). The Parties shall use their reasonable commercial efforts to comply with these Applicable Laws, and shall negotiate in good faith to mitigate the impact of these Applicable Laws and to determine the amount of the new tariff rates. If the Parties are unable to agree on the amount of the new tariff rates that HEP Operating will file, such tariff rates will be determined in accordance with the dispute resolution provisions of the Omnibus Agreement. Exhibit D 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 changes in tariff rates agreed to in accordance with this Section 2(m) .

(n) Terminal Access Agreement . HFRM agrees to use its commercially reasonable efforts to enter into a terminal access agreement with any third party that uses the Refined Product Terminal located in Tucson, Arizona, or any other terminal owned by HEP Operating or its Affiliates where HFRM is the sole customer.

(a) Shut Down or Reconfiguration of Refineries . HFRM must deliver to HEP Operating at least twelve months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of any Refinery or any portion of a Refinery that would reduce such Refinery’s output. HFRM will use its commercially reasonable efforts to mitigate any reduction in the Minimum Revenue Commitment that would result from such a shut down or reconfiguration. If a Refinery Owner shuts down or reconfigures any Refinery or any portion of a Refinery (excluding planned maintenance turnarounds) and HFRM reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy the Minimum Revenue Commitment, then HFRM will utilize the Refined Product Pipelines for 100% of the available production from the Refineries to the extent necessary and available to satisfy the Minimum Revenue Commitment. In the event that such production is insufficient to satisfy the Minimum Revenue Commitment, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, HFRM 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 Operating within 60 days of receipt by HEP Operating of such proposal, such new Minimum Revenue Commitment shall become effective as of the

10

date proposed by HFRM. To the extent that HEP Operating does not agree with HFRM’s proposal, any changes in HFRM’s obligations under this Agreement, or the date on which such changes will take effect, will be determined in accordance with the dispute resolution provisions of the Omnibus Agreement. 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 HFRM’s Minimum Revenue Commitment agreed to in accordance with this Section 3(a) .

(b) Force Majeure . The rights and obligations of the Parties upon the occurrence of an event of Force Majeure will be determined in the manner set forth in the Omnibus Agreement; provided that (a) any suspension of the obligations of the Parties under this Agreement as a result of an event of Force Majeure shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice, (b) HFRM will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event, and (c) if a Force Majeure event prevents either Party from performing substantially all of its respective obligations under this Agreement relating to a group of assets for a period of more than one (1) year, this Agreement may be terminated as to the affected Refined Products Pipeline(s) or Refined Products Terminal(s) (but not as to unaffected assets) by either Party providing written notice thereof to the other Party. Nothing in this Section 3(b) shall alter the liability of HEP Operating as set forth in the rules and regulations tariffs for the Refined Product Pipelines attached hereto as Exhibit D and Exhibit E .

With respect to any Refined Products that are produced at a Refinery and transported in any Refined Product Pipeline or handled at any Refined Product Terminal, HFRM agrees that it will continue its historical commercial practice of owning such Refined Products from such point as such Refined Products leave the Refinery until at least such point as they will not be further transported in a Refined Product Pipeline or handled at a Refined Product Terminal and to continue acting in the capacity of the shipper of any such Refined Products for its own account at all times that such Refined Products are in a Refined Product Pipeline or being handled at the Refined Product Terminals.

HFRM agrees to any tariff rate changes for the Refined Product Pipelines determined in accordance with this Agreement. HFRM agrees (a) not to challenge, nor to cause any of its Affiliates to challenge, nor to encourage or recommend to any other Person that it challenge, or voluntarily assist in any way any other Person in challenging, in any forum, interstate or intrastate tariffs (including joint tariffs) of HEP Operating that HEP Operating has filed or may file containing rates, rules or regulations that are in effect at any time during the Term and regulate the transportation of Refined Products, (b) not to protest or file a complaint, nor cause any of its Affiliates to protest or file a complaint, nor encourage or recommend to any other Person that it protest or file a complaint, or voluntarily assist in any way any other Person in protesting or filing a complaint, with respect to regulatory filings that HEP Operating has made or may make at any time during the Term to change interstate or intrastate tariffs (including joint tariffs) for transportation of Refined Products and (c) not to seek, nor cause any of its Affiliates to seek, nor encourage or recommend to any other Person that it seek, or voluntarily assist in any way any other Person in seeking, regulatory review of, or regulatory jurisdiction over, the contractual rates charged at any time during the term of this Agreement by HEP Operating for terminalling services or to challenge, in any forum, such rates or changes to such rates, in each case so long as such tariffs, regulatory filings or rates changed do not conflict with the terms of this Agreement.

11

This Agreement shall be effective as of July 13, 2004 and shall terminate at 12:01 a.m. Dallas, Texas, time on July 1, 2019, unless extended by written mutual agreement of the Parties hereto or as set forth in Section 7 (the “ Term ”); provided , however , that Section 5 and Section 11 shall survive the termination of this Agreement. The Party(ies) desiring to extend this Agreement pursuant to this Section 6 shall provide prior written notice to the other Parties 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 the other Party (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.

(a) In the event that HFRM provides prior written notice to HEP Operating of the desire of HFRM 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 Operating shall have the right to negotiate to enter into one or more pipeline and terminal 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, HFRM will have the right to enter into a new pipelines and terminals agreement with HEP Operating on commercial terms that substantially match the terms which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the Refined Product Pipelines or Refined Product Terminals. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new pipelines and terminals agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 7(a) with respect to the assets that are the subject of such notice.

(b) In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 6 , HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Section 6 to the date of termination of this Agreement, to negotiate to enter into a new pipelines and terminals agreement with a third party, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM will have the right to enter into a new pipelines and terminals agreement with HEP Operating on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the Refined Product Pipelines or Refined Product Terminals. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new pipelines agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 7(b) with respect to the assets that are the subject of such notice.

Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner, and deemed delivered at the time, set forth in the Omnibus Agreement.

12

(a) As soon as practicable following the end of each Contract Quarter under this Agreement, HEP Operating shall deliver to HFRM a written notice (the “ Deficiency Notice ”) detailing any failure of HFRM to meet any of its obligations under Section 2(a) ; provided that HFRM’s obligations pursuant to the Minimum Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Section 9 . The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Operating believes would have been paid by HFRM to HEP Operating if HFRM had complied with its obligations pursuant to Section 2(a) (the “ Deficiency Payment ”). HFRM shall pay the Deficiency Payment to HEP Operating 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 Quarter.

(b) If HFRM disagrees with the Deficiency Notice, then, following the payment of the Deficiency Payment to HEP Operating, HFRM shall send written notice thereof to HEP Operating and a senior officer of HollyFrontier (on behalf of HFRM) and a senior officer of the Partnership (on behalf of HEP Operating) 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, HFRM shall have access to the working papers of HEP Operating relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of the Deficiency Payment, the Parties 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 dispute resolution in accordance with the Omnibus Agreement.

(c) If it is finally determined pursuant to this Section 9 that HFRM is not required to make any or all of the Deficiency Payment (the “ Refund ”), HEP Operating shall promptly pay to HFRM the Refund, together with interest thereon at the Prime Rate, in immediately available funds.

(d) Deficiency Payments will be credited against any payments owed by HFRM in the following four Contract Quarters in excess of the Minimum Revenue Commitments established by this Agreement for such Calendar Quarters; provided , however , that HFRM will not receive credit for any Deficiency Payment in any of the following four Contract Quarters until they have met the Minimum Revenue Commitment in the succeeding Contract Quarter.

The Parties acknowledge the right of first refusal of HFRM with respect to the Refined Product Pipelines and Refined Product Terminals provided in the Omnibus Agreement.

(a) The Parties acknowledge and agree that provisions relating to indemnity and limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary and solely for the purpose of determining which of HFRM or HEP Operating shall be liable in a particular circumstance, neither HFRM or HEP Operating shall be liable to the other Party for any loss, damage, injury, judgment, claim, cost, expense or other liability (collectively, “ Damages ”) suffered or incurred by such Party except to the extent set forth in the Omnibus Agreement and to the extent that HFRM or HEP Operating causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages.

13

(b) The provisions of this Section 11 shall survive the termination of this Agreement.

(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 executes an amended, modified, revised or updated exhibit or schedule, as applicable, and attaches 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 . This Agreement shall inure to the benefit of, and shall be binding upon, the Parties 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 HFRM (in the case of any assignment by HEP Operating) or HEP Operating (in the case of any assignment by HFRM), in each case, such consent is not to be unreasonably withheld or delayed; provided , however , that (i) HEP Operating may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Operating without HFRM’s consent, (ii) HFRM may make such an assignment (including a partial pro rata assignment) to an Affiliate of HFRM without HEP Operating’s consent, (iii) HFRM may, without HEP Operating’s prior written consent, make such an assignment to any Person to which HFRM has sold any of its assets which assets rely on the services provided by HEP Operating under this Agreement if such Person (1) is reasonably capable of performing HFRM’s obligations (or its pro rata portion of such obligations) under this Agreement assigned to such Person, which determination shall be made by HFRM in its reasonable judgment and (2) has agreed in writing to assume the obligations of HFRM assigned to such Person and (iv) HEP Operating may, without HFRM’s prior written consent, make such an assignment to any Person to which HEP Operating has sold any of its transportation, storage or terminalling assets which assets provide services to HFRM under this Agreement if such Person (1) is reasonably capable of performing HEP Operating’s obligations (or its pro rata portion of such obligations) under this Agreement assigned to such Person, which determination shall be made by HEP Operating in its reasonable judgment and (2) has agreed in writing to assume the obligations of HEP Operating assigned to such Person. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. Each Party agrees to require its respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Party, its obligations under this Agreement. The provisions of this Agreement are enforceable solely by the Parties.

(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.

14

(e) 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.

(f) 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.

(g) No Novation . This Agreement shall be considered an amendment and restatement of the Restated Pipelines and Terminals Agreement, and the Restated Pipelines and Terminals Agreement is hereby ratified, approved and confirmed in every respect. This Agreement is not intended to constitute a novation of the Restated Pipelines and Terminals Agreement and all of the obligations owing by the Parties under the Restated Pipelines and Terminals Agreement shall continue (and from and after the date of this Agreement, as amended hereby).

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

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

(i) any assignment or other transfer of this Agreement or any of the rights thereunder of HEP Operating;

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

(iii) any acceptance by HEP Operating of partial payment or performance from HFRM;

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

(v) any absence of any notice to, or knowledge of, Holly, 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.

15

The obligations of HollyFrontier 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 HFRM Payment Obligations or otherwise.

(c) Waiver . HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HFRM Payment Obligations and any requirement for HEP Operating 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 HFRM, any other entity or any collateral.

(d) Subrogation Waiver . HollyFrontier agrees that for so long as there is a current or ongoing default or breach of this Agreement by HFRM, HollyFrontier shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HFRM for any payments made by HollyFrontier under this Section 13 , and HollyFrontier 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 HFRM during any period of default or breach of this Agreement by any of HFRM until such time as there is no current or ongoing default or breach of this Agreement by HFRM.

(e) Reinstatement . The obligations of HollyFrontier under this Section 13 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the HFRM Payment Obligations is rescinded or must otherwise be returned to HFRM or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HFRM or such other entity, or for any other reason, all as though such payment had not been made.

(f) Continuing Guaranty . This Section 13 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 HFRM Payment Obligations, (ii) be binding upon HollyFrontier, its successors and assigns and (iii) inure to the benefit of and be enforceable by HEP Operating and its respective successors, transferees and assigns.

(g) No Duty to Pursue Others . It shall not be necessary for HEP Operating (and HollyFrontier hereby waives any rights which HollyFrontier may have to require HEP Operating), in order to enforce such payment by HollyFrontier, first to (i) institute suit or exhaust its remedies against HFRM or others liable on the HFRM Payment Obligations or any other person, (ii) enforce HEP Operating’s rights against any other guarantors of the HFRM Payment Obligations, (iii) join HFRM or any others liable on the HFRM Payment Obligations in any action seeking to enforce this Section 13 , (iv) exhaust any remedies available to HEP Operating against any security which shall ever have been given to secure the HFRM Payment Obligations, or (v) resort to any other means of obtaining payment of the HFRM Payment Obligations.

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

16

(b) Guaranty Absolute . The Partnership hereby guarantees that the HEP Operating Payment Obligations will be paid, and the HEP Performance Obligations will be performed, strictly in accordance with the terms of this Agreement. The obligations of the Partnership under this Agreement constitute a present and continuing guaranty of payment and performance, and not of collection or collectability. 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 this Agreement or any of the rights thereunder of HFRM;

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

(iii) any acceptance by HFRM of partial payment or performance from HEP Operating;

(iv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to HEP Operating or any action taken with respect to this 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 HEP Operating 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 HEP Operating Payment Obligations and any requirement for HFRM 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 Operating, any other entity or any collateral.

(d) Subrogation Waiver . The Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by HEP Operating, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HEP Operating for any payments made by the Partnership under this Section 14 , 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 Operating during any period of default or breach of this Agreement by HEP Operating until such time as there is no current or ongoing default or breach of this Agreement by HEP Operating.

17

(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 HEP Operating Payment Obligations is rescinded or must otherwise be returned to HEP Operating or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Operating 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 and/or performance in full of all of the HEP Operating Payment Obligations, (ii) be binding upon the Partnership and each of its respective successors and assigns and (iii) inure to the benefit of and be enforceable by HFRM and its respective successors, transferees and assigns.

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

[Remainder of Page Intentionally Left Blank]

18

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above to be effective as of the Effective Time.

[Signature Page 1 of 2 to the Second Amended and Restated Refined Products Pipelines and Refined Products Terminals Agreement]

[Signature Page 2 of 2 to the Second Amended and Restated Refined Products Pipelines and Refined Products Terminals Agreement]

SCHEDULE II

ANCILLARY SERVICE FEES

As of February 22, 2016

Effective January 1, 2006, the Parties agree that HFRM will either reimburse HEP Operating for the actual cost of DRA added to HFRM’s Refined Products or provide such DRA at no cost to HEP Operating; provided , however , that effective February 1, 2009, HEP Operating agrees to reimburse HFRM for the cost of DRA furnished by HFRM for use on the South System on a 50/50 basis until each of the Parties expends $250,000 annually, with 100% of the cost over $500,000 annually to be furnished by HFRM. HEP Operating agrees to use its commercially reasonable efforts to minimize the use of DRA and maximize the use of HEP Operating’s existing horsepower; provided , however , that in the event HEP Operating determine that it is not economically advantageous for HEP Operating to operate the South System in a manner that maximizes the use of HEP Operating’s existing horsepower and minimizes the use of DRA, then HEP Operating may use DRA in lieu of horsepower, provided that the cost of such DRA shall be borne solely by HEP Operating and shall not count towards HEP Operating’s share of the cost of DRA stated above.

EXHIBIT C

FEE SCHEDULE

As of January 1, 2016

EXHIBIT D

RULES AND REGULATIONS TARIFFS (INTERSTATE)

As of December 1, 2009

Holly Energy Partners – Operating, L.P. F.E.R.C. No. 53.1.0

Holly Energy Partners – Operating, L.P. F.E.R.C. No. 56.6.0

Holly Energy Partners – Operating, L.P. New Mexico P.R.C No. 42

Holly Energy Partners – Operating, L.P. New Mexico P.R.C No. 59.1.0

EXHIBIT E

FACILITY EXPANSIONS AND MODIFICATIONS

As of February 22, 2016

(a) As of February 22, 2016, HEP Operating agrees to further expand the South System by (i) funding, constructing, owning and operating approximately 7 miles of new 12” Refined Products Pipeline from a point on the existing 8/12” Refined Products Pipeline to the property line of the Magellan El Paso Terminal, (ii) expanding the capacity of the Existing 8/12” Refined Products Pipeline to an instantaneous capacity of 98,000 bpd from Artesia, NM to the Magellan El Paso Terminal, (iii) adding approximately 1 mile of 6” Refined Products Pipeline from a point on the existing 6” Refined Products Pipeline to the Magellan El Paso Terminal, and (iv) causing such new extensions to be connected to the Magellan El Paso Terminal and the operator of the Magellan El Paso Terminal to share operational data with HEP Operating for the operation of such new connections (together with all related modifications, the “ El Paso System Expansion ”).

(b) HEP Operating agrees to incur all costs reasonably necessary to effectuate the El Paso System Expansion.

(c) HEP Operating shall carry out the El Paso System Expansion as expeditiously as reasonably possible so that the project will be completed and operational not later than September 1, 2017.

Exhibit10.5

Execution Version

FOURTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT

among

HOLLYFRONTIER CORPORATION,

HOLLY ENERGY PARTNERS, L.P.

and

CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES

TABLE OF CONTENTS