8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported):

November 10, 2011 (November 9, 2011)

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-03876	75-1056913
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification Number)

2828 N. Harwood, Suite 1300, Dallas, Texas 75201

(Address of Principal Executive Offices)

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

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

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

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-99.1

Item 1.01 Entry into a Material Definitive Agreement

LLC Interest Purchase Agreement

               On November 9, 2011, HollyFrontier Corporation (“HollyFrontier”), its subsidiaries Frontier Refining LLC (“Frontier Cheyenne”) and Frontier El Dorado Refining LLC (“Frontier El Dorado”), Holly Energy Partners, L.P. (the “Partnership”) and its subsidiary, Holly Energy Partners — Operating, L.P. (“HEP-Operating”), entered into an LLC Interest Purchase Agreement (the “Purchase Agreement”), with an effective date of November 1, 2011, pursuant to which HEP-Operating acquired from Frontier Cheyenne and Frontier El Dorado, respectively, (i) all of the issued and outstanding membership interests of Cheyenne Logistics LLC (“Cheyenne Logistics”), which owns approximately 1.7 million barrels of hydrocarbon storage tanks, a refined products loading rack, two propane loading spots, four crude oil LACTS units, and a crude oil receiving pipeline (the “Cheyenne Assets”) located at Frontier Cheyenne’s refinery in Cheyenne, Wyoming (the “Cheyenne Refinery”) and (ii) all of the issued and outstanding membership interests of El Dorado Logistics LLC (“El Dorado Logistics”), which owns approximately 3.7 million barrels of hydrocarbon storage tanks, a refined products loading rack, and a propane loading rack (the “El Dorado Assets”), located at Frontier El Dorado’s refinery in El Dorado, Kansas (the “Acquisition”). The aggregate consideration paid by HEP-Operating for the Cheyenne Assets was $110 million, consisting of an unsecured promissory note in the principal amount of $50 million and 1,202,405 common units of the Partnership (“Common Units”) valued at approximately $60 million. The aggregate consideration paid by HEP-Operating for the El Dorado Assets was $230 million, consisting of an unsecured promissory note in the principal amount of $100 million and 2,605,210 Common Units valued at approximately $60 million. The value of the Common Units issued as consideration was based upon the volume weighted average price of the Common Units for the ten trading days prior to the announcement of the transaction on October 10, 2011. The Acquisition was closed simultaneously with the signing of the Purchase Agreement. HollyFrontier controls the general partner of the Partnership.

               HollyFrontier has agreed to unconditionally guarantee the payment of certain obligations under the Purchase Agreement.

               The consideration for the Acquisition was determined pursuant to negotiations between HollyFrontier and the conflicts committee of the Partnership, which is comprised solely of independent outside directors, and was approved by the audit committee of HollyFrontier, which is comprised solely of independent directors.

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

Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne)

               On November 9, 2011, in connection with the closing of the Acquisition, Frontier Cheyenne and Cheyenne Logistics entered into a 15-year Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne) (the “Cheyenne Throughput Agreement”) with an effective date of November 1, 2011.

               Pursuant to the Cheyenne Throughput Agreement, Cheyenne Logistics will operate and maintain the Cheyenne Assets and will provide certain transportation, storage and loading services to Frontier Cheyenne, and Frontier Cheyenne will pay Cheyenne Logistics:

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• a crude oil receiving base tariff of $.30 for each barrel of crude oil received by the Cheyenne Refinery up to 50,600 barrels per day (“bpd”) and $.14 per barrel for volumes in excess of 50,600 bpd, with a guaranteed minimum throughput of 46,000 bpd;

• a tankage base tariff of $.45 per barrel for use of tankage up to 45,100 bpd of refined and intermediate products and $.20 per barrel for volumes in excess of 45,100 bpd, with a guaranteed minimum throughput of 41,000 bpd; and

• a loading racks tariff of $.25 for each barrel of refined products, LPG, intermediate products and heavy products loaded over the loading racks, with a guaranteed minimum throughput of 41,000 bpd.

               These tariffs are subject to various adjustments, including limited upward adjustments for changes in the Producer Price Index-Commodities-Finished Goods (PPI) produced by the U.S. Department of Labor, Bureaus of Statistics, and limited upward adjustment if actual operating expenses regarding the Cheyenne Assets exceed assumed operating expenses.

               HollyFrontier will guarantee the obligations of Frontier Cheyenne under the Cheyenne Throughput Agreement, and the Partnership and HEP-Operating will guarantee the obligations of Cheyenne Logistics.

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

Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado)

               On November 9, 2011, in connection with the closing of the Acquisition, Frontier El Dorado and El Dorado Logistics entered into a 15-year Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado) (the “El Dorado Throughput Agreement”) with an effective date of November 1, 2011.

               Pursuant to the El Dorado Throughput Agreement, El Dorado Logistics will operate and maintain the El Dorado Assets and will provide certain transportation, storage and loading services to Frontier El Dorado, and Frontier El Dorado will pay El Dorado Logistics:

• a pipeline delivery tariff of $.15 for each barrel of intermediate products and refined products delivered to outgoing pipelines up to 132,000 bpd and $.07 per barrel for volumes in excess of 132,000 bpd, with a guaranteed minimum throughput of 120,000 bpd;

• a tankage base tariff of $.45 for each barrel for use of tankage up to 154,000 bpd of refined products, LPG, intermediate products and heavy products and $.20 per barrel for volumes in excess of 154,000 bpd, with a guaranteed minimum throughput of 140,000 bpd; and

• a loading racks tariff of $.25 for each barrel of refined products, LPG, and heavy products loaded over the loading racks with a guaranteed minimum throughput of 20,000 bpd.

               These tariffs are subject to various adjustments, including limited upward adjustments for changes in the Producer Price Index-Commodities-Finished Goods (PPI) produced by the U.S. Department of Labor, Bureaus of Statistics, and limited upward adjustment if actual operating expenses regarding the El Dorado Assets exceed assumed operating expenses.

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               HollyFrontier will guarantee the obligations of Frontier El Dorado under the Cheyenne Throughput Agreement, and the Partnership and HEP-Operating will guarantee the obligations of El Dorado Logistics.

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

Sixth Amended and Restated Omnibus Agreement

               On November 9, 2011, in connection with the closing of the Acquisition, HollyFrontier and the Partnership and certain of their respective subsidiaries entered into a Sixth Amended and Restated Omnibus Agreement (the “Sixth Restated Omnibus Agreement”) with an effective date of November 1, 2011. The Sixth Restated Omnibus Agreement amends and restates the Fifth Amended and Restated Omnibus Agreement, dated as of August 31, 2011, that was previously filed as an exhibit to the HollyFrontier’s Current Report on Form 8-K dated September 1, 2011. The Sixth Restated Omnibus Agreement amends and restates the omnibus agreement to, among other things:

• subject the Cheyenne Assets and the El Dorado Assets to HollyFrontier’s right of first refusal to purchase the Partnership’s assets that serve HollyFrontier’s refineries; and

• extend the mutual environmental indemnification provided under the Fifth Amended and Restated Omnibus Agreement to cover the Cheyenne Assets and the El Dorado Assets.

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

Lease and Access Agreement (Cheyenne)

               On November 9, 2011, in connection with the closing of the Acquisition, Frontier Cheyenne and Cheyenne Logistics entered into a Lease and Access Agreement (Cheyenne) (the “Cheyenne Lease and Access Agreement”), effective as of November 1, 2011, with a 50-year initial term, pursuant to which Frontier Cheyenne will lease to Cheyenne Logistics, for a nominal amount, the real property on which the Cheyenne Assets are situated. Pursuant to the terms of the Cheyenne Lease and Access Agreement, Frontier Cheyenne has agreed to permit Cheyenne Logistics and its affiliates to have access to the Cheyenne Assets. The Cheyenne Lease and Access Agreement also provides that, following termination or expiration of the Cheyenne Throughput Agreement, Frontier Cheyenne will have the option to purchase the Cheyenne Assets for fair market value.

               The description of the Cheyenne Lease and Access Agreement herein is qualified by reference to the copy of the Cheyenne Lease and Access Agreement, filed as Exhibit 10.5 to this report, which is incorporated by reference into this report in its entirety.

Lease and Access Agreement (El Dorado)

               On November 9, 2011, in connection with the closing of the Acquisition, Frontier El Dorado and El Dorado Logistics entered into a Lease and Access Agreement (El Dorado) (the “El Dorado Lease and Access Agreement”), effective as of November 1, 2011, with a 50-year initial term, pursuant to which Frontier El Dorado will lease to El Dorado Logistics, for a nominal amount, the real property on which the El Dorado Assets are situated. Pursuant to the terms of the El Dorado Lease and Access Agreement, Frontier El Dorado has agreed to permit El Dorado Logistics and its affiliates to have access to the El

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Dorado Assets. The El Dorado Lease and Access Agreement also provides that, following termination or expiration of the El Dorado Throughput Agreement, Frontier El Dorado will have the option to purchase the El Dorado Assets for fair market value.

               The description of the El Dorado Lease and Access Agreement herein is qualified by reference to the copy of the El Dorado Lease and Access Agreement, filed as Exhibit 10.6 to this report, which is incorporated by reference into this report in its entirety.

Item 7.01 Regulation FD Disclosure.

               Furnished as Exhibit 99.1 and incorporated herein by reference in its entirety is a copy of a press release issued by HollyFrontier and the Partnership on November 9, 2011 announcing completion of the Acquisition.

               In accordance with General Instruction B.2 of Form 8-K, the information furnished in this report on Form 8-K pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, unless HollyFrontier specifically incorporates it by reference in a document filed under the Exchange Act or the Securities Act. By filing this report on Form 8-K and furnishing the information pursuant to Item 7.01, HollyFrontier makes no admission as to the materiality of any information in this report furnished pursuant to Item 7.01, including Exhibit 99.1, or that any such information includes material investor information that is not otherwise publicly available.

               The information furnished in this report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, is summary information that is intended to be considered in the context of HollyFrontier’s Securities and Exchange Commission (“SEC”) filings and other public announcements that HollyFrontier may make, by press release or otherwise, from time to time. HollyFrontier disclaims any current intention to revise or update the information furnished in this report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, although HollyFrontier may do so from time to time as its management believes is warranted. Any such updating may be made through the furnishing or filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	LLC Interest Purchase Agreement, dated November 9, 2011, by and among HollyFrontier Corporation, Frontier Refining LLC, Frontier El Dorado Refining LLC, Holly Energy Partners — Operating, L.P. and Holly Energy Partners, L.P.
10.2	Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne), dated November 9, 2011, by and between Frontier Refining LLC and Cheyenne Logistics LLC
10.3	Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated November 9, 2011, by and between Frontier El Dorado Refining LLC and El Dorado Logistics LLC
10.4	Sixth Amended and Restated Omnibus Agreement, dated November 9, 2011, by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries

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Exhibit No.	Description
10.5	Lease and Access Agreement (Cheyenne), dated November 9, 2011, by and between Frontier Refining LLC and Cheyenne Logistics LLC
10.6	Lease and Access Agreement (El Dorado), dated November 9, 2011, by and between Frontier El Dorado Refining LLC and El Dorado Logistics LLC
99.1 *	Press Release of HollyFrontier Corporation and Holly Energy Partners L.P., issued November 9, 2011

* Furnished herewith.

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SIGNATURES

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

HOLLYFRONTIER CORPORATION
By:	/s/ Douglas S. Aron
	Name:	Douglas S. Aron
	Title:	Executive Vice President and Chief Financial Officer

Date: November 10, 2011

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EXHIBIT INDEX

Exhibit No.	Description
10.1	LLC Interest Purchase Agreement, dated November 9, 2011, by and among HollyFrontier Corporation, Frontier Refining LLC, Frontier El Dorado Refining LLC, Holly Energy Partners — Operating, L.P. and Holly Energy Partners, L.P.
10.2	Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne), dated November 9, 2011, by and between Frontier Refining LLC and Cheyenne Logistics LLC
10.3	Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated November 9, 2011, by and between Frontier El Dorado Refining LLC and El Dorado Logistics LLC
10.4	Sixth Amended and Restated Omnibus Agreement, dated November 9, 2011, by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries
10.5	Lease and Access Agreement (Cheyenne), dated November 9, 2011, by and between Frontier Refining LLC and Cheyenne Logistics LLC
10.6	Lease and Access Agreement (El Dorado), dated November 9, 2011, by and between Frontier El Dorado Refining LLC and El Dorado Logistics LLC
99.1 *	Press Release of HollyFrontier Corporation and Holly Energy Partners L.P., issued November 9, 2011

* Furnished herewith.

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

LLC INTEREST PURCHASE AGREEMENT

by and among

HOLLYFRONTIER CORPORATION,

FRONTIER REFINING LLC

and

FRONTIER EL DORADO REFINING LLC

as Sellers,

and

HOLLY ENERGY PARTNERS — OPERATING, L.P.

and

HOLLY ENERGY PARTNERS, L.P.

as Buyer

Effective as of November 1, 2011

TABLE OF CONTENTS

	Page
ARTICLE I DEFINED TERMS		1
1.1 Defined Terms		1
ARTICLE II PURCHASE OF LLC INTERESTS		7
2.1 Transfer of LLC Interests		7
2.2 Consideration		7
ARTICLE III CLOSING		8
3.1 Closing		8
3.2 Deliveries by Sellers		8
3.3 Deliveries by Buyer		9
3.4 Closing Costs; Transfer Taxes and Fees		10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS		11
4.1 Organization		11
4.2 Authorization		11
4.3 Company Status		11
4.4 No Conflicts or Violations; No Consents or Approvals Required		12
4.5 Absence of Litigation		12
4.6 Title to LLC Interests; Capitalization		12
4.7 No Undisclosed Liabilities		13
4.8 No Employees		13
4.9 Taxes		13
4.10 Brokers and Finders		13
4.11 Condition of Assets		13
4.12 Title to Assets		13
4.13 Permits		14
4.14 Banking Relationships		14
4.15 Representations Relating to the Unit Consideration		14
4.16 Legends		14
4.17 WAIVERS AND DISCLAIMERS		15
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER		16
5.1 Organization		16
5.2 Authorization		16
5.3 No Conflicts or Violations; No Consents or Approvals Required		16
5.4 Absence of Litigation		16
5.5 Brokers and Finders		16
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF HOLLYFRONTIER		17
6.1 Organization		17
6.2 Authorization		17

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TABLE OF CONTENTS
(continued)

	Page
6.3 No Conflicts or Violations; No Consents or Approvals Required		17
6.4 Absence of Litigation		17
6.5 Brokers and Finders		17
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP		18
7.1 Organization		18
7.2 Authorization		18
7.3 No Conflicts or Violations; No Consents or Approvals Required		18
7.4 Absence of Litigation		18
7.5 Brokers and Finders		18
7.6 Validity of Aggregate Units		18
ARTICLE VIII COVENANTS		19
8.1 Cooperation		19
8.2 Additional Agreements		19
8.3 Employees		19
8.4 Consent Decree		19
ARTICLE IX ADDITIONAL AGREEMENTS		20
9.1 Further Assurances		20
9.2 Tanks Under Construction		20
ARTICLE X INDEMNIFICATION		21
10.1 Indemnification of Buyer and Sellers		21
10.2 Defense of Third-Party Claims		21
10.3 Direct Claims		22
10.4 Limitations		22
10.5 Tax Related Adjustments		23
ARTICLE XI MISCELLANEOUS		23
11.1 Expenses		23
11.2 Notices		23
11.3 Severability		24
11.4 Governing Law; Waiver of Jury Trial		24
11.5 Arbitration Provision		24
11.6 Parties in Interest		25
11.7 Assignment of Agreement		25
11.8 Captions		25
11.9 Counterparts		25
11.10 Director and Officer Liability		26
11.11 Integration		26
11.12 Effect of Agreement		26
11.13 Amendment; Waiver		26

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TABLE OF CONTENTS
(continued)

	Page
11.14 Survival of Representations and Warranties		26
ARTICLE XII GUARANTEE		26
12.1 Payment and Performance Guaranty		26
12.2 Guaranty Absolute		26
12.3 Waiver		27
12.4 Subrogation Waiver		27
12.5 Reinstatement		27
12.6 Continuing Guaranty		28
12.7 No Duty to Pursue Others		28
ARTICLE XIII INTERPRETATION		28
13.1 Interpretation		28
13.2 References, Gender, Number		29

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Exhibits:

Exhibit A	-	Cheyenne Throughput Agreement
Exhibit B	-	El Dorado Throughput Agreement
Exhibit C	-	El Dorado Note
Exhibit D	-	Cheyenne Note
Exhibit E	-	El Dorado Assignment
Exhibit F	-	Cheyenne Assignment
Exhibit G	-	Cheyenne Site Services Agreement
Exhibit H	-	El Dorado Site Services Agreement
Exhibit I	-	Cheyenne Lease and Access Agreement
Exhibit J	-	El Dorado Lease and Access Agreement
Exhibit K	-	Restated Omnibus Agreement
Exhibit L	-	Subordinate Mortgages/Subordinate Security Agreement

Schedules:

Schedule 1.1(a)		Cheyenne Assets
Schedule 1.1(b)		El Dorado Assets
Schedule 4.3(a)	-	Company Foreign Qualifications
Schedule 4.12	-	Title to Assets
Schedule 4.13		Permits
Schedule 4.14	-	Banking Relationships

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LLC INTEREST PURCHASE AGREEMENT

     THIS LLC INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of November 9, 2011 to be effective as of the Effective Time (as defined below), is made and entered into by and among HollyFrontier Corporation, a Delaware corporation (“HollyFrontier”), Frontier Refining LLC, a Delaware limited liability company (“Frontier Cheyenne”), Frontier El Dorado Refining LLC, a Delaware limited liability company (“Frontier El Dorado” and collectively with Frontier Cheyenne, “Sellers”, and each a “Seller”), Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Buyer”), and Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

     WHEREAS, Frontier Cheyenne is the sole member of Cheyenne Logistics LLC, a Delaware limited liability company (“Cheyenne Logistics”), and Frontier El Dorado is the sole member of El Dorado Logistics LLC, a Delaware limited liability company (“El Dorado Logistics,” each a “Company” and collectively, the “Companies”);

     WHEREAS, the Cheyenne Logistics is the owner of the Cheyenne Assets (as defined below);

     WHEREAS, the El Dorado is the owner of the El Dorado Assets (as defined below);

     WHEREAS, Buyer, which is wholly owned by the Partnership, wishes to purchase from Sellers, and Sellers wish to sell to Buyer, all of the issued and outstanding limited liability company interests of (i) Cheyenne Logistics (the “Cheyenne LLC Interests”) and (ii) El Dorado Logistics (the “El Dorado LLC Interests” and collectively with the Cheyenne LLC Interests, the “LLC Interests”) and thereby acquire the Cheyenne Assets and the El Dorado Assets (collectively, the “Assets”) in exchange for the consideration set forth herein;

     WHEREAS, in connection with the acquisition of the LLC Interests, the Parties wish to (i) amend certain provisions of the Omnibus Agreement (as defined below), and (ii) to enter into (A) a throughput agreement regarding the Cheyenne Assets in the form attached hereto as Exhibit A (the “Cheyenne Throughput Agreement”) and (B) a throughput agreement regarding the El Dorado Assets in the form attached hereto as Exhibit B (the “El Dorado Throughput Agreement” and collectively with the Cheyenne Throughput Agreement, the “Throughput Agreements”).

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein and in the Omnibus Agreement (as well as the execution and delivery of the Throughput Agreements by the Affiliates of Sellers), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINED TERMS

     1.1 Defined Terms. Unless the context expressly requires otherwise, the respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective

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meanings herein specified, with each such definition to be equally applicable both to the singular and the plural forms of the term so defined.

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

     “Affiliate” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, no HollyFrontier Entity will be considered an Affiliate of an HEP Entity, and no HEP Entity will be considered an Affiliate of a HollyFrontier Entity.

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

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

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

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

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

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

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

     “Buyer Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by Buyer, or the Partnership, or their Affiliates, at the Closing pursuant

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to Section 3.3 hereof and each other document or Contract entered into by Buyer, or the Partnership, or their Affiliates, in connection with this Agreement or the Closing.

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

     “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 Companies.

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

     “Cheyenne Assets” means those assets designated as Cheyenne Assets on Schedule 1.1(a), provided, however, that such term shall include Tank 108 following conveyance of such tank as provided by Section 9.2.

     “Cheyenne Assignment” shall have the meaning set forth in Section 3.2(b).

     “Cheyenne LLC Interests” shall have the meaning set forth in the preamble.

     “Cheyenne Logistics” shall have the meaning set forth in the preamble.

     “Cheyenne Note” shall have the meaning set forth in Section 2.2(a)(ii).

     “Cheyenne Refinery” has the meaning given to the term “Refinery” in the Cheyenne Throughput Agreement.

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

     “Cheyenne Units” shall have the meaning set forth in Section 2.2(a)(iv).

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

     “Claimant” shall have the meaning set forth in Section 10.5.

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

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

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

     “Company” and “Companies” shall have the meanings set forth in the preamble.

     “Consent Decree” shall have the meaning set forth in Section 8.4.

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

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

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

     “El Dorado Assets” means those assets designated as El Dorado Assets on Schedule 1.1(b) provided, however, that such term shall include Tanks 640 and 641 following conveyance of such tanks as provided in Section 9.2.

     “El Dorado Assignment” shall have the meaning set forth in Section 3.2(a).

     “El Dorado LLC Interests” shall have the meaning set forth in the preamble.

     “El Dorado Logistics” shall have the meaning set forth in the preamble.

     “El Dorado Note” shall have the meaning set forth in Section 2.2(a)(i).

     “El Dorado Refinery” has the meaning given to the term “Refinery” in the El Dorado Throughput Agreement.

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

     “El Dorado Units” shall have the meaning set forth in Section 2.2(a)(iii).

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

     “Frontier Cheyenne” shall have the meaning set forth in the preamble.

     “Frontier El Dorado” shall have the meaning set forth in the preamble.

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

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

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

     “HollyFrontier Entities” means HollyFrontier 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 10.2.

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

     “knowledge” and any variations thereof or words to the same effect shall mean (i) with respect to HollyFrontier, actual knowledge after reasonable inquiry of the following persons: David L. Lamp, James M. Stump and George J. Damiris; (ii) with respect to Sellers, actual knowledge after reasonable inquiry of the following persons: David L. Lamp, James M. Stump and George J. Damiris; and (iii) with respect to Buyer or the Partnership, actual knowledge after reasonable inquiry of the following persons: Matthew P. Clifton and Mark T. Cunningham.

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

     “LLC Interests” shall have the meaning set forth in the preamble.

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

     “Omnibus Agreement” means that certain Fifth Amended and Restated Omnibus Agreement entered into and effective as of August 31, 2011, by and among HollyFrontier, Holly Logistic Services, L.L.C., a Delaware limited liability company, the Partnership, the Operating Partnership, HEP Logistics GP, L.L.C., a Delaware limited liability company and HEP Logistics

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Holdings, L.P., a Delaware limited partnership, and the other HollyFrontier Affiliates and Partnership Affiliates signatory thereto, and as amended and restated as of the Closing Date.

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

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

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

     “Payment Obligations” shall have the meanings set forth in Section 12.1.

     “Permits” means all material permits, licenses, variances, exemptions, Orders, franchises and approvals of all Governmental Entities necessary for the lawful ownership and operation of each Company’s business, including the Assets.

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

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

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

     “Refineries” means the Cheyenne Refinery and the El Dorado Refinery.

     “Respondent” shall have the meaning set forth in Section 10.5.

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

     “Securities Act” shall have the meaning set forth in Section 4.15.

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

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

     “Seller Indemnified Costs” means (a) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable

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attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of 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, and (b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all indirect, consequential, punitive or exemplary damages (other than those that are a result of (x) a third-party claim for such indirect, consequential, punitive or exemplary damages or (y) the gross negligence or willful misconduct of Buyer or the Partnership).

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

     “third-party action” has the meaning set forth in Section 10.2.

     “Throughput Agreement” shall have the meaning set forth in the recitals.

     “Under Construction Tanks” has the meaning set forth in Section 9.2.

     “Unit Consideration” has the meaning set forth in Section 2.2(a)(iv).

ARTICLE II
PURCHASE OF LLC INTERESTS

     2.1 Transfer of LLC Interests. Subject to all of the terms and conditions of this Agreement, (a) Frontier Cheyenne hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Frontier Cheyenne, the Cheyenne LLC Interests, free and clear of all Encumbrances, and (b) Frontier El Dorado hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Frontier El Dorado, the El Dorado LLC Interests, free and clear of all Encumbrances.

     2.2 Consideration.

          (a) The aggregate consideration to be paid by Buyer for the LLC Interests shall be $340,000,000 (the “Purchase Price”), to be paid as follows:

     (i) $100,000,000 senior unsecured promissory note payable to Frontier El Dorado (or an Affiliate of HollyFrontier designated by Frontier El Dorado) in the form attached hereto as Exhibit C (the “El Dorado Note”);

     (ii) $50,000,000 senior unsecured promissory note payable to Frontier Cheyenne (or an Affiliate of HollyFrontier designated by Frontier Cheyenne) in the form attached hereto as Exhibit D (the “Cheyenne Note”);

     (iii) 2,605,210 Common Units of the Partnership issued to Frontier El Dorado (or an Affiliate of HollyFrontier designated by Frontier El Dorado) (the “El Dorado Units”); and

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     (iv) 1,202,405 Common Units of the Partnership issued to Frontier Cheyenne (or an Affiliate of HollyFrontier designated by Frontier Cheyenne) (the “Cheyenne Units” and collectively with the El Dorado Units, the “Unit Consideration”).

          (b) The El Dorado Note shall be delivered by the Buyer to Frontier El Dorado (or such designee) at the Closing, and the Cheyenne Note shall be delivered by the Buyer to Frontier Cheyenne (or such designee) at the Closing.

          (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Sellers or their designees (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Sellers.

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 November 1, 2011 (the “Effective Time”); provided, however, that the issuance of the Unit Consideration shall be effective at the time such Common Units are actually issued on the Closing Date and such Common Units shall not be considered outstanding until such issuance.

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

          (a) A counterpart to the assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado.

          (b) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne.

          (c) The original minute books, company books and membership registers for the Companies.

          (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier.

          (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier.

          (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne.

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          (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado.

          (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne.

          (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado.

          (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities).

          (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.

          (l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).

          (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each 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 Sellers the following:

          (a) The El Dorado Note and the Cheyenne Note as provided in Section 2.2(a).

          (b) The Instruction Letter as provided in Section 2.2(c).

          (c) Evidence in form and substance reasonably satisfactory to Sellers that the Unit Consideration has been approved for listing by the New York Stock Exchange subject to official notice of issuance.

          (d) A counterpart to each of the El Dorado Assignment and the Cheyenne Assignment, duly executed by Buyer.

          (e) A counterpart of each Throughput Agreement, duly executed by Buyer and the Partnership.

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          (f) A counterpart of the Cheyenne Site Services Agreement, duly executed by Cheyenne Logistics.

          (g) A counterpart of the El Dorado Site Services Agreement, duly executed by El Dorado Logistics.

          (h) A counterpart of the Cheyenne Lease and Access Agreement, duly executed by Cheyenne Logistics.

          (i) A counterpart of the El Dorado Lease and Access Agreement, duly executed by El Dorado Logistics.

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

          (k) Simultaneous with the delivery of senior mortgages by Buyer as required under its credit facility (but in no event later than 30 days following the Closing Date), Buyer shall execute and deliver to Sellers the subordinate mortgages, subordinated security agreement and deeds of trust substantially in the form of Exhibit L attached hereto, or in such alternative form that would provide security in favor of HollyFrontier and/or its Affiliates in the event of a breach of the obligations of Buyer under the Throughput Agreements, such alternative form to be reasonably acceptable to the applicable parties to such agreements.

     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 Interests and all costs and expenses (including recording fees and real estate transfer taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Company’s assets.

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

          (c) Prorations. On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 60 calendar days thereafter, the real, if any, and personal property taxes, water, gas, electricity and other utilities with respect to the Assets and the real estate interests and rights associated with the Assets and local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Assets or the Companies shall be prorated between Buyer, on the one hand, and Sellers, on the other hand, effective as of the Effective Time with Sellers 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.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Sellers hereby jointly and severally represent and warrant to Buyer that as of the date of this Agreement:

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

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

     4.3 Company Status.

          (a) Each 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. Seller Disclosure Schedule 4.3(a) lists all jurisdictions in which each Company is qualified to do business.

          (b) Neither Company directly or indirectly, owns any interest in any corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity, foreign or domestic.

          (c) Cheyenne Logistics was formed for the purpose of acquiring the Cheyenne Assets (which acquisition occurred effective October 25, 2011), has no assets except for the Cheyenne Assets, and has not conducted any business other than the operation of the Cheyenne Assets beginning effective October 25, 2011. El Dorado Logistics was formed for the purpose of acquiring the El Dorado Assets (which acquisition occurred effective October 25, 2011), has no assets except for the El Dorado Assets, and has not conducted any business other than the operation of the El Dorado Assets beginning effective October 25, 2011.

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          (d) Sellers have made available to Buyer a copy of the certificate of formation and limited liability company agreement of each Company, each 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. Neither Company is 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 each 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 such Seller. No Consent of any Governmental Entity or any other person is required for either Seller in connection with the execution, delivery and performance of this Agreement and the Seller Ancillary Documents to which each Seller is a party or the consummation of the transactions contemplated hereby or thereby.

          (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 either 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 either Company. No Consent of any Governmental Entity or any other person is required for either 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. There is no Action pending or, to the knowledge of Sellers, threatened against (i) either Company or the Assets or (ii) Sellers or any of their 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 Sellers to perform their obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby.

     4.6 Title to LLC Interests; Capitalization.

          (a) Frontier Cheyenne is the record owner of and has good and valid title to the Cheyenne LLC Interests, free and clear of all Encumbrances, and sole and unrestricted voting power and power of disposition with respect to all of the Cheyenne LLC Interests. Frontier El Dorado is the record owner of and has good and valid title to the El Dorado LLC Interests, free and clear of all Encumbrances, and sole and unrestricted voting power and power of disposition with respect to all of the El Dorado LLC Interests. Except for any claims arising under this Agreement and any other agreement entered into by Sellers in connection with this Agreement, Sellers and their Affiliates have no claims of any kind against either Company, or any of their officers, managers, directors or employees. The LLC Interests have been duly authorized and validly issued in accordance with applicable Laws and the limited liability company agreement of the applicable Company and are fully paid (to the extent required by the limited liability

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

          (c) Upon payment of the Purchase Price, Buyer will have the entire record and beneficial ownership of the LLC Interests, free and clear of all Encumbrances.

     4.7 No Undisclosed Liabilities. Neither Company has any indebtedness or liability (whether absolute, accrued, contingent or otherwise) of any nature.

     4.8 No Employees. Neither Company now has nor have they ever had any employees.

     4.9 Taxes. Each Company has filed, on or before the applicable due date (including any extensions thereof), all material tax returns that it was required to file, and all such tax returns were accurate, correct, and complete in all material respects. All taxes due and owing by each Company have been paid in full or are being properly contested. Each Company is, and at all time since its formation has been, disregarded as an entity separate from Sellers 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.

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

     4.11 Condition of Assets. To Sellers’ knowledge, the Assets are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), are suitable for the purposes for which they are currently used and are not in need of material maintenance or repairs except for ordinary routine maintenance and repairs.

     4.12 Title to Assets. Except as disclosed in Seller Disclosure Schedule 4.12, each Company owns, leases or has the legal right to use all the properties and assets used by the Company in the operation of its business, in each case subject to no Encumbrances, except Permitted Encumbrances. All of Cheyenne Logistics’ assets consist of the Cheyenne Assets, and all of El Dorado’s assets consist of the El Dorado Assets. Except as disclosed in Seller Disclosure Schedule 4.12, Cheyenne Logistics owns the Cheyenne Assets free and clear of all Encumbrances other than Permitted Encumbrances, and El Dorado owns the El Dorado Assets free and clear of all Encumbrances other than Permitted Encumbrances.

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     4.13 Permits. Except as set forth in Seller Disclosure Schedule 4.13, each Company owns or holds all franchises, licenses, permits, consents, approvals and authorizations of any Governmental Entity necessary for the ownership and operation of the Assets (collectively, the “Permits”). Each Permit is in full force and effect, and each Company is in compliance with all of its obligations with respect thereto. To the knowledge of Sellers, no event has occurred that causes, or upon the giving of notice or the lapse of time or otherwise would cause, revocation or termination of any Permit. All Permits shall be, subject to Permitted Encumbrances, owned or held by the applicable Company at Closing.

     4.14 Banking Relationships. Seller Disclosure Schedule 4.14 sets forth a complete and accurate list of all accounts, including checking accounts, cash contribution accounts, safe deposit boxes, borrowing arrangements and certificates of deposit that each Company has with any banks, savings and loan associations or other financial institutions, indicating in each case account numbers, if applicable, and the person or persons authorized to act or sign on behalf of each Company in respect of the foregoing. No person holds any power of attorney or similar authority from either Company with respect to such accounts.

     4.15 Representations Relating to the Unit Consideration. Each applicable Seller is acquiring its portion of the Unit Consideration for its own account for investment, and not with a view to any distribution or resale thereof in violation of the Securities Act of 1933, as amended, or any other applicable domestic or foreign securities Law. Sellers understand that the Unit Consideration has not been registered under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Sellers’ representations as expressed herein. Sellers understand that the securities represented by the Unit Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Sellers must hold such securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

     4.16 Legends. Sellers understand that the certificates or other instruments representing the Unit Consideration shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP DATED AS OF JULY 13, 2004, AS AMENDED, A COPY

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OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.

     4.17 WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, 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 ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE PIPELINE AND RELATED RIGHTS-OF-WAY, (II) THE INCOME TO BE DERIVED FROM THE ASSETS, (III) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE ASSETS OR ITS OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE LLC INTERESTS, THE COMPANIES OR THE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANIES AND THEIR ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANIES AND THEIR ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS 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 LLC INTERESTS, THE COMPANIES OR THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYER

     Buyer hereby represents and warrants to HollyFrontier and Sellers that as of the date of this Agreement:

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

     5.2 Authorization. Buyer has full partnership 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 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 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 any applicable Law or material contract binding upon Buyer. No Consent of any Governmental Entity or any other person is required for Buyer in connection with the execution, delivery and performance of this Agreement and the other Buyer Ancillary Documents to which Buyer is a party or the consummation of the transactions contemplated hereby and thereby.

     5.4 Absence of Litigation. There is no Action pending or, to the knowledge of Buyer, threatened against Buyer or any of its Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of 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 Sellers any fee or commission in connection with the transactions contemplated by this Agreement.

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ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF HOLLYFRONTIER

     HollyFrontier hereby represents and warrants to Buyer, the Partnership and Sellers that as of the date of this Agreement:

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

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

     6.3 No Conflicts or Violations; No Consents or Approvals Required. The execution, delivery and performance by HollyFrontier of this Agreement and the 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 HollyFrontier’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 HollyFrontier. No Consent of any Governmental Entity or any other person is required for HollyFrontier in connection with the execution, delivery and performance of this Agreement and the other Ancillary Documents to which HollyFrontier is a party or the consummation of the transactions contemplated hereby and thereby.

     6.4 Absence of Litigation. There is no Action pending or, to the knowledge of HollyFrontier, threatened against HollyFrontier 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 HollyFrontier to perform its obligations and agreements under this Agreement or the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.

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

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ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

     The Partnership hereby represents and warrants to Buyer, HollyFrontier and Sellers that as of the date of this Agreement:

     7.1 Organization. The Partnership is an entity duly organized, validly existing and in good standing under the Laws of Delaware.

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

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

     7.4 Absence of Litigation. There is no Action pending or, to the knowledge of the Partnership, threatened against the Partnership 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 the Partnership to perform its obligations and agreements under this Agreement or the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.

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

     7.6 Validity of Aggregate Units. The common units comprising the Unit Consideration and the limited partner interests represented thereby have been duly and validly

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authorized by the Partnership’s organizational documents and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Partnership’s organizational documents) and nonassessable (except as such nonassessability may be affected by Section 17 607 of the Delaware Revised Uniform Limited Partnership Act).

ARTICLE VIII
COVENANTS

     8.1 Cooperation. Sellers shall cooperate with Buyer and assist Buyer in identifying all licenses, authorizations, permissions or Permits necessary for the Companies’ operations from and after the Closing Date and, where permissible, transfer existing Permits to Buyer, or, where not permissible, assist Buyer in obtaining new Permits at no cost, fee or liability to Sellers.

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

     8.3 Employees. Consistent with past practice between the HollyFrontier Entities and HEP Entities in similar transactions, at the Closing, employees of HollyFrontier at each Refinery whose responsibilities relate primarily to the El Dorado Assets or Cheyenne Assets, as applicable, will report to management of the applicable HEP Entity and will, solely for such purpose and for the purpose of allocating responsibility and liability for the actions of such employees, be considered personnel of the applicable HEP Entity, though for all other purposes, such persons shall remain employees of the applicable HollyFrontier Entity and shall be subject to all collective bargaining agreements regarding such employees to which the applicable HollyFrontier entity is a party. The Parties acknowledge that the payroll and benefits for such employees shall be processed and paid by the appropriate HollyFrontier Entity, and the cost of such payroll and benefits shall be reimbursed by the appropriate HEP Entity in accordance with the provisions of the Omnibus Agreement.

     8.4 Consent Decree.

          (a) The El Dorado Refinery is subject to a Clean Air Act consent decree (the “El Dorado Consent Decree”) entered by the U.S. District Court in Kansas. The Parties agree that following the Closing, El Dorado Logistics will assume responsibility for complying with the terms and conditions of the El Dorado Consent Decree that apply to the El Dorado Assets. The Parties also agree to execute and submit to the U.S. District Court in Kansas, a modification of the El Dorado Consent Decree that makes binding upon El Dorado Logistics all of the terms and conditions of the El Dorado Consent Decree that are applicable to the El Dorado Assets and that releases Frontier El Dorado from the post-transfer obligations and liabilities of the El Dorado Consent Decree applicable to the El Dorado Assets.

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          (b) The Cheyenne Refinery is subject to a Clean Air Act consent decree (the “Cheyenne Consent Decree”) entered by the U.S. District Court in Wyoming. The Parties agree that following the Closing, Cheyenne Logistics will assume responsibility for complying with the terms and conditions of the Cheyenne Consent Decree that apply to the Cheyenne Assets. The Parties also agree to execute and submit to the U.S. District Court in Wyoming, a modification of the Cheyenne Consent Decree that makes binding upon Cheyenne Logistics all of the terms and conditions of the Cheyenne Consent Decree that are applicable to the Cheyenne Assets and that releases Frontier Cheyenne from the post-transfer obligations and liabilities of the Cheyenne Consent Decree applicable to the Cheyenne Assets.

ARTICLE IX
ADDITIONAL AGREEMENTS

     9.1 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.

     9.2 Tanks Under Construction. Tank 108 at the Cheyenne Refinery and Tanks 640 and 641 at the El Dorado Refinery (the “Under Construction Tanks”) are under construction and, as of the date of this Agreement, such construction is incomplete. The Under Construction Tanks are owned by a Seller and have not been transferred to either Cheyenne Logistics or El Dorado Logistics prior to or contemporaneously with the Closing. Following the Closing, each Seller agrees that it shall complete the construction of the Under Construction Tanks that are located at the Refinery it owns in an expeditious and diligent manner and at the applicable Seller’s sole cost and expense. Upon completion of the construction of each Under Construction Tank, the Seller that owns such tank shall convey title to it to either Cheyenne Logistics (for Tank 108) or El Dorado Logistics (for Tanks 640 and 641). Prior to the conveyance of a tank as described in the prior sentence, risk of loss for the Under Construction Tanks shall remain with the Seller that owns such tank, and any loss, destruction or damage to the tank shall not relieve such Seller of the obligation to diligently construct and convey such tank as described herein. Notwithstanding the foregoing, no Seller shall be entitled to any consideration for conveyance of the Under Construction Tanks other than the consideration received under Section 2.2 of this Agreement, and conveyance of the Under Construction Tanks shall not affect Sellers’ obligations under the Throughput Agreements. Following the conveyance of the Under Construction Tanks, the term “Cheyenne Assets” shall be deemed to include Tank 108 and the term “El Dorado Assets” shall be deemed to include Tanks 640 and 641, for all purposes, including (i) breaches of representations and warranties hereunder and any indemnification to which a Buyer is entitled as a result thereof, and (ii) any Ancillary Documents containing provisions or defined terms that refer to or derive their meaning from the definition of “Assets,” “Cheyenne Assets” or “El Dorado Assets” under this Agreement.

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ARTICLE X
INDEMNIFICATION

     10.1 Indemnification of Buyer and Sellers. From and after the Closing and subject to the provisions of this Article X, (i) each Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) Buyer and the Partnership agree to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Seller Indemnified Costs; provided, however, that the Buyer Indemnified Parties may only seek indemnification under this Article X (x) with respect to Claims related to Cheyenne Logistics or the Cheyenne Assets, from Frontier Cheyenne (and HollyFrontier pursuant to Article XII), and (y) with respect to Claims related to El Dorado Logistics or the El Dorado Assets, from Frontier El Dorado (and HollyFrontier pursuant to Article XII).

     10.2 Defense of Third-Party Claims. An Indemnified Party shall give prompt written notice to Sellers or Buyer, as applicable (the “Indemnifying Party”), of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article X 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 any the Indemnifying Party in connection with the defense of such third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel);

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

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

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

The parties hereto shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article X 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.

     10.3 Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 10.2 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 10.4(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.

     10.4 Limitations. The following provisions of this Section 10.4 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 X unless a written claim for indemnification in accordance with Section 10.2 or Section 10.3 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), 4.6 (Title to LLC Interests; Capitalization), 4.9 (Taxes), 4.17 (Waivers and Disclaimers), 5.1 (Organization), 5.2 (Authorization), 6.1 (Organization), 6.2 (Authorization), 7.1 (Organization), 7.2 (Authorization) and 7.6 (Validity of Aggregate Units) if a written claim for indemnification in accordance with Section 10.2 or Section 10.3 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 Sellers’ 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 X. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Omnibus Agreement.

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

ARTICLE XI
MISCELLANEOUS

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

     11.2 Notices.

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

Notices to HollyFrontier:

HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: President
Email address: president@hollyfrontier.com

Notices to Sellers:

Frontier Refining LLC
2828 N. Harwood, Suite 1300
Dallas, Texas 75201-6927
Attention: President
Email address: president@hollyfrontier.com

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

Frontier El Dorado Refining LLC
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Email address: generalcounsel@hollyfrontier.com

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Notices to Buyer:

Holly Energy Partners — Operating, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: President
Email address: president@hollyenergy.com

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

Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Email address: generalcounsel@hollyenergy.com

               (b) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 11.2.

     11.3 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.

     11.4 Governing Law; 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 HERETO 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.

     11.5 Arbitration Provision. Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 11.5 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 11.5 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant

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elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of Sellers, Buyer or any of their Affiliates and (ii) have not less than seven (7) years experience in the petroleum transportation industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Sellers, Buyer and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between Sellers, Buyer or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

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

     11.7 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 HollyFrontier, the Partnership Buyer or Sellers, as the case may be, as to any matters arising under this Agreement, the Ancillary Documents or the Omnibus Agreement (other than for delivery of notices required by any such collateral assignment). Except as otherwise provided in this Section 11.7, 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 hereto.

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

     11.9 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.

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

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

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

     11.13 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.

     11.14 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), 4.6 (Title to LLC Interests; Capitalization), 4.9 (Taxes), 4.17 (Waivers and Disclaimers), 5.1 (Organization), 5.2 (Authorization), 6.1 (Organization), 6.2 (Authorization) 7.1 (Organization), 7.2 (Authorization) and 7.6 (Validity of Aggregate Units) 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 10.4(a) shall survive with respect to such claim until such claim is finally paid or adjudicated.

ARTICLE XII
GUARANTEE

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

     12.2 Guaranty Absolute. HollyFrontier hereby guarantees that the Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of HollyFrontier under this Agreement constitute a present and continuing guaranty of payment,

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and not of collection or collectability. The liability of HollyFrontier 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 and the Partnership;

          (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 and the Partnership 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, HollyFrontier, 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 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 Payment Obligations or otherwise.

     12.3 Waiver. HollyFrontier 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.

     12.4 Subrogation Waiver. HollyFrontier 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 HollyFrontier under this Article XII until all Payment Obligations have been indefeasibly paid, 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 the Indemnifying Party until all Payment Obligations have been indefeasibly paid.

     12.5 Reinstatement. The obligations of HollyFrontier under this Article XII 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,

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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.

     12.6 Continuing Guaranty. This Article XII 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 HollyFrontier, its successors and assigns and (iii) inure to the benefit of and be enforceable by Buyer and its successors, transferees and assigns.

     12.7 No Duty to Pursue Others. It shall not be necessary for Buyer (and HollyFrontier hereby waives any rights which HollyFrontier may have to require Buyer), in order to enforce such payment by HollyFrontier, 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 XII, (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.

ARTICLE XIII
INTERPRETATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[The Remainder of this Page is Intentionally Left Blank]

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

HOLLYFRONTIER: HOLLYFRONTIER CORPORATION
By:	/s/ Douglas S. Aron
Name:		Douglas S. Aron
Title:		Executive Vice President and Chief Financial Officer
SELLERS: FRONTIER REFINING LLC
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations
FRONTIER EL DORADO REFINING LLC
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations
BUYER: HOLLY ENERGY PARTNERS — OPERATING, L.P. By:        HEP Logistics GP, L.L.C.               Its General Partner

By:	/s/ Mark T. Cunningham
Name:		Mark T. Cunningham
Title:		Vice President, Operations

[Signature Page to LLC Interest Purchase Agreement]

PARTNERSHIP:

HOLLY ENERGY PARTNERS, L.P.

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

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

By:	/s/ Mark T. Cunningham
Name:		Mark T. Cunningham
Title:		Vice President, Operations

[Signature Page to LLC Interest Purchase Agreement]

EXHIBIT A

Form of Cheyenne Throughput Agreement

EXHIBIT B

Form of El Dorado Throughput Agreement

EXHIBIT C

Form of El Dorado Note

SENIOR UNSECURED NOTE

US $100,000,000.00 Effective November 1, 2011

     FOR VALUE RECEIVED, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Maker”), promises to pay to the order of Frontier El Dorado Refining LLC, a Delaware limited liability company (“Payee”), at the address for Payee set forth in Section 9 of this Senior Unsecured Note (this “Note”) or at such address as the holder of this Note may designate from time to time in writing to Maker, the principal amount of ONE HUNDRED MILLION DOLLARS AND 00/100 UNITED STATES DOLLARS (US$100,000,000.00) or the principal balance outstanding under this Note, together with accrued and unpaid interest thereon, at the rate or rates set forth below.

     1. Definitions. As used in this Note, in addition to the terms defined in the first paragraph hereof and in the Purchasing Agreement (as defined below), the following terms shall have the following meanings:

          (a) “Applicable Rate” shall mean three and one half percent (3.50%); provided to the extent any such amount is still due and outstanding under this Note, such rate shall increase by one quarter of one percent (0.25%) on November 1, 2013 and on each February 1, May 1, August 1 and November 1 thereafter until payment in full of this Note in accordance with Section 4(a).

          (b) “Business Day” shall mean any day of the year on which national banks in Dallas, Texas are open to the public for conducting all regular business and are not required or authorized to close.

          (c) “Event of Default” shall mean the occurrence of any of the following events: (i) the failure by Maker to pay any interest (other than deferred interest in accordance with the provisions of Section 4(b)) within five (5) days after the same becomes due and payable or to observe or perform any covenant or agreement contained herein; or (ii) the commencement of any proceeding by or against Maker under any reorganization, bankruptcy, moratorium, receivership, insolvency, rearrangement, readjustment of debt, conservatorship, liquidation or similar debtor relief law or statute of any jurisdiction, now or in the future in effect.

          (d) “LIBO Rate” shall mean for any day, an interest rate per annum equal to the LIBO Rate for a one month interest period on the last Business Day of each month as reported by Bloomberg L.P. in its index of rates (or any successor to or substitute for such index, providing rate quotations comparable to those currently provided on such page of such index, as reasonably determined by Payee) at 11:00 a.m. (London, England time) on such day, without any rounding; provided that such LIBO Rate shall be in effect for the subsequent calendar month.

          (e) “Maker’s Credit Facility” shall mean that certain Credit Agreement dated of as February 14, 2011 by and among Maker as Borrower, the banks and financial institutions party thereto as lenders (the “Lenders”), and Wells Fargo Bank, N.A., in its capacity as administrative agent to the Lenders as in effect on the date hereof.

     2. Loan. This Note evidences the loan made by Payee to Maker on the date hereof in the aggregate principal amount of One Hundred Million and 00/100 United States Dollars (US$100,000,000.00) representing the unsecured, seller-financed portion of the purchase price paid by Maker pursuant to that certain LLC Interest Purchase Agreement, dated effective as of November 1, 2011 (the “Purchase Agreement”), by and among HollyFrontier Corporation, Payee and Frontier Refining LLC, as sellers, and Maker and Holly Energy Partners, L.P., as buyers.

     3. Interest. Interest on the principal balance hereof shall accrue at the LIBO Rate plus the Applicable Rate. Interest shall be calculated hereunder on the basis of a 360-day year of twelve 30-day months and shall accrue from the most recent date to which interest has been paid, or if no interest has been paid, from the effective date of this Note to (but excluding) the date of payment. If any interest is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this Note.

     4. Payments.

          (a) The principal amount of this Note, plus all accrued and unpaid interest shall be due and payable in full on November 1, 2016 (the “Maturity Date”). Principal amounts repaid under this Note may not be reborrowed.

          (b) Subject to Section 5 of this Note and whether Maker will be permitted to make such payments pursuant to the Maker’s Credit Facility, the interest accrued on the outstanding principal balance of this Note shall be due and payable semi-annually on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, until the outstanding principal amount hereof shall be paid in full at maturity, with the first such payment due on May 1, 2012; provided that, with respect to interest payments pursuant to this Section 4(b), all or some portion of each such payment shall be deferred (but not past the Maturity Date) if Maker reasonably determines that Maker is not permitted to make such payment pursuant to the terms of the Maker’s Credit Facility. The deferral of interest payments in accordance with the preceding sentence shall not constitute a default or Event of Default hereunder and any such deferred interest shall be added to the principal balance outstanding of this Note as of the original due date of such interest payment. Notwithstanding anything contained herein to the contrary, the total unpaid principal and accrued but unpaid interest shall become due and payable in full at the request of Payee upon an Event of Default.

          (c) All payments on this Note will be made in lawful tender of the United States of America, in immediately available funds to the Payee at the address set forth in Section 9 hereof, or to such account or other address as may be hereafter designated by Payee by notice to Maker.

          (d) If the payment of principal or interest to be made on this Note shall become due on a day other than a Business Day, such payment may be made on the next succeeding Business Day.

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     5. Prepayment Option. If permitted pursuant to the Maker’s Credit Facility, Maker shall have the right to prepay this Note in whole or in part at any time prior to the Maturity Date without penalty or premium. Any prepayments shall be applied first to accrued but unpaid interest, if any, and then to principal.

     6. Event of Default. Upon the occurrence of an Event of Default, (a) at the request of Payee, the outstanding principal hereunder and all accrued interest thereon shall upon notice or demand to Maker become immediately due and payable and Payee may proceed to protect its rights by suit in equity, action at law and/or other appropriate proceedings (whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power or right granted by this Note to enforce any other legal or equitable right of Payee), and (b) any unpaid principal and accrued and unpaid interest outstanding upon the occurrence of an Event of Default shall accrue interest from and after the occurrence of the Event of Default through (but excluding) the date of payment at a rate equal to one percent (1.00%) plus the then current interest rate calculated pursuant to Section 3 hereof.

     7. Certain Waivers. The parties hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor or nonpayment, protest, notice of protest and any other formality. No delay or omission on the part of Payee in exercising any rights hereunder or course of dealing between Maker and Payee shall operate as a waiver of such rights or any other rights of Payee, nor shall any delay, omission or waiver on one occasion be deemed a bar to or waiver of the same or any other right on future occasions.

     8. Expenses. Maker hereby agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Payee in connection with the collection and/or enforcement of this Note.

     9. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or one Business Day after having been dispatched by an internationally recognized overnight courier service to the appropriate person at the address specified below:

If to Payee:	Frontier El Dorado Refining LLC
	2828 North Harwood, Ste 1300
	Dallas, Texas 75201
	Attn: Steve Wise
	Email: steve.wise@hollyfrontier.com
with a copy to:
	Frontier El Dorado Refining LLC
	2828 N. Harwood, Suite 1300
	Dallas, Texas 75201
	Attention: General Counsel
	Email address: generalcounsel@hollyfrontier.com

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If to Maker:	Holly Energy Partners — Operating, L.P.
	2828 N. Harwood, Suite 1300
	Dallas, Texas 75201
	Attention: President
	Email address: president@hollyenergy.com
with a copy to:
	Holly Energy Partners — Operating, L.P.
	2828 N. Harwood, Suite 1300
	Dallas, Texas 75201
	Attention: General Counsel
	Email address: generalcounsel@hollyenergy.com

or to such other address or addresses as any such person may from time to time designate as to itself by like notice to the other party.

     10. Governing Law. This Note is being executed and delivered and is intended to be performed in the State of Texas, and the laws of such state shall govern construction, validity, enforcement and interpretation thereof.

     11. Arbitration Provision; Waiver of Jury Trial. The terms of Section 11.5 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis, and Maker hereby agrees to such terms. MAKER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     12. Off Set. Maker is hereby authorized to offset and apply any amount to which Maker is entitled pursuant to the Purchase Agreement, the Throughput Agreement (as defined in the Purchase Agreement) and the other Ancillary Documents against amounts owing under this Note, regardless of whether then due; provided that, if any dispute exists with respect to any such amount, then until the resolution of such dispute in accordance with the terms of the Purchase Agreement, the portion of the principal amount of this Note equal to the amount in dispute and claimed by Maker shall not be paid (and no default or Event of Default shall be deemed to have occurred hereunder) and interest shall accrue thereon to the extent not paid when otherwise due (except that interest which accrued pursuant to the immediately preceding provision on any amount that Maker is ultimately determined to have the right to offset shall not be payable by Maker).

     13. Amendment; Severability. Any amendment hereto or waiver of any provision hereof may be made only with the written consent of Payee and Maker. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby.

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     14. Headings; Internal References. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof.

     15. Assignment. This Note is not assignable by Maker without the prior written consent of Payee. The rights and obligations of Maker and Payee shall be binding upon and benefit the successors, permitted assigns, heirs, and administrators of the parties hereto.

     16. Compliance with Laws. Regardless of any provision contained in this Note, Payee shall never be entitled to receive, collect or apply, as interest on any amount owing hereunder, any amount in excess of the maximum rate of interest Payee is entitled to receive under applicable law.

[Remainder of Page Intentionally Left Blank]

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EXECUTED as of the date first written above.

MAKER:
HOLLY ENERGY PARTNERS — OPERATING, L.P.
By:	HEP Logistics GP, L.L.C., its General Partner
	By:
	Name:	Matthew P. Clifton
	Title:	Chief Executive Officer and President

[Signature Page to Unsecured Senior Note — Frontier El Dorado]

ACKNOWLEDGED AND ACCEPTED as of the date first written above.

PAYEE: FRONTIER EL DORADO REFINING LLC
By:
Name:	James M. Stump
Title:	Senior Vice President, Refinery Operations

[Signature Page to Unsecured Senior Note — Frontier El Dorado]

EXHIBIT D

Form of Cheyenne Note

SENIOR UNSECURED NOTE

US $50,000,000.00 Effective November 1, 2011

     FOR VALUE RECEIVED, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Maker”), promises to pay to the order of Frontier Refining LLC, a Delaware limited liability company (“Payee”), at the address for Payee set forth in Section 9 of this Senior Unsecured Note (this “Note”) or at such address as the holder of this Note may designate from time to time in writing to Maker, the principal amount of FIFTY MILLION DOLLARS AND 00/100 UNITED STATES DOLLARS (US$50,000,000.00) or the principal balance outstanding under this Note, together with accrued and unpaid interest thereon, at the rate or rates set forth below.

     1. Definitions. As used in this Note, in addition to the terms defined in the first paragraph hereof and in the Purchasing Agreement (as defined below), the following terms shall have the following meanings:

          (a) “Applicable Rate” shall mean three and one half percent (3.50%); provided to the extent any such amount is still due and outstanding under this Note, such rate shall increase by one quarter of one percent (0.25%) on November 1, 2013 and on each February 1, May 1, August 1 and November 1 thereafter until payment in full of this Note in accordance with Section 4(a).

          (b) “Business Day” shall mean any day of the year on which national banks in Dallas, Texas are open to the public for conducting all regular business and are not required or authorized to close.

          (c) “Event of Default” shall mean the occurrence of any of the following events: (i) the failure by Maker to pay any interest (other than deferred interest in accordance with the provisions of Section 4(b)) within five (5) days after the same becomes due and payable or to observe or perform any covenant or agreement contained herein; or (ii) the commencement of any proceeding by or against Maker under any reorganization, bankruptcy, moratorium, receivership, insolvency, rearrangement, readjustment of debt, conservatorship, liquidation or similar debtor relief law or statute of any jurisdiction, now or in the future in effect.

          (d) “LIBO Rate” shall mean for any day, an interest rate per annum equal to the LIBO Rate for a one month interest period on the last Business Day of each month as reported by Bloomberg L.P. in its index of rates (or any successor to or substitute for such index, providing rate quotations comparable to those currently provided on such page of such index, as reasonably determined by Payee) at 11:00 a.m. (London, England time) on such day, without any rounding; provided that such LIBO Rate shall be in effect for the subsequent calendar month.

          (e) “Maker’s Credit Facility” shall mean that certain Credit Agreement dated of as February 14, 2011 by and among Maker as Borrower, the banks and financial institutions party thereto as lenders (the “Lenders”), and Wells Fargo Bank, N.A., in its capacity as administrative agent to the Lenders as in effect on the date hereof.

     2. Loan. This Note evidences the loan made by Payee to Maker on the date hereof in the aggregate principal amount of Fifty Million and 00/100 United States Dollars (US$50,000,000.00) representing the unsecured, seller-financed portion of the purchase price paid by Maker pursuant to that certain LLC Interest Purchase Agreement, dated effective as of November 1, 2011 (the “Purchase Agreement”), by and among HollyFrontier Corporation, Payee and Frontier El Dorado Refining LLC, as sellers, and Maker and Holly Energy Partners, L.P., as buyers.

     3. Interest. Interest on the principal balance hereof shall accrue at the LIBO Rate plus the Applicable Rate. Interest shall be calculated hereunder on the basis of a 360-day year of twelve 30-day months and shall accrue from the most recent date to which interest has been paid, or if no interest has been paid, from the effective date of this Note to (but excluding) the date of payment. If any interest is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this Note.

     4. Payments.

          (a) The principal amount of this Note, plus all accrued and unpaid interest shall be due and payable in full on November 1, 2016 (the “Maturity Date”). Principal amounts repaid under this Note may not be reborrowed.

          (b) Subject to Section 5 of this Note and whether Maker will be permitted to make such payments pursuant to the Maker’s Credit Facility, the interest accrued on the outstanding principal balance of this Note shall be due and payable semi-annually on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, until the outstanding principal amount hereof shall be paid in full at maturity, with the first such payment due on May 1, 2012; provided that, with respect to interest payments pursuant to this Section 4(b), all or some portion of each such payment shall be deferred (but not past the Maturity Date) if Maker reasonably determines that Maker is not permitted to make such payment pursuant to the terms of the Maker’s Credit Facility. The deferral of interest payments in accordance with the preceding sentence shall not constitute a default or Event of Default hereunder and any such deferred interest shall be added to the principal balance outstanding of this Note as of the original due date of such interest payment. Notwithstanding anything contained herein to the contrary, the total unpaid principal and accrued but unpaid interest shall become due and payable in full at the request of Payee upon an Event of Default.

          (c) All payments on this Note will be made in lawful tender of the United States of America, in immediately available funds to the Payee at the address set forth in Section 9 hereof, or to such account or other address as may be hereafter designated by Payee by notice to Maker.

          (d) If the payment of principal or interest to be made on this Note shall become due on a day other than a Business Day, such payment may be made on the next succeeding Business Day.

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     5. Prepayment Option. If permitted pursuant to the Maker’s Credit Facility, Maker shall have the right to prepay this Note in whole or in part at any time prior to the Maturity Date without penalty or premium. Any prepayments shall be applied first to accrued but unpaid interest, if any, and then to principal.

     6. Event of Default. Upon the occurrence of an Event of Default, (a) at the request of Payee, the outstanding principal hereunder and all accrued interest thereon shall upon notice or demand to Maker become immediately due and payable and Payee may proceed to protect its rights by suit in equity, action at law and/or other appropriate proceedings (whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power or right granted by this Note to enforce any other legal or equitable right of Payee), and (b) any unpaid principal and accrued and unpaid interest outstanding upon the occurrence of an Event of Default shall accrue interest from and after the occurrence of the Event of Default through (but excluding) the date of payment at a rate equal to one percent (1.00%) plus the then current interest rate calculated pursuant to Section 3 hereof.

     7. Certain Waivers. The parties hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor or nonpayment, protest, notice of protest and any other formality. No delay or omission on the part of Payee in exercising any rights hereunder or course of dealing between Maker and Payee shall operate as a waiver of such rights or any other rights of Payee, nor shall any delay, omission or waiver on one occasion be deemed a bar to or waiver of the same or any other right on future occasions.

     8. Expenses. Maker hereby agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Payee in connection with the collection and/or enforcement of this Note.

     9. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or one Business Day after having been dispatched by an internationally recognized overnight courier service to the appropriate person at the address specified below:

If to Payee:	Frontier Refining LLC
	2828 North Harwood, Ste 1300
	Dallas, Texas 75201
	Attn: Steve Wise
	Email: steve.wise@hollyfrontier.com
with a copy to:
	Frontier Refining LLC
	2828 N. Harwood, Suite 1300
	Dallas, Texas 75201
	Attention: General Counsel
	Email address: generalcounsel@hollyfrontier.com

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If to Maker:	Holly Energy Partners — Operating, L.P.
	2828 N. Harwood, Suite 1300
	Dallas, Texas 75201
	Attention: President
	Email address: president@hollyenergy.com
with a copy to:
	Holly Energy Partners — Operating, L.P.
	2828 N. Harwood, Suite 1300
	Dallas, Texas 75201
	Attention: General Counsel
	Email address: generalcounsel@hollyenergy.com

or to such other address or addresses as any such person may from time to time designate as to itself by like notice to the other party.

     10. Governing Law. This Note is being executed and delivered and is intended to be performed in the State of Texas, and the laws of such state shall govern construction, validity, enforcement and interpretation thereof.

     11. Arbitration Provision; Waiver of Jury Trial. The terms of Section 11.5 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis, and Maker hereby agrees to such terms. MAKER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     12. Off Set. Maker is hereby authorized to offset and apply any amount to which Maker is entitled pursuant to the Purchase Agreement, the Throughput Agreement (as defined in the Purchase Agreement) and the other Ancillary Documents against amounts owing under this Note, regardless of whether then due; provided that, if any dispute exists with respect to any such amount, then until the resolution of such dispute in accordance with the terms of the Purchase Agreement, the portion of the principal amount of this Note equal to the amount in dispute and claimed by Maker shall not be paid (and no default or Event of Default shall be deemed to have occurred hereunder) and interest shall accrue thereon to the extent not paid when otherwise due (except that interest which accrued pursuant to the immediately preceding provision on any amount that Maker is ultimately determined to have the right to offset shall not be payable by Maker).

     13. Amendment; Severability. Any amendment hereto or waiver of any provision hereof may be made only with the written consent of Payee and Maker. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby.

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     14. Headings; Internal References. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof.

     15. Assignment. This Note is not assignable by Maker without the prior written consent of Payee. The rights and obligations of Maker and Payee shall be binding upon and benefit the successors, permitted assigns, heirs, and administrators of the parties hereto.

     16. Compliance with Laws. Regardless of any provision contained in this Note, Payee shall never be entitled to receive, collect or apply, as interest on any amount owing hereunder, any amount in excess of the maximum rate of interest Payee is entitled to receive under applicable law.

[Remainder of Page Intentionally Left Blank]

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     EXECUTED as of the date first written above.

MAKER:
HOLLY ENERGY PARTNERS — OPERATING, L.P.
By:	HEP Logistics GP, L.L.C., its General Partner
	By:
	Name:	Matthew P. Clifton
	Title:	Chief Executive Officer and President

[Signature Page to Unsecured Senior Note — Frontier Refining]

ACKNOWLEDGED AND ACCEPTED as of the date first written above.

PAYEE: FRONTIER REFINING LLC
By:
Name:	James M. Stump
Title:	Senior Vice President, Refinery Operations

[Signature Page to Unsecured Senior Note — Frontier Refining]

EXHIBIT E

Form of El Dorado Assignment

EXECUTION VERSION

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (EL DORADO)

     This Assignment of Limited Liability Company Interests (“Assignment”) is dated as of November 9, 2011 to be effective as of 12:01 a.m., Dallas, Texas time, on November 1, 2011 (the “Effective Time”), by and between Frontier El Dorado Refining 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 as of November 9, 2011 to be effective as of November 1, 2011, among HollyFrontier Corporation, a Delaware corporation, Frontier Refining LLC, a Delaware limited liability company, Seller, Buyer and Holly Energy Partners, L.P., a Delaware limited partnership, wherein Seller has agreed to sell and assign to Buyer all of the membership interests in El Dorado Logistics LLC, a Delaware limited liability company (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 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 the limited liability company interests in the Company, and any income, distributions, or other value associated therewith or deriving therefrom (including, without limitation, the Company’s interest in the El Dorado Assets) on and after the Effective Time (collectively, the “Membership 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 Membership 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.

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     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 Membership 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]

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

Seller: FRONTIER EL DORADO REFINING LLC
By:
Name:	James M. Stump
Title:	Senior Vice President, Refinery Operations
Buyer: HOLLY ENERGY PARTNERS — OPERATING, L.P.
By:
Name:	Mark T. Cunningham
Title:	Vice President, Operations

[Signature Page to Assignment of Limited Liability Company Interests (El Dorado)]

EXHIBIT F

Form of Cheyenne Assignment

EXECUTION VERSION

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (CHEYENNE)

     This Assignment of Limited Liability Company Interests (“Assignment”) is dated as of November 9, 2011 to be effective as of 12:01 a.m., Dallas, Texas time, on November 1, 2011 (the “Effective Time”), by and between Frontier Refining 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 as of November 9, 2011 to be effective as of November 1, 2011, among HollyFrontier Corporation, a Delaware corporation, Seller, Frontier El Dorado Refining LLC, a Delaware limited liability company, Buyer and Holly Energy Partners, L.P., a Delaware limited partnership, wherein Seller has agreed to sell and assign to Buyer all of the membership interests in El Dorado Logistics LLC, a Delaware limited liability company (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 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 the limited liability company interests in the Company, and any income, distributions, or other value associated therewith or deriving therefrom (including, without limitation, the Company’s interest in the Cheyenne Assets) on and after the Effective Time (collectively, the “Membership 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 Membership 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.

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     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 Membership 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]

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

Seller: FRONTIER REFINING LLC
By:
Name:	James M. Stump
Title:	Senior Vice President, Refinery Operations
Buyer: HOLLY ENERGY PARTNERS — OPERATING, L.P.
By:
Name:	Mark T. Cunningham
Title:	Vice President, Operations

[Signature Page to Assignment of Limited Liability Company Interests (Cheyenne)]

EXHIBIT G

Form of Cheyenne Site Services Agreement

EXECUTION VERSION

SITE SERVICES AGREEMENT
(CHEYENNE)

     This Site Services Agreement (this “Agreement”), is entered into as of November 9, 2011 to be effective as of November 1, 2011 by and between FRONTIER REFINING LLC, a limited liability company organized and existing under the laws of Delaware (“Frontier Cheyenne”), and CHEYENNE LOGISTICS LLC, a limited liability company organized and existing under the laws of Delaware (“Cheyenne Logistics”). Frontier Cheyenne and Cheyenne Logistics are hereinafter collectively referred to as “Parties” and each singularly as a “Party”).

R E C I T A L S:

     WHEREAS, pursuant to the terms of that certain LLC Interest Purchase Agreement, dated effective as of November 1, 2011 (the “Purchase Agreement”), by and among HollyFrontier Corporation, a Delaware corporation, Frontier Cheyenne and Frontier El Dorado Refining LLC, a Delaware limited liability company, as Sellers, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), as Buyer, and Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership acquired all of the issued and outstanding limited liability company interests of Cheyenne Logistics, the owner of the Relevant Assets (as defined in the Lease and Access Agreement);

     WHEREAS, simultaneously herewith, Frontier Cheyenne and Cheyenne Logistics are entering into that certain Lease and Access Agreement (Cheyenne) dated as of the date hereof (the “Lease and Access Agreement”) pursuant to which, among other things, Cheyenne Logistics will lease from Frontier Cheyenne the real property on which the Relevant Assets (as defined in the Lease and Access Agreement are located within that certain refinery complex owned by Frontier Cheyenne, commonly known as the Cheyenne Refinery, and located in the City of Cheyenne, Laramie County, Wyoming (the “Refinery Complex”); and

     WHEREAS, Frontier Cheyenne has agreed to provide to Cheyenne Logistics, and Cheyenne Logistics has agreed to accept, shared use of certain services, utilities, materials and facilities as more fully described on Exhibit A (each an “SUMF Item” and collectively the “SUMF Items”) located at the Refinery Complex that are necessary to operate and maintain the Relevant Assets as currently operated and maintained.

     NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATIONS

     1.1 Definitions.

     For purposes of this Agreement, the following capitalized terms shall have the meanings specified herein. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings for such terms set forth in the Lease and Access Agreement.

     “Affiliate” has the meaning given such term in the Purchase Agreement.

     “Additional Improvements” shall have the meaning given such term in the Lease and Access Agreement.

     “Additional SUMF Items” shall have the meaning set forth in Section 3.2(b).

     “Agreement” shall have the meaning set forth in the introductory paragraph.

     “Ancillary Agreements” means, collectively, the Purchase Agreement, the Lease and Access Agreement, the Throughput Agreement and any other agreement executed by the Parties hereto in connection with the Operating Partnership’s acquisition of Cheyenne Logistics and Cheyenne Logistics’ ownership of the Relevant Assets that has not been otherwise amended or superseded.

     “Annual Service Fee” shall have the meaning set forth in Section 4.1.

     “Bankruptcy Event” means, in relation to any Party, (i) the making of a general assignment for the benefit of creditors by such Party; (ii) the entering into of any arrangement or composition with creditors as a result of insolvency (other than for the purposes of a solvent reconstruction or amalgamation); (iii) the institution by such Party of proceedings (a) seeking to adjudicate such Party as bankrupt or insolvent or seeking protection or relief from creditors, or (b) seeking liquidation, winding up, or rearrangement, reorganization or adjustment of such Party or its debts (other than for purposes of a solvent reconstruction or amalgamation), or (c) seeking the entry of an order for the appointment of a receiver, trustee or other similar official for such Party or for all or a substantial part of such Party’s assets; or (iv) the institution of any proceeding of the type described in (iii) above against such Party, which proceeding shall not have been dismissed within ninety (90) days following its institution.

     “Cheyenne Logistics” shall have the meaning set forth in the introductory paragraph.

     “Connection Facilities” means all physical interconnections and related equipment and facilities required to deliver the SUMF Items described in Exhibit A to the Relevant Assets from various locations within the Refinery Complex.

     “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).

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

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     “Frontier Cheyenne” shall have the meaning set forth in the introductory paragraph.

     “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.

     “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 of, 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.

     “Lease and Access Agreement” shall have the meaning set forth in the Recitals.

     “Loss” shall have the meaning set forth in Section 2.2(e).

     “Monitoring Committee” shall have the meaning set forth in Section 7.1(a).

     “Monthly Payment” shall have the meaning set forth in Section 4.1.

     “Operating Partnership” shall have the meaning set forth in the Recitals.

     “Parties” or “Party” shall have the meaning set forth in the introductory paragraph.

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

     “PPI” shall have the meaning set forth in Section 4.2(a).

     “Premises” shall have the meaning set forth in the Lease and Access Agreement.

     “Prime Rate” shall have the meaning given such term in the Throughput Agreement.

     “Purchase Agreement” shall have the meaning set forth in the Recitals.

     “Refinery Complex” shall have the meaning set forth in the Recitals.

     “Relevant Assets” shall have the meaning set forth in the Lease and Access Agreement.

     “Standard Operating Practice” means such practices, methods, acts, techniques, and standards as are in accordance with the normal and customary practices in the industry and applicable Laws, and consistent with the historical operation of the Refinery Complex by Frontier Cheyenne.

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     “SUMF Assets” means the systems and facilities located at the Refinery Complex that are used in or necessary for the provision of the SUMF Items to Cheyenne Logistics pursuant to this Agreement. The SUMF Assets shall include any Connection Facilities.

     “SUMF Items” shall have the meaning set forth in the Recitals.

     “Term” shall have the meaning set forth in Section 10.1.

     “Third Party” means any Person other than Frontier Cheyenne, Cheyenne Logistics or their respective Affiliates.

     “Throughput Agreement” means the Pipelines, Tankage and Loading Rack Throughput Agreement (Cheyenne) by and between Frontier Cheyenne and Cheyenne Logistics dated the date hereof.

     1.2 Interpretation.

          (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”, “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, Exhibits and Schedules are, unless otherwise stated, references to Articles, Sections, Exhibits and Schedules of or to this Agreement. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

          (d) Exhibit A hereto forms an integral part of this Agreement and is equally binding therewith. Any reference to “this Agreement” shall include such Exhibit A.

          (e) References to a Person shall include any permitted assignee or successor to such party in accordance with this Agreement.

          (f) 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.

          (g) The use of “or” is not intended to be exclusive unless explicitly indicated otherwise.

          (h) The words “includes,” “including,” or any derivation thereof shall mean “including without limitation.”

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ARTICLE 2
RELATIONSHIP OF PARTIES

     2.1 Rights and Obligations.

     The Parties hereby enter into this Agreement for the purpose of setting forth their respective rights and obligations relating to the provision by Frontier Cheyenne of the SUMF Items to Cheyenne Logistics in connection with Cheyenne Logistics’ ownership, operation and maintenance of the Relevant Assets.

     2.2 Nature of the Relationship.

          (a) Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party.

          (b) Frontier Cheyenne and Cheyenne Logistics recognize that portions of each of their respective businesses and operations are conducted within the Refinery Complex, and that necessary interactions result from such proximity. The respective businesses and operations of Frontier Cheyenne and Cheyenne Logistics will be managed and conducted by them, as independent companies, and each may act and conduct its business and operations independently wherever possible. Further, Frontier Cheyenne and Cheyenne Logistics recognize their mutual responsibility to support the capability of each other to continue to conduct their respective businesses and operations for routine and non-routine activities (including, but not limited to, start-ups, shut downs, turnarounds, emergencies and other infrequent events).

          (c) Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other Party. Frontier Cheyenne, as the supplier of the SUMF Items, is acting solely as an independent contractor and is not an agent of Cheyenne Logistics. The provision of the SUMF Items hereunder shall be under the sole supervision, control and direction of Frontier Cheyenne and not Cheyenne Logistics.

          (d) Notwithstanding Cheyenne Logistics’ obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with applicable Laws, Frontier Cheyenne and Cheyenne Logistics acknowledge that Frontier Cheyenne may, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its name. Consequently and also for the ease of administration, Frontier Cheyenne may maintain in its name the air quality permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Laws; provided that upon Frontier Cheyenne’s written request Cheyenne Logistics shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce Cheyenne Logistics’ obligations under Laws with respect to the Relevant Assets and Additional Improvements.

          (e) Notwithstanding the foregoing, Cheyenne Logistics shall defend, indemnify, and hold harmless Frontier Cheyenne and its representatives and agents from and

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against all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys’ fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss or loss of use of, any property or inconvenience (a “Loss”) related to Frontier Cheyenne’s performance under this Agreement (including the performance by Frontier Cheyenne’s employees and contractors), except to the extent caused by the gross negligence or willful misconduct of Frontier Cheyenne or its employees, agents or contractors. It being agreed that this indemnity is intended to indemnify Frontier Cheyenne against the consequences of their own negligence or fault, even when Frontier Cheyenne or its employees, agents or contractors are jointly, comparatively, contributively, or concurrently negligent with Cheyenne Logistics, and even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of Frontier Cheyenne or its employees, agents or contractors; however, such indemnity shall not apply to the sole or gross negligence or willful misconduct of Frontier Cheyenne and its employees, agents or contractors. The indemnity set forth in this Section shall survive termination or expiration of this Agreement and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of the Annual Service Fee (as defined below) under any provision of this Agreement. If any proceeding is filed for which indemnity is required hereunder, Cheyenne Logistics agrees, upon request therefor, to defend Frontier Cheyenne in such proceeding at its sole cost using counsel satisfactory to Frontier Cheyenne.

ARTICLE 3
PROVISION OF SUMF ITEMS

     3.1 Provision of SUMF Items.

          (a) During the Term of this Agreement, Frontier Cheyenne shall make available and provide to Cheyenne Logistics, in accordance with the terms and conditions of this Agreement, the SUMF Items described more fully on Exhibit A to this Agreement for use by Cheyenne Logistics and any of its Affiliates and agents in connection with Cheyenne Logistics’ ownership, operation and maintenance of the Relevant Assets and any Additional Improvements.

          (b) If Cheyenne Logistics reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, Cheyenne Logistics may deliver written notice of such claim. If Frontier Cheyenne does not reasonably satisfy Cheyenne Logistics’ claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if Frontier Cheyenne does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then Cheyenne Logistics may reject such SUMF Item and submit a proposal to Frontier Cheyenne to reduce the amount of the Annual Service Fee in accordance with Section 4.3. If Frontier Cheyenne refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9.

          (c) Frontier Cheyenne shall notify Cheyenne Logistics as soon as practicable of any actual or anticipated changes in the character of any SUMF Item or any actual or

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anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any SUMF Item.

          (d) Frontier Cheyenne shall provide all SUMF Items and perform all services hereunder in accordance with Standard Operating Practice. The provision of all SUMF Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by Frontier Cheyenne with respect to its own business at the Refinery Complex unless otherwise specified herein.

     3.2 Increased Quantities and Additional SUMF Items.

          (a) If subsequent to the date hereof increased quantities of any SUMF Item are reasonably required by Cheyenne Logistics in connection with its ownership, operation or maintenance of the Relevant Assets or any improvements or additions thereto, Frontier Cheyenne shall use commercially reasonable efforts to provide such increased quantities of such SUMF Item on the same terms and conditions set forth in Exhibit A, so long as the provision of such increased quantities does not interfere in any material respect with Frontier Cheyenne’s operations at the Refinery Complex or require Frontier Cheyenne to make a capital improvement to any SUMF Asset. If the provision by Frontier Cheyenne of increased quantities of any SUMF Item as requested by Cheyenne Logistics would require Frontier Cheyenne to make such a capital improvement, then Cheyenne Logistics may submit a request to Frontier Cheyenne pursuant to Section 6.1. The Annual Service Fee with respect to increased quantities of any SUMF Item requested by Cheyenne Logistics may be increased in accordance with Article 4 of this Agreement. Notwithstanding anything to the contrary herein, in the event that (i) Cheyenne Logistics uses the Relevant Assets to provide services to third parties, (ii) Cheyenne Logistics’ provision of such third-party services results in a material increase of any SUMF Item required by Cheyenne Logistics, and (iii) provision of such SUMF Items is available to Cheyenne Logistics from third-party vendors on commercially reasonable terms, then Frontier Cheyenne may decline to provide such increased and additional SUMF Item. Further, if, in Frontier Cheyenne’s sole discretion, the provision of any SUMF Item by Frontier Cheyenne in connection with Cheyenne Logistics’ provision of services to third parties could expose Frontier Cheyenne or Frontier Cheyenne’s assets to environmental risk or liability, then Frontier Cheyenne may refuse to provide such SUMF Item in connection with Cheyenne Logistics’ provision of services to third parties.

          (b) If subsequent to the date hereof one or more additional SUMF Items not specifically described herein, but which are being produced or utilized by Frontier Cheyenne or its Affiliates in the normal course of their operations at the Refinery Complex (“Additional SUMF Items”), are or become reasonably necessary to operate or maintain the Relevant Assets and any Additional Improvements, Frontier Cheyenne shall use commercially reasonable efforts to provide such Additional SUMF Items on terms and conditions consistent with the provision of the existing SUMF Items by Frontier Cheyenne. The Annual Service Fee with respect to such Additional SUMF Items may be increased in accordance with Article 4 of this Agreement.

     3.3 Use of SUMF Items. Cheyenne Logistics agrees to utilize the SUMF Items solely in connection with its ownership, operation and maintenance of the Relevant Assets and any

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Additional Improvements; provided, however, that no provision of this Agreement shall obligate Cheyenne Logistics in any way to utilize all or part of the SUMF Items.

     3.4 SUMF Assets. Subject to Article 8, Frontier Cheyenne shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by Cheyenne Logistics under Article 6 or undertaken by Cheyenne Logistics under Article 5, Frontier Cheyenne shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets.

     3.5 Access. Section 2.2 of the Lease and Access Agreement sets forth the relative rights of Cheyenne Logistics and Frontier Cheyenne with respect to (a) access by Cheyenne Logistics to the buildings and other assets owned or leased by Frontier Cheyenne located at the Refinery Complex that are reasonably necessary for the operation of the Relevant Assets and any Additional Improvements and (b) access by Frontier Cheyenne to the Premises in order to inspect, repair or maintain any SUMF Assets, and such section is incorporated herein by reference.

ARTICLE 4
ANNUAL SERVICE FEE

     4.1 Annual Service Fee; Monthly Payment. Within thirty (30) days following the end of each calendar month, Cheyenne Logistics will pay Frontier Cheyenne an amount equal to one-twelfth (1/12) (the “Monthly Payment”) of the aggregate of all fees set forth on Exhibit A (the “Annual Service Fee”) for the provision by Frontier Cheyenne and its Affiliates to Cheyenne Logistics during such calendar month of all the SUMF Items described in Exhibit A. The Monthly Payment for the first month under the Term of this Agreement will be prorated based on the number of days elapsed from the date of this Agreement through the last day of the first calendar month and the number of days in such calendar month.

     4.2 Increases in Annual Service Fee.

          (a) The Annual Service Fee shall be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that the Annual Service Fee shall never be increased by more than 3% for any such calendar year. 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 there will be no change in the Annual Service Fee. If the above index is no longer published, then Frontier Cheyenne and Cheyenne Logistics shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in

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the Annual Service Fee. If the Parties are unable to agree, a new index will be determined by binding arbitration in accordance with Section 9.1(d) herein.

          (b) Frontier Cheyenne may also increase the Annual Service Fee for any calendar year by an amount equal to the actual cost to Frontier Cheyenne of providing increased quantities of any SUMF Item or of providing any Additional SUMF Items pursuant to Sections 3.2(a) and (b) of this Agreement.

ARTICLE 5
CONNECTION FACILITIES

     5.1 Connection Facilities.

          (a) Where necessary, Cheyenne Logistics shall install or cause to be installed, at the expense of Cheyenne Logistics or Frontier Cheyenne as mutually agreed, one or more Connection Facilities, which shall be of a quality and type reasonably necessary to establish appropriate interconnections between the Relevant Assets and the SUMF Assets. The design of any necessary Connection Facilities shall be submitted by Cheyenne Logistics for review by Frontier Cheyenne. Frontier Cheyenne shall have thirty (30) days in which to notify Cheyenne Logistics of any modifications that are necessary to conform the design to Standard Operating Practices and to comply with requirements of Governmental Authorities, otherwise Frontier Cheyenne shall be deemed to have approved such design.

          (b) Frontier Cheyenne and Cheyenne Logistics shall reasonably cooperate with one another with respect to the installation, operation and maintenance of the Connection Facilities so as to minimize any disruption to the operation of the Refinery Complex, the Relevant Assets and the SUMF Assets.

ARTICLE 6
CAPITAL IMPROVEMENTS

     6.1 Capital Improvements Relating to Provision of SUMF Items. Cheyenne Logistics may submit from time to time to Frontier Cheyenne written requests for Frontier Cheyenne to undertake capital improvement projects relating to the provision by Frontier Cheyenne of SUMF Items. Any such requests shall specify in reasonable detail the capital improvements to be made, any permits that may be required, the estimated cost of such capital improvements, any proposed changes to this Agreement, and any other relevant information relating to such capital improvement project. Frontier Cheyenne agrees that it will consider in good faith any such request, but Frontier Cheyenne shall have no obligation to agree to undertake any such capital improvement project and may reject any request by Cheyenne Logistics. Frontier Cheyenne shall provide Cheyenne Logistics a written explanation for the rejection of any request. If Frontier Cheyenne agrees to undertake any such capital improvement project, Cheyenne Logistics shall be responsible for all costs associated with such project, without duplication of other amounts paid or payable by Cheyenne Logistics under this Agreement, including, without limitation: (i) the cost of completing the capital improvements; (ii) Frontier Cheyenne’s costs and expenses incurred in connection with such project; and (iii) any increased costs of operation incurred or to be incurred by Frontier Cheyenne as a result of such project; provided, however,

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that if other Persons receive any of the benefits of such capital improvement project, such other Persons shall bear their respective pro rata shares of all costs associated with such project (based upon and only to the extent of the relative benefits received by them), and Cheyenne Logistics’ costs with respect thereto shall be reimbursed by Frontier Cheyenne as, when, if and to the extent savings are received or as, when, if and to the extent the other Person utilizes such benefits.

ARTICLE 7
MONITORING COMMITTEE

     7.1 Monitoring Committee.

          (a) Frontier Cheyenne and Cheyenne Logistics shall jointly establish a committee (the “Monitoring Committee”) to review the performance of this Agreement and the provision of SUMF Items hereunder in an effort to ensure the smooth and efficient performance of this Agreement. The Monitoring Committee shall be comprised of one representative from Frontier Cheyenne and one representative from Cheyenne Logistics. In addition, other representatives that such Parties may reasonably require shall report to, and attend meetings of, the Monitoring Committee.

          (b) The Monitoring Committee shall meet, either in person, by telephone, or other means mutually acceptable to the members of the Monitoring Committee, within three (3) months of the date of this Agreement and thereafter no less than once every six (6) months throughout the Term (other than where the Parties agree that such a periodic meeting is not necessary) and as otherwise reasonably requested by a Party.

          (c) The Monitoring Committee shall endeavor in good faith to resolve issues raised by either of the Parties in respect of the performance of this Agreement and the provision of any SUMF Item hereunder. The Monitoring Committee shall review the performance of the Parties in the provision and receipt of SUMF Items under this Agreement and shall consider any proposed improvement plans.

          (d) The Monitoring Committee shall have the authority to develop modifications or amendments to the Exhibits to this Agreement on behalf of the Parties; however, to become effective any such modifications or amendments must be in writing and be duly signed by the Parties. The Monitoring Committee shall, as needed to carry out its duties under this Article 7, develop mutually agreed protocols and administrative procedures.

ARTICLE 8
LIABILITY AND INDEMNIFICATION

     8.1 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, neither Party nor its respective Affiliates shall be liable, responsible or accountable in damages or otherwise to the other Party or its respective Affiliates for any INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS AGREEMENT, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH CHEYENNE

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LOGISTICS, FRONTIER CHEYENNE OR THEIR RESPECTIVE AFFILIATES WOULD BE LIABLE UNDER THIS ARTICLE 8.

     8.2 Indemnification.

          (a) CHEYENNE LOGISTICS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS FRONTIER CHEYENNE AND ITS AFFILIATES FROM AND AGAINST ANY ADVERSE CONSEQUENCES RESULTING OR ARISING FROM, OR ATTRIBUTABLE TO (A) THE FAILURE TO PERFORM ANY COVENANT OR AGREEMENT MADE OR UNDERTAKEN BY CHEYENNE LOGISTICS IN THIS AGREEMENT OR (B) ANY ACTS OR OMISSIONS OF CHEYENNE LOGISTICS AND ITS AFFILIATES IN CONNECTION WITH THE PERFORMANCE OF CHEYENNE LOGISTICS’ OBLIGATIONS UNDER THIS AGREEMENT THAT CONSTITUTE NEGLIGENCE, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

          (b) FRONTIER CHEYENNE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CHEYENNE LOGISTICS AND ITS AFFILIATES FROM AND AGAINST ANY ADVERSE CONSEQUENCES RESULTING OR ARISING FROM, OR ATTRIBUTABLE TO (A) THE FAILURE TO PERFORM ANY COVENANT OR AGREEMENT MADE OR UNDERTAKEN BY FRONTIER CHEYENNE IN THIS AGREEMENT OR (B) ANY ACTS OR OMISSIONS OF FRONTIER CHEYENNE AND ITS AFFILIATES IN CONNECTION WITH THE PERFORMANCE OF FRONTIER CHEYENNE’S OBLIGATIONS UNDER THIS AGREEMENT THAT CONSTITUTE NEGLIGENCE, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

     8.3 Specific Performance. Notwithstanding anything to the contrary contained in this Agreement, including this Article 8, each Party shall be entitled to specific performance of the obligations of the other Party under this Agreement.

     8.4 Survival. The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9
DISPUTE RESOLUTION

     9.1 Dispute Resolution.

          (a) 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 this Article 9.

          (b) In the event of a Dispute between the Parties, the Parties shall, within ten (10) days of a written request by either Party to the other Party, meet in good faith to resolve such Dispute.

          (c) Any Dispute that cannot be resolved by the Parties shall be submitted to the Monitoring Committee which shall endeavor to amicably resolve the Dispute. The Parties

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shall provide the Monitoring Committee with such information as it reasonably requires to enable it to determine the issues relevant to the Dispute.

          (d) If the Parties are unable to resolve the dispute within fifteen (15) days after submission of such dispute to the Monitoring Committee (or such other period as may be agreed by the Parties), either Party may submit the matter to arbitration in accordance with the terms of the Throughput Agreement; provided, however, that (i) the term “this Agreement” when used therein shall be deemed to refer to this Agreement, (ii) the term “parties hereto” shall be deemed to refer to the Parties to this Agreement, (iii) any reference to a Party therein shall be deemed to refer to a Party under this Agreement, and (iv) the term “Frontier Cheyenne” shall be deemed to refer to Frontier Refining LLC and the term “Cheyenne Logistics” shall be deemed to refer to Cheyenne Logistics LLC.

          (e) 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.

          (f) Resolution of any Dispute between the Parties involving payment of money by one Party to the other shall include payment of interest at the Prime Rate from the original due date of such amount.

          (g) Each Party shall, in addition to all rights provided herein or provided by Law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder.

ARTICLE 10
TERM AND TERMINATION

     10.1 Term. This Agreement shall be in full force and effect on and from the date hereof and shall continue for a term that is co-terminous with the Lease and Access Agreement (the “Term”) such that if the Lease and Access Agreement is terminated or expires for any reason, this Agreement shall also be deemed to have terminated on the same date of the termination or expiration of the Lease and Access Agreement.

     10.2 Termination by Frontier Cheyenne. Frontier Cheyenne may, in addition to its other remedies, terminate this Agreement as a whole in any one of the following circumstances:

          (a) if a Bankruptcy Event occurs and is continuing in relation to Cheyenne Logistics or its Affiliates and Cheyenne Logistics does not provide adequate assurances to Frontier Cheyenne within thirty (30) days of the occurrence of the Bankruptcy Event that Cheyenne Logistics will continue to pay the Annual Service Fee and other charges on the terms and conditions of this Agreement;

          (b) with no less than thirty (30) days prior written notice following a decision by Cheyenne Logistics to discontinue the operation of all or substantially all of the Relevant Assets and any Additional Improvements; or

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          (c) if Cheyenne Logistics without proper justification fails to pay any undisputed Annual Service Fee (or portion thereof) or other charge within thirty (30) days of the date when such payment became due, and such failure continues thereafter for a period of thirty (30) days after written notice from Frontier Cheyenne.

     10.3 Effect of Termination.

          (a) Each Party shall use its reasonable commercial efforts to minimize any adverse effect to the other Party resulting from the termination of the rendering, in whole or in part, of any SUMF Item under this Agreement.

          (b) Within sixty (60) days after termination of this Agreement in whole, Frontier Cheyenne shall provide Cheyenne Logistics with a final accounting of the amount of (i) any Annual Service Fee and other applicable charges due with respect to the period beginning on January 1 of the calendar year in which the termination occurred and ending on the effective date of the termination; and (ii) any unpaid and undisputed Annual Service Fee and other applicable charges attributable to the prior calendar year. If Cheyenne Logistics agrees with the total amount shown on the final accounting, Cheyenne Logistics shall pay to Frontier Cheyenne such amount within thirty (30) days following the receipt of such final accounting. The Parties shall meet in good faith to resolve any Dispute relating to the final accounting as expeditiously as possible.

          (c) Any termination of this Agreement, either in whole or in part, and termination of any individual SUMF Item shall be without prejudice to the accrued rights, remedies and liabilities of the Parties at the time of such termination and all provisions of this Agreement necessary for the full enjoyment thereof shall survive termination for the period so necessary.

          (d) If there is a Dispute regarding the termination of this Agreement or a SUMF Item under this Article 10, then no termination shall occur until thirty (30) days following resolution of the Dispute or by written agreement of the Parties.

ARTICLE 11
GENERAL PROVISIONS

     11.1 Force Majeure. In the event of Cheyenne Logistics or Frontier Cheyenne being rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, it is agreed that on such Party’s giving notice and full particulars of such Force Majeure to the other Party as soon as practicable after the occurrence of the cause relied on, then the obligations of the parties, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall, as far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirements that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty. Notwithstanding anything in this Agreement to the contrary, inability of a

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Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

     11.2 Intellectual Property Rights. Neither this Agreement nor the performance by either of the Parties of its duties hereunder shall operate to convey, license or otherwise transfer from one Party to the other any patent, know-how, trade secrets or other intellectual property rights. The copyright, property and any other rights in any document or material supplied under this Agreement shall, in the absence of any express provision to the contrary thereon, remain with the disclosing Party.

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

          Notices to Frontier Cheyenne:

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: President
Email address: president@hollyfrontier.com

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

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyfrontier.com

          Notices to Cheyenne Logistics:

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, TX 75201
Attn: President
Email address: president@hollyenergy.com

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

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c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyenergy.com

          Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 11.3.

     11.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms 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 hereby is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     11.5 Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof.

     11.6 Waiver. To be effective, any waiver of any right under this Agreement must be in writing and signed by a duly authorized officer or representative of the Party bound thereby.

     11.7 Incorporation by Reference. Any reference herein to any Exhibit to this Agreement will incorporate such Exhibit herein as if it were set out in full in the text of this Agreement.

     11.8 Succession and Assignment. This Agreement may be assigned in connection with, and subject to the terms and conditions set forth in Section 13(b) of the Throughput Agreement, which such terms and conditions are incorporated herein by reference. Notwithstanding anything to the contrary herein or in the Throughput Agreement, Frontier Cheyenne may engage third-party contractors to perform any of the services or actions Frontier Cheyenne is required to perform hereunder without Cheyenne Logistics’ prior consent.

     11.9 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

     11.10 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto.

     11.11 No Third Party Beneficiaries. No Person not a Party to this Agreement will have any rights under this Agreement as a third party beneficiary or otherwise.

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     11.12 Governing Law. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WYOMING WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     11.13 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of both Parties will be required. If, during the Term of this Agreement, changes in the operations, facilities or methods of either Party will materially benefit a Party without detriment to the other Party, the Parties commit to each other to make reasonable efforts to cooperate and assist each other.

     11.14 Further Assurances. The Parties shall execute such additional documents and shall cause such additional actions to be taken as may be required or, in the judgment of any Party, be necessary or desirable, to effect or evidence the provisions of this Agreement and the transactions contemplated hereby.

     11.15 Recording. Upon the request of any Party, Cheyenne Logistics and Frontier Cheyenne shall execute, acknowledge, deliver and record a “short form” memorandum of this Agreement.

     11.16 Conflicts Between Agreements. In the event a conflict between the terms and conditions contained in the Throughput Agreement or the other Ancillary Agreements and this Agreement arises in connection with any matter pertaining to the provision of the SUMF Items, the terms and conditions contained in the Throughput Agreement will govern. Nothing contained in this Agreement shall be deemed to limit or restrict Cheyenne Logistics’ rights to fully use and enjoy the rights and benefits it has under the Purchase Agreements or the other Ancillary Agreements.

     11.17 Counterparts. This Agreement may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers or representatives to be effective as of November 1, 2011.

Frontier Cheyenne:

FRONTIER REFINING LLC,

a Delaware limited liability company

By:

Name: James M. Stump

Title: Senior Vice President, Refinery Operations

Cheyenne Logistics:

CHEYENNE LOGISTICS LLC,

a Delaware limited liability company

By:

Name: Mark T. Cunningham

Title: Vice President, Operations

Signature Page –
Site Services Agreement (Cheyenne)

EXHIBIT A

Frontier Cheyenne will supply the services listed on this Exhibit A to Cheyenne Logistics with respect to Cheyenne Logistics’ ownership, operation and maintenance of the Relevant Assets. Cheyenne Logistics will pay Frontier Cheyenne the Annual Service Fee of $240,000 (such payment to be made in monthly installments) for these services.

• Wastewater Processing — Provided that the Wyoming Department of Environmental Quality (“WDEQ”) does not object, all waste water treatment will be supplied to Cheyenne Logistics by Frontier Cheyenne from existing Refinery Complex sources. This treatment pertains to dock and sump materials generated during the normal course of operations and includes sump generated waste materials. The Parties acknowledge that WDEQ may impose pre-treatment standards on any waste waters Cheyenne Logistics releases to Frontier Cheyenne for processing.

• Fire Protection — Frontier Cheyenne will provide response support in the event of an emergency. Frontier Cheyenne will maintain the existing tank farm fire water system and any necessary improvements will be made by Frontier Cheyenne.

• Security — All security patrols, monitoring and surveillance will be provided to Cheyenne Logistics by Frontier Cheyenne.

• Utilities — All gas, water, steam and electricity will be furnished by Frontier Cheyenne for operation of all the Relevant Assets within the Refinery Complex.

• Air Permit — Frontier Cheyenne will retain the Relevant Assets on all applicable air permits and will handle all agency reporting requirements. Cheyenne Logistics will supply field data to Frontier Cheyenne necessary for Frontier Cheyenne to fulfill its reporting requirements.

• Solid / Hazardous Waste Processing — Under the provisions of the Resource Conservation and Recovery Act (RCRA) Cheyenne Logistics and Frontier Cheyenne will be co-generators of any solid / hazardous wastes that may be generated by El Dorado Logistics at the contiguous facility. Any such wastes shipped under a hazardous waste manifest will show Frontier Cheyenne as the generator.

• Spill Prevention Control and Countermeasures (SPCC) Plan — Frontier Cheyenne will maintain a facility-wide SPCC plan clearly identifying those assets owned by both parties and their resultant responsibilities.

• IT Infrastructure — Cheyenne Logistics will be entitled to access and use of all necessary IT infrastructures for the operation of the Relevant Assets. Frontier Cheyenne will maintain all IT infrastructures.

Exhibit A - 1

• Office Space — Frontier Cheyenne will furnish necessary office space for the employees of Cheyenne Logistics.

• Parking —Frontier Cheyenne will provide parking necessary for Cheyenne Logistics’ employees’ personal vehicles, Cheyenne Logistics’ company-owned vehicles, and auxiliary maintenance equipment.

• Maintenance, Warehouse Storage and Shop — Frontier Cheyenne will provide all warehouse storage necessary to store maintenance and spare part inventories for Cheyenne Logistics’ exclusive use. These storage areas will be secured and controlled separate from Frontier Cheyenne’s warehouse operations.

• Contract Maintenance Labor — Frontier Cheyenne will provide maintenance labor to Cheyenne Logistics on an as-needed basis. Frontier Cheyenne will charge Cheyenne Logistics an agreed hourly rate for the maintenance services.

• Laydown Area — Frontier Cheyenne will provide Cheyenne Logistics an outdoor laydown area for maintenance and project activities. The area will be separate from Frontier Cheyenne’s laydown area.

• LDAR Monitoring and Reporting — Frontier Cheyenne will provide to Cheyenne Logistics services necessary to perform leak monitoring on all Relevant Assets within the Refinery Complex as required by any applicable consent decree. Frontier Cheyenne’s and Cheyenne Logistics’ employees will be included in the refinery LDAR training program. Frontier Cheyenne will provide data to Cheyenne Logistics on all LDAR surveillance activities.

• PSM — Frontier Cheyenne will include all Relevant Assets in the PSM program and procedures. Frontier Cheyenne will provide all necessary PSM management and administrative services. Cheyenne Logistics will participate in all processes necessary under PSM in order to maintain compliance.

• Laboratory Services — Frontier Cheyenne will provide all laboratory services necessary for quality control, blending and regulatory activities. The services will include analysis of samples from blend stocks, finished products and crude oils.

• Telephones — Frontier Cheyenne will provide all local and long distance telephone (land line only) service.

• Knock Engines — Frontier Cheyenne will provide all maintenance and calibration of the knock engines.

Exhibit A - 2

EXHIBIT H

Form of El Dorado Site Services Agreement

EXECUTION VERSION

SITE SERVICES AGREEMENT
(EL DORADO)

     This Site Services Agreement (this “Agreement”), is entered into as of November 9, 2011 to be effective as of November 1, 2011 by and between FRONTIER EL DORADO REFINING LLC, a limited liability company organized and existing under the laws of Delaware (“Frontier El Dorado”), and EL DORADO LOGISTICS LLC, a limited liability company organized and existing under the laws of Delaware (“El Dorado Logistics”). Frontier El Dorado and El Dorado Logistics are hereinafter collectively referred to as “Parties” and each singularly as a “Party”).

R E C I T A L S:

     WHEREAS, pursuant to the terms of that certain LLC Interest Purchase Agreement, dated effective as of November 1, 2011 (the “Purchase Agreement”), by and among HollyFrontier Corporation, a Delaware corporation, Frontier El Dorado and Frontier Refining LLC, a Delaware limited liability company, as Sellers, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), as Buyer, and Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership acquired all of the issued and outstanding limited liability company interests of El Dorado Logistics, the owner of the Relevant Assets (as defined in the Lease and Access Agreement);

     WHEREAS, simultaneously herewith, Frontier El Dorado and El Dorado Logistics are entering into that certain Lease and Access Agreement (El Dorado) dated as of the date hereof (the “Lease and Access Agreement”) pursuant to which, among other things, El Dorado Logistics will lease from Frontier El Dorado the real property on which the Relevant Assets (as defined in the Lease and Access Agreement are located within that certain refinery complex owned by Frontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas (the “Refinery Complex”); and

     WHEREAS, Frontier El Dorado has agreed to provide to El Dorado Logistics, and El Dorado Logistics has agreed to accept, shared use of certain services, utilities, materials and facilities as more fully described on Exhibit A (each an “SUMF Item” and collectively the “SUMF Items”) located at the Refinery Complex that are necessary to operate and maintain the Relevant Assets as currently operated and maintained.

     NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATIONS

     1.1 Definitions.

     For purposes of this Agreement, the following capitalized terms shall have the meanings specified herein. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings for such terms set forth in the Lease and Access Agreement.

     “Affiliate” has the meaning given such term in the Purchase Agreement.

     “Additional Improvements” shall have the meaning given such term in the Lease and Access Agreement.

     “Additional SUMF Items” shall have the meaning set forth in Section 3.2(b).

     “Agreement” shall have the meaning set forth in the introductory paragraph.

     “Ancillary Agreements” means, collectively, the Purchase Agreement, the Lease and Access Agreement, the Throughput Agreement and any other agreement executed by the Parties hereto in connection with the Operating Partnership’s acquisition of El Dorado Logistics and El Dorado Logistics’ ownership of the Relevant Assets that has not been otherwise amended or superseded.

     “Annual Service Fee” shall have the meaning set forth in Section 4.1.

     “Bankruptcy Event” means, in relation to any Party, (i) the making of a general assignment for the benefit of creditors by such Party; (ii) the entering into of any arrangement or composition with creditors as a result of insolvency (other than for the purposes of a solvent reconstruction or amalgamation); (iii) the institution by such Party of proceedings (a) seeking to adjudicate such Party as bankrupt or insolvent or seeking protection or relief from creditors, or (b) seeking liquidation, winding up, or rearrangement, reorganization or adjustment of such Party or its debts (other than for purposes of a solvent reconstruction or amalgamation), or (c) seeking the entry of an order for the appointment of a receiver, trustee or other similar official for such Party or for all or a substantial part of such Party’s assets; or (iv) the institution of any proceeding of the type described in (iii) above against such Party, which proceeding shall not have been dismissed within ninety (90) days following its institution.

     “Connection Facilities” means all physical interconnections and related equipment and facilities required to deliver the SUMF Items described in Exhibit A to the Relevant Assets from various locations within the Refinery Complex.

     “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).

     “El Dorado Logistics” shall have the meaning set forth in the introductory paragraph.

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

     “Frontier El Dorado” shall have the meaning set forth in the introductory paragraph.

     “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.

     “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 of, 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.

     “Lease and Access Agreement” shall have the meaning set forth in the Recitals.

     “Loss” shall have the meaning set forth in Section 2.2(e).

     “Monitoring Committee” shall have the meaning set forth in Section 7.1(a).

     “Monthly Payment” shall have the meaning set forth in Section 4.1.

     “Operating Partnership” shall have the meaning set forth in the Recitals.

     “Parties” or “Party” shall have the meaning set forth in the introductory paragraph.

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

     “PPI” shall have the meaning set forth in Section 4.2(a).

     “Premises” shall have the meaning set forth in the Lease and Access Agreement.

     “Prime Rate” shall have the meaning given such term in the Throughput Agreement.

     “Purchase Agreement” shall have the meaning set forth in the Recitals.

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     “Refinery Complex” shall have the meaning set forth in the Recitals.

     “Relevant Assets” shall have the meaning set forth in the Lease and Access Agreement.

     “Standard Operating Practice” means such practices, methods, acts, techniques, and standards as are in accordance with the normal and customary practices in the industry and applicable Laws, and consistent with the historical operation of the Refinery Complex by Frontier El Dorado.

     “SUMF Assets” means the systems and facilities located at the Refinery Complex that are used in or necessary for the provision of the SUMF Items to El Dorado Logistics pursuant to this Agreement. The SUMF Assets shall include any Connection Facilities.

     “SUMF Items” shall have the meaning set forth in the Recitals.

     “Term” shall have the meaning set forth in Section 10.1.

     “Third Party” means any Person other than Frontier El Dorado, El Dorado Logistics or their respective Affiliates.

     “Throughput Agreement” means the Pipelines, Tankage and Loading Rack Throughput Agreement (El Dorado) by and between Frontier El Dorado and El Dorado Logistics dated the date hereof.

     1.2 Interpretation.

          (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”, “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, Exhibits and Schedules are, unless otherwise stated, references to Articles, Sections, Exhibits and Schedules of or to this Agreement. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

          (d) Exhibit A hereto forms an integral part of this Agreement and is equally binding therewith. Any reference to “this Agreement” shall include such Exhibit A.

          (e) References to a Person shall include any permitted assignee or successor to such party in accordance with this Agreement.

          (f) 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

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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.

          (g) The use of “or” is not intended to be exclusive unless explicitly indicated otherwise.

          (h) The words “includes,” “including,” or any derivation thereof shall mean “including without limitation.”

ARTICLE 2
RELATIONSHIP OF PARTIES

     2.1 Rights and Obligations.

     The Parties hereby enter into this Agreement for the purpose of setting forth their respective rights and obligations relating to the provision by Frontier El Dorado of the SUMF Items to El Dorado Logistics in connection with El Dorado Logistics’ ownership, operation and maintenance of the Relevant Assets.

     2.2 Nature of the Relationship.

          (a) Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party.

          (b) Frontier El Dorado and El Dorado Logistics recognize that portions of each of their respective businesses and operations are conducted within the Refinery Complex, and that necessary interactions result from such proximity. The respective businesses and operations of Frontier El Dorado and El Dorado Logistics will be managed and conducted by them, as independent companies, and each may act and conduct its business and operations independently wherever possible. Further, Frontier El Dorado and El Dorado Logistics recognize their mutual responsibility to support the capability of each other to continue to conduct their respective businesses and operations for routine and non-routine activities (including, but not limited to, start-ups, shut downs, turnarounds, emergencies and other infrequent events).

          (c) Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other Party. Frontier El Dorado, as the supplier of the SUMF Items, is acting solely as an independent contractor and is not an agent of El Dorado Logistics. The provision of the SUMF Items hereunder shall be under the sole supervision, control and direction of Frontier El Dorado and not El Dorado Logistics.

          (d) Notwithstanding El Dorado Logistics’ obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with applicable Laws, Frontier El Dorado and El Dorado Logistics acknowledge that Frontier El Dorado may, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its

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name. Consequently and also for the ease of administration, Frontier El Dorado may maintain in its name the air quality permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Laws; provided that upon Frontier El Dorado’s written request El Dorado Logistics shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce El Dorado Logistics’ obligations under Laws with respect to the Relevant Assets and Additional Improvements.

          (e) Notwithstanding the foregoing, El Dorado Logistics shall defend, indemnify, and hold harmless Frontier El Dorado and its representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys’ fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss or loss of use of, any property or inconvenience (a “Loss”) related to Frontier El Dorado’s performance under this Agreement (including the performance by Frontier El Dorado’s employees and contractors), except to the extent caused by the gross negligence or willful misconduct of Frontier El Dorado or its employees, agents or contractors. It being agreed that this indemnity is intended to indemnify Frontier El Dorado against the consequences of their own negligence or fault, even when Frontier El Dorado or its employees, agents or contractors are jointly, comparatively, contributively, or concurrently negligent with El Dorado Logistics, and even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of Frontier El Dorado or its employees, agents or contractors; however, such indemnity shall not apply to the sole or gross negligence or willful misconduct of Frontier El Dorado and its employees, agents or contractors. The indemnity set forth in this Section shall survive termination or expiration of this Agreement and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of the Annual Service Fee (as defined below) under any provision of this Agreement. If any proceeding is filed for which indemnity is required hereunder, El Dorado Logistics agrees, upon request therefor, to defend Frontier El Dorado in such proceeding at its sole cost using counsel satisfactory to Frontier El Dorado.

ARTICLE 3
PROVISION OF SUMF ITEMS

     3.1 Provision of SUMF Items.

          (a) During the Term of this Agreement, Frontier El Dorado shall make available and provide to El Dorado Logistics, in accordance with the terms and conditions of this Agreement, the SUMF Items described more fully on Exhibit A to this Agreement for use by El Dorado Logistics and any of its Affiliates and agents in connection with El Dorado Logistics’ ownership, operation and maintenance of the Relevant Assets and any Additional Improvements.

          (b) If El Dorado Logistics reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, El Dorado Logistics may deliver written notice of such claim. If Frontier El Dorado does not reasonably satisfy El Dorado Logistics’ claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if Frontier El

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Dorado does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then El Dorado Logistics may reject such SUMF Item and submit a proposal to Frontier El Dorado to reduce the amount of the Annual Service Fee in accordance with Section 4.3. If Frontier El Dorado refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9.

          (c) Frontier El Dorado shall notify El Dorado Logistics as soon as practicable of any actual or anticipated changes in the character of any SUMF Item or any actual or anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any SUMF Item.

          (d) Frontier El Dorado shall provide all SUMF Items and perform all services hereunder in accordance with Standard Operating Practice. The provision of all SUMF Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by Frontier El Dorado with respect to its own business at the Refinery Complex unless otherwise specified herein.

     3.2 Increased Quantities and Additional SUMF Items.

          (a) If subsequent to the date hereof increased quantities of any SUMF Item are reasonably required by El Dorado Logistics in connection with its ownership, operation or maintenance of the Relevant Assets or any improvements or additions thereto, Frontier El Dorado shall use commercially reasonable efforts to provide such increased quantities of such SUMF Item on the same terms and conditions set forth in Exhibit A, so long as the provision of such increased quantities does not interfere in any material respect with Frontier El Dorado’s operations at the Refinery Complex or require Frontier El Dorado to make a capital improvement to any SUMF Asset. If the provision by Frontier El Dorado of increased quantities of any SUMF Item as requested by El Dorado Logistics would require Frontier El Dorado to make such a capital improvement, then El Dorado Logistics may submit a request to Frontier El Dorado pursuant to Section 6.1. The Annual Service Fee with respect to increased quantities of any SUMF Item requested by El Dorado Logistics may be increased in accordance with Article 4 of this Agreement. Notwithstanding anything to the contrary herein, in the event that (i) El Dorado Logistics uses the Relevant Assets to provide services to third parties, (ii) El Dorado Logistics’ provision of such third-party services results in a material increase of any SUMF Item required by El Dorado Logistics, and (iii) provision of such SUMF Items is available to El Dorado Logistics from third-party vendors on commercially reasonable terms, then Frontier El Dorado may decline to provide such increased and additional SUMF Item. Further, if, in Frontier El Dorado’s sole discretion, the provision of any SUMF Item by Frontier El Dorado in connection with El Dorado Logistics’ provision of services to third parties could expose Frontier El Dorado or Frontier El Dorado’s assets to environmental risk or liability, then Frontier El Dorado may refuse to provide such SUMF Item in connection with El Dorado Logistics’ provision of services to third parties.

          (b) If subsequent to the date hereof one or more additional SUMF Items not specifically described herein, but which are being produced or utilized by Frontier El Dorado or its Affiliates in the normal course of their operations at the Refinery Complex (“Additional SUMF Items”), are or become reasonably necessary to operate or maintain the Relevant Assets

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and any Additional Improvements, Frontier El Dorado shall use commercially reasonable efforts to provide such Additional SUMF Items on terms and conditions consistent with the provision of the existing SUMF Items by Frontier El Dorado. The Annual Service Fee with respect to such Additional SUMF Items may be increased in accordance with Article 4 of this Agreement.

     3.3 Use of SUMF Items. El Dorado Logistics agrees to utilize the SUMF Items solely in connection with its ownership, operation and maintenance of the Relevant Assets and any Additional Improvements; provided, however, that no provision of this Agreement shall obligate El Dorado Logistics in any way to utilize all or part of the SUMF Items.

     3.4 SUMF Assets. Subject to Article 8, Frontier El Dorado shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by El Dorado Logistics under Article 6 or undertaken by El Dorado Logistics under Article 5, Frontier El Dorado shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets.

     3.5 Access. Section 2.2 of the Lease and Access Agreement sets forth the relative rights of El Dorado Logistics and Frontier El Dorado with respect to (a) access by El Dorado Logistics to the buildings and other assets owned or leased by Frontier El Dorado located at the Refinery Complex that are reasonably necessary for the operation of the Relevant Assets and any Additional Improvements and (b) access by Frontier El Dorado to the Premises in order to inspect, repair or maintain any SUMF Assets, and such section is incorporated herein by reference.

ARTICLE 4
ANNUAL SERVICE FEE

     4.1 Annual Service Fee; Monthly Payment. Within thirty (30) days following the end of each calendar month, El Dorado Logistics will pay Frontier El Dorado an amount equal to one-twelfth (1/12) (the “Monthly Payment”) of the aggregate of all fees set forth on Exhibit A (the “Annual Service Fee”) for the provision by Frontier El Dorado and its Affiliates to El Dorado Logistics during such calendar month of all the SUMF Items described in Exhibit A. The Monthly Payment for the first month under the Term of this Agreement will be prorated based on the number of days elapsed from the date of this Agreement through the last day of the first calendar month and the number of days in such calendar month.

     4.2 Increases in Annual Service Fee.

          (a) The Annual Service Fee shall be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that the Annual Service Fee shall never be increased by more than 3% for any such calendar year. 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

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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 there will be no change in the Annual Service Fee. If the above index is no longer published, then Frontier El Dorado and El Dorado Logistics shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Annual Service Fee. If the Parties are unable to agree, a new index will be determined by binding arbitration in accordance with Section 9.1(d) herein.

          (b) Frontier El Dorado may also increase the Annual Service Fee for any calendar year by an amount equal to the actual cost to Frontier El Dorado of providing increased quantities of any SUMF Item or of providing any Additional SUMF Items pursuant to Sections 3.2(a) and (b) of this Agreement.

ARTICLE 5
CONNECTION FACILITIES

     5.1 Connection Facilities.

          (a) Where necessary, El Dorado Logistics shall install or cause to be installed, at the expense of El Dorado Logistics or Frontier El Dorado as mutually agreed, one or more Connection Facilities, which shall be of a quality and type reasonably necessary to establish appropriate interconnections between the Relevant Assets and the SUMF Assets. The design of any necessary Connection Facilities shall be submitted by El Dorado Logistics for review by Frontier El Dorado. Frontier El Dorado shall have thirty (30) days in which to notify El Dorado Logistics of any modifications that are necessary to conform the design to Standard Operating Practices and to comply with requirements of Governmental Authorities, otherwise Frontier El Dorado shall be deemed to have approved such design.

          (b) Frontier El Dorado and El Dorado Logistics shall reasonably cooperate with one another with respect to the installation, operation and maintenance of the Connection Facilities so as to minimize any disruption to the operation of the Refinery Complex, the Relevant Assets and the SUMF Assets.

ARTICLE 6
CAPITAL IMPROVEMENTS

     6.1 Capital Improvements Relating to Provision of SUMF Items. El Dorado Logistics may submit from time to time to Frontier El Dorado written requests for Frontier El Dorado to undertake capital improvement projects relating to the provision by Frontier El Dorado of SUMF Items. Any such requests shall specify in reasonable detail the capital improvements to be made, any permits that may be required, the estimated cost of such capital improvements, any proposed changes to this Agreement, and any other relevant information relating to such capital improvement project. Frontier El Dorado agrees that it will consider in good faith any such request, but Frontier El Dorado shall have no obligation to agree to undertake any such capital improvement project and may reject any request by El Dorado Logistics. Frontier El Dorado shall provide El Dorado Logistics a written explanation for the rejection of any request. If

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Frontier El Dorado agrees to undertake any such capital improvement project, El Dorado Logistics shall be responsible for all costs associated with such project, without duplication of other amounts paid or payable by El Dorado Logistics under this Agreement, including, without limitation: (i) the cost of completing the capital improvements; (ii) Frontier El Dorado’s costs and expenses incurred in connection with such project; and (iii) any increased costs of operation incurred or to be incurred by Frontier El Dorado as a result of such project; provided, however, that if other Persons receive any of the benefits of such capital improvement project, such other Persons shall bear their respective pro rata shares of all costs associated with such project (based upon and only to the extent of the relative benefits received by them), and El Dorado Logistics’ costs with respect thereto shall be reimbursed by Frontier El Dorado as, when, if and to the extent savings are received or as, when, if and to the extent the other Person utilizes such benefits.

ARTICLE 7
MONITORING COMMITTEE

     7.1 Monitoring Committee.

          (a) Frontier El Dorado and El Dorado Logistics shall jointly establish a committee (the “Monitoring Committee”) to review the performance of this Agreement and the provision of SUMF Items hereunder in an effort to ensure the smooth and efficient performance of this Agreement. The Monitoring Committee shall be comprised of one representative from Frontier El Dorado and one representative from El Dorado Logistics. In addition, other representatives that such Parties may reasonably require shall report to, and attend meetings of, the Monitoring Committee.

          (b) The Monitoring Committee shall meet, either in person, by telephone, or other means mutually acceptable to the members of the Monitoring Committee, within three (3) months of the date of this Agreement and thereafter no less than once every six (6) months throughout the Term (other than where the Parties agree that such a periodic meeting is not necessary) and as otherwise reasonably requested by a Party.

          (c) The Monitoring Committee shall endeavor in good faith to resolve issues raised by either of the Parties in respect of the performance of this Agreement and the provision of any SUMF Item hereunder. The Monitoring Committee shall review the performance of the Parties in the provision and receipt of SUMF Items under this Agreement and shall consider any proposed improvement plans.

          (d) The Monitoring Committee shall have the authority to develop modifications or amendments to the Exhibits to this Agreement on behalf of the Parties; however, to become effective any such modifications or amendments must be in writing and be duly signed by the Parties. The Monitoring Committee shall, as needed to carry out its duties under this Article 7, develop mutually agreed protocols and administrative procedures.

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ARTICLE 8
LIABILITY AND INDEMNIFICATION

     8.1 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, neither Party nor its respective Affiliates shall be liable, responsible or accountable in damages or otherwise to the other Party or its respective Affiliates for any INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS AGREEMENT, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH EL DORADO LOGISTICS, FRONTIER EL DORADO OR THEIR RESPECTIVE AFFILIATES WOULD BE LIABLE UNDER THIS ARTICLE 8.

     8.2 Indemnification.

          (a) EL DORADO LOGISTICS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS FRONTIER EL DORADO AND ITS AFFILIATES FROM AND AGAINST ANY ADVERSE CONSEQUENCES RESULTING OR ARISING FROM, OR ATTRIBUTABLE TO (A) THE FAILURE TO PERFORM ANY COVENANT OR AGREEMENT MADE OR UNDERTAKEN BY EL DORADO LOGISTICS IN THIS AGREEMENT OR (B) ANY ACTS OR OMISSIONS OF EL DORADO LOGISTICS AND ITS AFFILIATES IN CONNECTION WITH THE PERFORMANCE OF EL DORADO LOGISTICS’ OBLIGATIONS UNDER THIS AGREEMENT THAT CONSTITUTE NEGLIGENCE, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

          (b) FRONTIER EL DORADO SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS EL DORADO LOGISTICS AND ITS AFFILIATES FROM AND AGAINST ANY ADVERSE CONSEQUENCES RESULTING OR ARISING FROM, OR ATTRIBUTABLE TO (A) THE FAILURE TO PERFORM ANY COVENANT OR AGREEMENT MADE OR UNDERTAKEN BY FRONTIER EL DORADO IN THIS AGREEMENT OR (B) ANY ACTS OR OMISSIONS OF FRONTIER EL DORADO AND ITS AFFILIATES IN CONNECTION WITH THE PERFORMANCE OF FRONTIER EL DORADO’S OBLIGATIONS UNDER THIS AGREEMENT THAT CONSTITUTE NEGLIGENCE, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

     8.3 Specific Performance. Notwithstanding anything to the contrary contained in this Agreement, including this Article 8, each Party shall be entitled to specific performance of the obligations of the other Party under this Agreement.

     8.4 Survival. The provisions of this Article 8 shall survive the termination of this Agreement.

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ARTICLE 9
DISPUTE RESOLUTION

     9.1 Dispute Resolution.

          (a) 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 this Article 9.

          (b) In the event of a Dispute between the Parties, the Parties shall, within ten (10) days of a written request by either Party to the other Party, meet in good faith to resolve such Dispute.

          (c) Any Dispute that cannot be resolved by the Parties shall be submitted to the Monitoring Committee which shall endeavor to amicably resolve the Dispute. The Parties shall provide the Monitoring Committee with such information as it reasonably requires to enable it to determine the issues relevant to the Dispute.

          (d) If the Parties are unable to resolve the dispute within fifteen (15) days after submission of such dispute to the Monitoring Committee (or such other period as may be agreed by the Parties), either Party may submit the matter to arbitration in accordance with the terms of the Throughput Agreement; provided, however, that (i) the term “this Agreement” when used therein shall be deemed to refer to this Agreement, (ii) the term “parties hereto” shall be deemed to refer to the Parties to this Agreement, (iii) any reference to a Party therein shall be deemed to refer to a Party under this Agreement, and (iv) the term “Frontier El Dorado” shall be deemed to refer to Frontier El Dorado Refining LLC and the term “El Dorado Logistics” shall be deemed to refer to El Dorado Logistics LLC.

          (e) 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.

          (f) Resolution of any Dispute between the Parties involving payment of money by one Party to the other shall include payment of interest at the Prime Rate from the original due date of such amount.

          (g) Each Party shall, in addition to all rights provided herein or provided by Law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder.

ARTICLE 10
TERM AND TERMINATION

     10.1 Term. This Agreement shall be in full force and effect on and from the date hereof and shall continue for a term that is co-terminous with the Lease and Access Agreement (the “Term”) such that if the Lease and Access Agreement is terminated or expires for any reason, this Agreement shall also be deemed to have terminated on the same date of the termination or expiration of the Lease and Access Agreement.

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     10.2 Termination by Frontier El Dorado. Frontier El Dorado may, in addition to its other remedies, terminate this Agreement as a whole in any one of the following circumstances:

          (a) if a Bankruptcy Event occurs and is continuing in relation to El Dorado Logistics or its Affiliates and El Dorado Logistics does not provide adequate assurances to Frontier El Dorado within thirty (30) days of the occurrence of the Bankruptcy Event that El Dorado Logistics will continue to pay the Annual Service Fee and other charges on the terms and conditions of this Agreement;

          (b) with no less than thirty (30) days prior written notice following a decision by El Dorado Logistics to discontinue the operation of all or substantially all of the Relevant Assets and any Additional Improvements; or

          (c) if El Dorado Logistics without proper justification fails to pay any undisputed Annual Service Fee (or portion thereof) or other charge within thirty (30) days of the date when such payment became due, and such failure continues thereafter for a period of thirty (30) days after written notice from Frontier El Dorado.

     10.3 Effect of Termination.

          (a) Each Party shall use its reasonable commercial efforts to minimize any adverse effect to the other Party resulting from the termination of the rendering, in whole or in part, of any SUMF Item under this Agreement.

          (b) Within sixty (60) days after termination of this Agreement in whole, Frontier El Dorado shall provide El Dorado Logistics with a final accounting of the amount of (i) any Annual Service Fee and other applicable charges due with respect to the period beginning on January 1 of the calendar year in which the termination occurred and ending on the effective date of the termination; and (ii) any unpaid and undisputed Annual Service Fee and other applicable charges attributable to the prior calendar year. If El Dorado Logistics agrees with the total amount shown on the final accounting, El Dorado Logistics shall pay to Frontier El Dorado such amount within thirty (30) days following the receipt of such final accounting. The Parties shall meet in good faith to resolve any Dispute relating to the final accounting as expeditiously as possible.

          (c) Any termination of this Agreement, either in whole or in part, and termination of any individual SUMF Item shall be without prejudice to the accrued rights, remedies and liabilities of the Parties at the time of such termination and all provisions of this Agreement necessary for the full enjoyment thereof shall survive termination for the period so necessary.

          (d) If there is a Dispute regarding the termination of this Agreement or a SUMF Item under this Article 10, then no termination shall occur until thirty (30) days following resolution of the Dispute or by written agreement of the Parties.

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ARTICLE 11
GENERAL PROVISIONS

     11.1 Force Majeure. In the event of El Dorado Logistics or Frontier El Dorado being rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, it is agreed that on such Party’s giving notice and full particulars of such Force Majeure to the other Party as soon as practicable after the occurrence of the cause relied on, then the obligations of the parties, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall, as far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirements that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty. Notwithstanding anything in this Agreement to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

     11.2 Intellectual Property Rights. Neither this Agreement nor the performance by either of the Parties of its duties hereunder shall operate to convey, license or otherwise transfer from one Party to the other any patent, know-how, trade secrets or other intellectual property rights. The copyright, property and any other rights in any document or material supplied under this Agreement shall, in the absence of any express provision to the contrary thereon, remain with the disclosing Party.

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

          Notices to Frontier El Dorado:

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: President
Email address: president@hollyfrontier.com

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

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c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyfrontier.com

          Notices to El Dorado Logistics:

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, TX 75201
Attn: President
Email address: president@hollyenergy.com

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

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyenergy.com

          Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 11.3.

     11.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms 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 hereby is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     11.5 Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof.

     11.6 Waiver. To be effective, any waiver of any right under this Agreement must be in writing and signed by a duly authorized officer or representative of the Party bound thereby.

     11.7 Incorporation by Reference. Any reference herein to any Exhibit to this Agreement will incorporate such Exhibit herein as if it were set out in full in the text of this Agreement.

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     11.8 Succession and Assignment. This Agreement may be assigned in connection with, and subject to the terms and conditions set forth in Section 13(b) of the Throughput Agreement, which such terms and conditions are incorporated herein by reference. Notwithstanding anything to the contrary herein or in the Throughput Agreement, Frontier El Dorado may engage third-party contractors to perform any of the services or actions Frontier El Dorado is required to perform hereunder without El Dorado Logistics’ prior consent.

     11.9 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

     11.10 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto.

     11.11 No Third Party Beneficiaries. No Person not a Party to this Agreement will have any rights under this Agreement as a third party beneficiary or otherwise.

     11.12 Governing Law. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     11.13 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of both Parties will be required. If, during the Term of this Agreement, changes in the operations, facilities or methods of either Party will materially benefit a Party without detriment to the other Party, the Parties commit to each other to make reasonable efforts to cooperate and assist each other.

     11.14 Further Assurances. The Parties shall execute such additional documents and shall cause such additional actions to be taken as may be required or, in the judgment of any Party, be necessary or desirable, to effect or evidence the provisions of this Agreement and the transactions contemplated hereby.

     11.15 Recording. Upon the request of any Party, El Dorado Logistics and Frontier El Dorado shall execute, acknowledge, deliver and record a “short form” memorandum of this Agreement.

     11.16 Conflicts Between Agreements. In the event a conflict between the terms and conditions contained in the Throughput Agreement or the other Ancillary Agreements and this Agreement arises in connection with any matter pertaining to the provision of the SUMF Items, the terms and conditions contained in the Throughput Agreement will govern. Nothing contained in this Agreement shall be deemed to limit or restrict El Dorado Logistics’ rights to fully use and enjoy the rights and benefits it has under the Purchase Agreements or the other Ancillary Agreements.

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     11.17 Counterparts. This Agreement may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers or representatives to be effective as of November 1, 2011.

Frontier El Dorado:
	FRONTIER EL DORADO REFINING LLC, a Delaware limited liability company
	By:
	Name: James M. Stump
	Title: Senior Vice President, Refinery Operations
El Dorado Logistics:
	EL DORADO LOGISTICS LLC,
	a Delaware limited liability company
	By:
	Name: Mark T. Cunningham
	Title: Vice President, Operations

Signature Page –
Site Services Agreement (El Dorado)

EXHIBIT A

Frontier El Dorado will supply the services listed on this Exhibit A to El Dorado Logistics with respect to El Dorado Logistics’ ownership, operation and maintenance of the Relevant Assets. El Dorado Logistics will pay Frontier El Dorado the Annual Service Fee of $360,000 (such payment to be made in monthly installments) for these services.

• Wastewater Processing — Provided that the Kansas Department of Health and Environment (“KDHE”) does not object, all waste water treatment will be supplied to El Dorado Logistics by Frontier El Dorado from existing Refinery Complex sources. This treatment pertains to dock and sump materials generated during the normal course of operations and includes sump generated waste materials. The Parties acknowledge that KDHE may impose pre-treatment standards on any waste waters that El Dorado Logistics releases to Frontier El Dorado for processing.

• Fire Protection — Frontier El Dorado will provide response support in the event of an emergency. Frontier El Dorado will maintain the existing tank farm fire water system and any necessary improvements will be made by Frontier El Dorado.

• Security — All security patrols, monitoring and surveillance will be provided to El Dorado Logistics by Frontier El Dorado.

• Utilities — All gas, water and steam will be furnished by Frontier El Dorado for operation of all the Relevant Assets within the Refinery Complex.

• Air Permit — Frontier El Dorado will retain the Relevant Assets on all applicable air permits and will handle all agency reporting requirements. El Dorado Logistics will supply field data to Frontier El Dorado necessary for Frontier El Dorado to fulfill its reporting requirements.

• Solid / Hazardous Waste Processing — Under the provisions of the Resource Conservation and Recovery Act (RCRA) El Dorado Logistics and Frontier El Dorado will be co-generators of any solid / hazardous wastes that may be generated by El Dorado Logistics at the contiguous facility. Any such wastes shipped under a hazardous waste manifest will show Frontier El Dorado as the generator. At the propane terminal located near the Refinery Complex, El Dorado Logistics will be the sole generator.

• Spill Prevention Control and Countermeasures (SPCC) Plan — Frontier El Dorado will maintain a facility-wide SPCC plan clearly identifying those assets owned by both parties and their resultant responsibilities.

• IT Infrastructure — El Dorado Logistics will be entitled to access and use of all necessary IT infrastructures for the operation of the Relevant Assets. Frontier El Dorado will maintain all IT infrastructures.

Exhibit A - 1

• Office Space — Frontier El Dorado will furnish necessary office space for the employees of El Dorado Logistics.

• Parking —Frontier El Dorado will provide parking necessary for El Dorado Logistics’ employees’ personal vehicles, El Dorado Logistics’ company-owned vehicles, and auxiliary maintenance equipment.

• Maintenance, Warehouse Storage and Shop — Frontier El Dorado will provide all warehouse storage necessary to store maintenance and spare part inventories for El Dorado Logistics’ exclusive use. These storage areas will be secured and controlled separate from Frontier El Dorado’s warehouse operations.

• Contract Maintenance Labor — Frontier El Dorado will provide maintenance labor to El Dorado Logistics on an as-needed basis. Frontier El Dorado will charge El Dorado Logistics an agreed hourly rate for the maintenance services.

• Laydown Area — Frontier El Dorado will provide El Dorado Logistics an outdoor laydown area for maintenance and project activities. The area will be separate from Frontier El Dorado’s laydown area.

• LDAR Monitoring and Reporting — Frontier El Dorado will provide to El Dorado Logistics services necessary to perform leak monitoring on all Relevant Assets within the Refinery Complex as required by any applicable consent decrees. Frontier El Dorado’s and El Dorado Logistics’ employees will be included in the refinery LDAR training program. Frontier El Dorado will provide data to El Dorado Logistics on all LDAR surveillance activities.

• PSM — Frontier El Dorado will include all Relevant Assets in the PSM program and procedures. Frontier El Dorado will provide all necessary PSM management and administrative services. El Dorado Logistics will participate in all processes necessary under PSM in order to maintain compliance.

• Laboratory Services — Frontier El Dorado will provide all laboratory services necessary for quality control, blending and regulatory activities. The services will include analysis of samples from blend stocks, finished products and crude oils.

• Telephones — Frontier El Dorado will provide all local and long distance telephone (land line only) service.

• Knock Engines — Frontier El Dorado will provide all maintenance and calibration of the knock engines.

Exhibit A - 2

EXHIBIT I

Form of Cheyenne Lease and Access Agreement

EXHIBIT J

Form of El Dorado Lease and Access Agreement

EXHIBIT K

Form of Restated Omnibus Agreement

EXHIBIT L

Form of Subordinate Mortgages/Subordinate Security Agreement

[SUBJECT TO MODIFICATION TO COMPLY WITH APPLICABLE LOCAL LAW AND RECORDING REQUIREMENTS]

PREPARED BY AND WHEN
RECORDED RETURN TO:

____________________
____________________
____________________
____________________

NOTICE OF CONFIDENTIALITY RIGHTS: If you are a natural person, you may remove or strike any or all of the following information from this instrument in the public records: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

                    ,
A                     
AS GRANTOR

TO

                    ,
AS TRUSTEE

FOR THE BENEFIT OF

                    ,
A                     
AS BENEFICIARY

DATED EFFECTIVE AS OF __________ ___, 201__

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

     This MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the _____ day of __________, 201__, by ____________________, a ____________________ (“Grantor”), having an address for notice at ____________________, to ____________________, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is ____________________, for the benefit of the herein below defined Beneficiary.

W I T N E S S E T H:

ARTICLE 1

DEFINITIONS

1.1 Definitions. As used herein, the following terms shall have the following meanings:

(a) Asset Leases. All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Assets are located, including, without limitation, the leases described on Exhibit B, if any.

(b) Assets. The pipelines, storage tanks, loading and/or unloading racks, and other assets described on Exhibit A.

(c) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.

(d) Beneficiary: ____________________, a ____________________ whose address for notice hereunder is ___________________.

(e) Contracts: The contracts, agreements, leases and other legally binding rights and obligations of Grantor, to the extent such contracts, agreements, leases or other legally binding rights or obligations cover, include or relate to all or any portion of the Real Property or the Assets, if any, but excluding those contracts and agreements constituting Leases and Easements.

(f) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.

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(g) Easements: All easements, rights-of-way, property use agreements, line rights and real property licenses required to operate the Assets now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit B, if any.

(h) Equipment. To the extent same do not constitute Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor.

(i) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

(j) Fee Land. All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Assets are located including, without limitation, the property held in fee by Grantor described on Exhibit B, if any

(k) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in connection with (temporarily or permanently) the Real Property or the Assets, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(l) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(m) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(n) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(o) Improvements: All structures, fixtures and appurtenances located on the Real Property, and now or hereafter owned by Grantor, including, without limitation, the

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Assets (to the extent the same constitute structures, fixtures or appurtenances located on the Real Property and are now or hereafter owned by Grantor).

(p) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all Asset Leases and any other leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(q) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(r) Mortgaged Property: The Subject Property, together with:

(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(s) Obligations: Shall have the meaning given such term in Section 2.1.

(t) Permits: All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Assets, including, without limitation, right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities, in each case to the extent the same are assignable.

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(u) Permitted Encumbrances: Any of the following matters:

(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Assets (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as hereinafter defined) or in compliance with the approvals or directives of the other parties made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement or any instrument securing the Senior Bank Liens); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey

4

with respect to the Assets; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting all or any portion of the Real Property which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(v) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(w) Personalty: The Equipment and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in __________, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(x) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through or stored in or at the Assets.

(y) Purchase Agreement: That certain ____________________dated as of __________________, 201__, between ____________________and ___________________.

(z) Real Property: Collectively, the Fee Land, the real property subject to the Asset Leases, the real property subject to the Easements, and any Improvements now or hereafter located on any of the foregoing.

(aa) Records: All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Subject Property.

(bb) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(cc) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(dd) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance

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and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the real property records of ___________________.

(ee) Subject Property: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of the Assets:

(i)	The Assets;
(ii)	The Fee Land;
(iii)	The Asset Leases;
(iv)	The Easements;
(v)	The Improvements;
(vi)	The Equipment;
(vii)	The Contracts;
(viii)	Intellectual property rights and related computer software;
(ix)	The Permits; and
(x)	The Records.

(ff) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

(gg) Throughput Agreement: Subject to Section 11.20, that certain ____________________ dated as of ____________________, 201__, by and between ____________________ and ____________________, as such agreement has been amended to date or may be amended, amended and restated, replaced, or otherwise modified at any time in the future.

(hh) UCC. The Uniform Commercial Code, as codified and in effect in the State of _________.

ARTICLE 2

GRANT

2.1 Grant To secure and enforce the prompt performance and compliance by ____________________ of all obligations set forth for such Persons in the Throughput

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Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against ____________________ and/or the Mortgaged Property resulting from any rejection of the Throughput Agreement by any such Person in any bankruptcy or insolvency proceeding involving ____________________, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2 Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN __________ SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $__________, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

	Grantor hereby unconditionally warrants and represents to Beneficiary as follows:
3.1	Organization and Power. Grantor is a ____________________ duly organized, validly existing and in good standing under the laws of the State of __________, has complied with all conditions prerequisite to its doing business in the State of __________, and has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s general partner, sole member or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents

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constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.

3.3

Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

3.4

Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

     Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

     Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens

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of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

     By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

     The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following:

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) ____________________ shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a

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receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.

7.3

Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.

7.4

Rejection of Throughput Agreement. A rejection, by or on behalf of Grantor or ____________________, of the Throughput Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by ____________________ has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.7.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Foreclosure and Sale. Sell or offer for sale the Mortgaged Property, in such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder, for cash, at public auction. Such sale and notice thereof shall be made (i) in accordance with the then applicable provisions of Section __________ of the ____________________ (or any successor statute), or (ii) by accomplishing all or any of the aforesaid in such manner as permitted or required by __________ of the ____________________ or by Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other present or subsequent amendments or enactments relating to same. If the Mortgaged Property is situated in more than one county, all required notices shall be given in each such county, and such notices shall designate the county in which the Mortgaged Property will be sold. The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be prima facie evidence of such fact. At any such sale (A) whether made under the power herein contained, the aforesaid ____________________, the UCC, any other requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Trustee to have been physically present, or to have constructive possession of, the Mortgaged Property (Grantor hereby covenanting and agreeing to deliver to Trustee any portion of the Mortgaged Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale, (B) each instrument of conveyance executed by Trustee shall contain a general warranty of title, binding upon Grantor, (C) each and every recital contained in any instrument of conveyance made by Trustee shall be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, non-payment of the Obligations, advertisement and conduct of such sale in the manner provided therein and otherwise by law, and appointment of any successor Trustee hereunder, (D) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (E) the receipt of Trustee or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money, and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof, (F) to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Mortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Grantor and against any and all other

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persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Grantor, and (G) to the extent and under such circumstances as are permitted by law, Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale.

(e) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Throughput Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, ____________________, nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s

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election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

8.6

Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.

8.7

Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to ____________________ under the terms of the Throughput Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:

(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d) fourth, to Grantor.

8.8 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY

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HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.8 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.

ARTICLE 9

SECURITY AGREEMENT

9.1 Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the UCC with respect to the Personalty, Fixtures and Leases. To this end, Grantor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED,

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AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.

9.2	Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.
9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid UCC in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the UCC. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(d) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Throughput Agreement, and/or (c) the Throughput Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of ____________________ set forth in Section 2(c) of the Throughput Agreement shall no longer be applicable, and/or (d) at any time Grantor’s (or ____________________, in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b)

15

above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

ARTICLE 10

CONCERNING THE TRUSTEE

10.1

No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.

10.2

Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered.

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	Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.
10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.
10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to,

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or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or ____________________ to the extent provided in the Throughput Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices.

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

Grantor:	____________________
	____________________
	____________________
	Attn: ____________________
	Email address: ____________

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

	____________________
	____________________
	____________________
	Attn: ____________________
	Email address: ____________
Beneficiary:	____________________
	____________________
	____________________
	Attn: ____________________
	Email address: ____________

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

____________________

____________________

____________________

Attn: ____________________

Email address: ____________

(b) Any party may at any time change its address for service by giving notice to the other parties in accordance with this Section 11.5.

11.6

No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.

11.7

Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or

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other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damages, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.

11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
11.11	Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or provisions of this Deed of Trust conflict with any terms or provisions of the Throughput Agreement, the terms or provisions of the Throughput Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.

20

11.12	Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.
11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of __________ and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.
11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Throughput Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee (with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Throughput Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Throughput Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Throughput Agreement, (d) the nature of any amendments or modifications of the

21

Throughput Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Throughput Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Throughput Agreement, and (g) such other factual matters as may be reasonably requested.

11.19

Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

11.20

Throughput Agreements. Notwithstanding the fact that neither Grantor nor Beneficiary is a party to the Throughput Agreement in effect as of the date of this Deed of Trust, for purposes of this Deed of Trust, (a) Grantor agrees to be bound by the terms of the Throughput Agreement to which ____________________ is bound, and (b) by accepting this Deed of Trust, Beneficiary agrees to be bound by the terms of the Throughput Agreement to which ____________________is bound. Grantor acknowledges, and by accepting this Deed of Trust Beneficiary acknowledges, that (i) Grantor is a wholly-owned subsidiary of ____________________, (ii) ____________________ is a wholly-owned subsidiary of Beneficiary, and (iii) the Throughput Agreement governs the operation of the Assets that constitute a portion of the collateral under this Deed of Trust, and, as a result, both Grantor and Beneficiary will receive substantial benefit in connection with the Throughput Agreement. [NOTE: This paragraph is subject to revision or deletion to account for the parties to the applicable Throughput Agreement.]

[SIGNATURE PAGE TO FOLLOW]

22

     WITNESS THE EXECUTION HEREOF as of the date first above written.

____________________
By:
	____________________, its ____________
	By:
	Name:
	Title:

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	____________________
ORGANIZATIONAL NUMBER OF GRANTOR:	____________________

Signature Pages — Subordinated Mortgage

THE STATE OF __________	§
	§
COUNTY OF ____________	§

     This instrument was acknowledged before me on ____________________, 201__, by ____________________, ____________________of ____________________, a ____________________, ____________________of ____________________, a ____________________, on behalf of said ___________________.

Notary Public, State of __________

My Commission Expires:

Acknowledgment Pages — Subordinated Mortgage

EXHIBIT A

ASSETS

A-1

EXHIBIT B

REAL PROPERTY

B-1

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
____________________
____________________
____________________
____________________

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of December ___, 201__, among ____________________, in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and ____________________, a ____________________ (“Holly”).

RECITALS:

     A. ____________________, a ____________________ (“____________________”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with ____________________ or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain ____________________ dated as of ____________________ (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated ____________________, executed by ____________________ and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain ____________________ dated effective as of ____________________ (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore

Attachment 1-1

and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), ____________________, a ____________________ (“Grantor”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the Property (defined below), including the Realty Collateral (as defined in the Senior Mortgages) described on Exhibit A attached hereto. As used herein, “Property” shall mean the Mortgaged Property, as such term is defined in the Senior Mortgages.

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain ____________________ dated as of ____________________, by and between ____________________, a ____________________ (“____________________”) and ____________________ (together with any amendments, restatements or modifications from time to time made thereto, the “Throughput Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of ____________________ executed by Grantor to ____________________, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in ___________________.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Throughput Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

Attachment 1-2

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Throughput Agreement (including Holly’s right to quiet enjoyment under the Throughput Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Throughput Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________, on the one hand, and Holly, on the other hand, the obligations of Grantor and ____________________, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

Attachment 1-3

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (A) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (B) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation

Attachment 1-4

to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

     As used in this Section 2, the following terms shall have the following meanings:

     “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Throughput Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

Attachment 1-5

     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Throughput Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

     4. Throughput Agreement. Administrative Agent recognizes and confirms that the Throughput Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Throughput Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, ____________________ obligations under the Throughput Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Throughput Agreement or otherwise. Holly shall not amend, modify or supplement the Throughput Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that ____________________ would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Throughput Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Throughput Agreement (or any other rights of Holly under the Throughput Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Throughput Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Throughput Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Throughput Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Throughput Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall,

Attachment 1-6

promptly upon request by Holly, enter into a Throughput Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Throughput Agreement) and conditions as the rejected or terminated Throughput Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

     5. Attornment With Respect to the Throughput Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Throughput Agreement; provided, that, except for Holly’s express rights and remedies under the Throughput Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of Grantor or ____________________ (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Throughput Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Throughput Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Throughput Agreement, (d) the nature of any amendments or modifications of the Throughput Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Throughput Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against Grantor or _____________________ under the Throughput Agreement, and (g) such other factual matters as may be reasonably requested.

     7. [Intentionally Omitted].

     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

     9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier or email, addressed as follows:

Attachment 1-7

If to Administrative Agent:	____________________
	____________________
	____________________
	____________________
If to Holly:	____________________
	____________________
	____________________
	____________________

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

____________________

____________________

____________________

____________________

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier or email shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and _____________________ has assigned to Administrative Agent its rights under the Throughput Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of ____________________ under the Throughput Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and ____________________ under the Throughput Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “____________________” as used herein shall include the successors and assigns of ____________________ under the Throughput Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the

Attachment 1-8

improvements now or hereafter located thereon and the estates therein encumbered by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Throughput Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by ____________________, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

     16. Throughput Agreements. Notwithstanding the fact that neither Grantor nor Holly is a party to the Throughput Agreement in effect as of the date of this Agreement, for the purpose of this Agreement, (a) Grantor agrees to be bound by the terms of the Throughput Agreement to which ____________________ is bound, and (b) ____________________ agrees to be bound by the terms of the Throughput Agreement to which ____________________ is bound. Grantor and Holly acknowledge that (i) Grantor is a wholly-owned subsidiary of ____________________, (ii) ____________________ is a wholly-owned subsidiary of Holly, and (iii) the Throughput Agreement governs the operation of the pipelines that constitute a portion of the collateral under the Holly Mortgage, and, as a result, both Grantor and Holly will receive substantial benefit in connection with the Throughput Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:	, as Administrative Agent
	By:
	Name:
	Title:
HOLLY:
	By:
	Name:
	Title:

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

:
	By:	, its
		By:
		Name:
		Title:

Attachment 1-11

THE STATE OF __________	§
	§
COUNTY OF ____________	§

     THIS INSTRUMENT was acknowledged before me on _______________, by ____________________, ____________________ of ____________________, a ____________________, as Administrative Agent, on behalf of such ___________________.

                                                                     
My Commission Expires

Notary Public in and for the State of __________

Printed Name of Notary

Attachment 1-12

THE STATE OF __________	§
	§
COUNTY OF ____________	§

     THIS INSTRUMENT was acknowledged before me on _______________, by ____________________, ____________________of ____________________, a ____________________, on behalf of such ___________________.

                                                                   
My Commission Expires

Notary Public in and for the State of __________

Printed Name of Notary

Attachment 1-13

THE STATE OF __________	§
	§
COUNTY OF ____________	§

     This instrument was acknowledged before me on _______________, by ____________________, ____________________ of ____________________, a ____________________ ____________________ of ____________________, a ____________________, on behalf of said ___________________.

My Commission Expires

Notary Public in and for the State of __________

Printed Name of Notary

Attachment 1-14

EXHIBIT A

DESCRIPTION OF REALTY COLLATERAL

Attachment 1-15

EX-10.2

Exhibit 10.2

EXECUTION VERSION

TANKAGE, LOADING RACK AND CRUDE OIL RECEIVING
THROUGHPUT AGREEMENT
(CHEYENNE)

     This Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (this “Agreement”) is dated as of November 9, 2011 to be effective as of the Effective Time (as defined below), by and between Frontier Refining LLC, a Delaware limited liability company (“Frontier Cheyenne”), and Cheyenne Logistics LLC, a Delaware limited liability company (“Cheyenne Logistics”). Each of Frontier Cheyenne and Cheyenne Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

     WHEREAS, pursuant to that certain LLC Interest Purchase Agreement dated effective as of November 1, 2011 (the “Purchase Agreement”) by and among HollyFrontier Corporation, a Delaware corporation (“HollyFrontier”), Frontier El Dorado Refining LLC, a Delaware limited liability company, Frontier Cheyenne, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Purchaser”), and Holly Energy Partners, L.P., a Delaware limited partnership, Purchaser acquired all of the limited liability company interests in Cheyenne Logistics and became the sole member thereof (the “Sale”);

     WHEREAS, prior to the Sale, Cheyenne Logistics acquired certain crude oil receiving, storage tank and loading rack assets located at Frontier Cheyenne’s refinery in Cheyenne, Wyoming (the “Refinery”); and

     WHEREAS, in connection with the closing of the transactions contemplated under the Purchase Agreement, Frontier Cheyenne and Cheyenne Logistics desire to enter into this Agreement.

     NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:

     Section 1. Definitions

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

     “Affiliate” means, with to 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

Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne)

Affiliate of an HEP Entity, and no HEP Entity will be considered an Affiliate of a HollyFrontier Entity.

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

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

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

     “Assumed OPEX” means the amount set forth on Schedule IV attached hereto.

     “bpd” means barrels per day.

     “Cheyenne Assets” has the meaning given to such term in the Purchase Agreement.

     “Cheyenne Logistics” has the meaning set forth in the preamble to this Agreement.

     “Cheyenne Logistics Payment Obligations” has the meaning set forth in Section 15(a).

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

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

     “Closing Date” has the meaning for such term in the Purchase Agreement.

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

     “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

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direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Crude Oil” means the direct liquid product of oil wells, oil processing plants, the indirect liquid petroleum products of oil or gas wells, oil sands or a mixture of such products, but does not include natural gas liquids or Refined Products.

     “Crude Oil Receiving Assets” means the pipelines set forth on Exhibit B attached hereto.

     “Crude Oil Receiving Base Tariff” means the amount set forth under such term on Schedule I attached hereto.

     “Crude Oil Receiving Incentive Tariff” means the amount set forth under such term on Schedule I attached hereto.

     “Crude Oil Receiving Incentive Tariff Threshold” means 50,600 pbd of Crude Oil, in the aggregate, on average for each month.

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

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

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

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

     “DRA” has the meaning set forth in Section 2(f).

     “Effective Time” means 12:01 a.m., Dallas, Texas time, on November 1, 2011.

     “Environmental Law” shall have the meaning given such term in the Omnibus Agreement.

     “Environmental Permits” has the meaning set forth in Section 2(q).

     “Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or overcome. Notwithstanding anything in this Agreement to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

     “Force Majeure Notice” has the meaning set forth in Section 4(c).

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     “Frontier Cheyenne” has the meaning set forth in the preamble to this Agreement.

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

     “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.

     “HollyFrontier” has the meaning set forth in the recitals.

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

     “Heavy Products” means fuel oil, asphalt, coker feed, vacuum tower bottoms, atmospheric tower bottoms, pitch, or roofing flux.

     “Intermediate Products” means non-finished intermediate products, including, but not limited to, high sulfur diesel fuel for DHT feed, jet fuel, naphtha for reformer feed, gas oil or LEF for FCC feed, reformate, light straight run, hydrogen, fuel gas, and sour fuel gas.

     “Loading Rack” means the refined products truck loading rack and the two (2) propane loading spots located at the Refinery and more specifically described in Exhibit A attached hereto.

     “Loading Rack Tariff” means the amount set forth on Schedule III attached hereto.

     “LPG Products” means propane, refinery grade propylene, normal butane, and isobutane.

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

     “Minimum Crude Receiving Throughput” means 46,000 bpd of Crude Oil received by pipeline, truck and rail in the aggregate, on average for each Contract Quarter.

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

     “Minimum Loading Rack Throughput” means 41,000 bpd of Products, in the aggregate, on average for each Contract Quarter.

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

     “Minimum Tankage Throughput” means 41,000 bpd of Products, in the aggregate, on average for each Contract Quarter.

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     “Omnibus Agreement” means the Sixth Amended and Restated Omnibus Agreement, dated as of November 9, 2011 to be effective as of November 1, 2011, by and among HollyFrontier, the Partnership and certain of their respective subsidiaries, as the same may be amended hereafter, from time-to-time.

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

     “OPEX Recovery Amount” means an amount equal to (a) the difference between the percentage increase in PPI for a given year minus seven percent (7%) multiplied by (b) the then-current Assumed OPEX.

     “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.

     “Parties” or “Party” has the meaning set forth in the preamble to this Agreement.

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

     “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.

     “Products” means Refined Products, LPG Products, Intermediate Products and Heavy Products.

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

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

     “RCRA Order” means the administrative order to which the Refinery is subject issued by the Wyoming Department of Environmental Quality under the Wyoming Environmental Quality Act.

     “Refined Products” means gasoline, kerosene, ethanol and diesel fuel.

     “Refinery” has the meaning set forth in the recitals.

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

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

     “Tankage” means the tanks set forth on Exhibit C attached hereto; provided, however, that such term shall include tank 108 following conveyance of such tank as provided in Section 9.2 of the Purchase Agreement.

     “Tankage Base Tariff” means the amount set forth on Schedule II attached hereto.

     “Tankage Incentive Tariff” means the amount set forth on Schedule II attached hereto.

     “Tankage Incentive Tariff Threshold” means 45,100 bpd of Products, in the aggregate, on average for each Contract Quarter.

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

     Section 2. Agreement to Use Services Relating to Crude Oil Receiving Assets, Tankage and Loading Rack.

     The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth revenues to Cheyenne Logistics to be paid by Frontier Cheyenne and requires Cheyenne Logistics to provide certain transportation, storage, loading and crude oil receiving services to Frontier Cheyenne. The principal objective of Cheyenne Logistics is for Frontier Cheyenne to meet or exceed its obligations with respect to the Minimum Crude Oil Receiving Facility Revenue Commitment, to meet or exceed its obligations with respect to the Minimum Tankage Revenue Commitment, and to meet or exceed its obligations with respect to the Minimum Loading Rack Revenue Commitment. The principal objective of Frontier Cheyenne is for Cheyenne Logistics to provide services to Frontier Cheyenne in a manner that enables Frontier Cheyenne to operate the Refinery.

     (a) Minimum Crude Oil Receiving Facility Revenue Commitment. During the Term and subject to the terms and conditions of this Agreement, Frontier Cheyenne agrees as follows:

     (i) Subject to Section 4, Frontier Cheyenne shall pay Cheyenne Logistics throughput fees associated with the Crude Oil Receiving Assets that will satisfy the Minimum Crude Oil Receiving Facility Revenue Commitment in exchange for Cheyenne Logistics providing Frontier Cheyenne a minimum of 46,000 barrels per day of aggregate capacity with respect to Crude Oil received by the Refinery using the Crude Oil Receiving Assets as measured as set forth in Section 2(a)(ii) below. The “Minimum Crude Oil Receiving Facility Revenue Commitment” shall be an amount of revenue to Cheyenne Logistics for each Contract Quarter determined by multiplying the Minimum Crude Receiving Throughput by the Crude Oil Receiving Base Tariff as such Crude Oil Receiving Base Tariff may be revised pursuant to Section 2(a)(iii) or Section 2(m). Notwithstanding the foregoing, in the event that the Closing Date is any date other than the first day of a Contract Quarter, then the Minimum Crude Oil Receiving Facility Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter.

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     (ii) Crude Oil throughput shall be determined by the total shipments of Crude Oil by pipeline, truck and rail received by the Refinery. Frontier Cheyenne will pay the Crude Oil Receiving Base Tariff for each throughput barrel up to and including the Crude Oil Receiving Incentive Tariff Threshold. If the average throughput for any Contract Quarter exceeds the Crude Oil Receiving Incentive Tariff Threshold attributable to such Contract Quarter then, for each throughput barrel in excess of the Crude Oil Receiving Incentive Tariff Threshold, Frontier Cheyenne shall pay Cheyenne Logistics throughput fees in the amount of the Crude Oil Receiving Incentive Tariff as such amount may be revised pursuant to Section 2(a)(iii) or Section 2(m).

     (iii) The Crude Oil Receiving Base Tariff and Crude Oil Receiving Incentive Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that neither the Crude Oil Receiving Base Tariff nor the Crude Oil Receiving Incentive Tariff shall ever be increased by more than 3% for any such calendar year. 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 there will be no change in the Crude Oil Receiving Base Tariff or Crude Oil Receiving Incentive Tariff. If the above index is no longer published, then Frontier Cheyenne and Cheyenne Logistics shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Crude Oil Receiving Base Tariff and Crude Oil Receiving Incentive Tariff. If Frontier Cheyenne and Cheyenne Logistics are unable to agree, a new index will be determined by binding arbitration in accordance with Section 13(e), and the same method of adjustment for increases in the new index shall be used to calculate increases in the Crude Oil Receiving Base Tariff and Crude Oil Receiving Incentive Tariff. To evidence the Parties’ agreement to each adjusted Crude Oil Receiving Base Tariff and Crude Oil Receiving Incentive Tariff, the Parties shall execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. Such amended, modified, revised or updated Schedule I shall be sequentially numbered (e.g. Schedule I-1, Schedule I-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule I in its entirety after its date of effectiveness.

     (iv) If Frontier Cheyenne is unable to receive using the Crude Oil Receiving Assets the volumes of Crude Oil required to meet the Minimum Crude Oil Receiving Facility Revenue Commitment as a result of Cheyenne Logistics’ operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Crude Receiving Throughput, then the Minimum Crude Oil Receiving Facility Revenue Commitment applicable to the Contract Quarter during which Frontier Cheyenne is unable to receive using the Crude Oil Receiving Assets such volumes of Crude Oil will be reduced by an amount equal to: (A) the volume of Crude Oil that Frontier Cheyenne

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was unable to receive using the Crude Oil Receiving Assets (but not to exceed the Minimum Crude Receiving Throughput), as a result of Cheyenne Logistics’ operational difficulties, prorationing or inability to provide sufficient capacity on the Crude Oil Receiving Assets to achieve the Minimum Crude Receiving Throughput, multiplied by (B) the Crude Oil Receiving Base Tariff. This Section 2(a)(iv) shall not apply in the event Cheyenne Logistics gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Crude Oil Receiving Facility Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

     (b) Minimum Tankage Revenue Commitment; Tankage Tariffs. During the Term and subject to the terms and conditions of this Agreement, Frontier Cheyenne agrees as follows:

     (i) Subject to Section 4, Frontier Cheyenne shall pay Cheyenne Logistics throughput fees associated with the Tankage that will satisfy the Minimum Tankage Revenue Commitment in exchange for Cheyenne Logistics providing Frontier Cheyenne a minimum of 41,000 bpd barrels of aggregate capacity in the Tankage. The “Minimum Tankage Revenue Commitment” shall be an amount of revenue to Cheyenne Logistics for each Contract Quarter determined by multiplying the Minimum Tankage Throughput by the Tankage Base Tariff as such Tankage Base Tariff may be revised pursuant to Section 2(b)(iii), Section 2(m), and Section 2(n). Notwithstanding the foregoing, in the event that the Closing Date is any date other than the first day of a Contract Quarter, then the Minimum Tankage Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such Contract Quarter and the initial Contract Quarter. Subject to (i) any Applicable Law and (ii) technical specifications of the Tankage, Frontier Cheyenne may request that Cheyenne Logistics change the service of any of the Tankage from storage of one Product to storage of a different Product. If Cheyenne Logistics agrees to such request, Frontier Cheyenne shall indemnify and hold Cheyenne Logistics harmless from and against all costs and expenses associated with any such changing of service including but not limited to costs of complying with any Applicable Law affecting such change of service.

     (ii) Tankage throughput shall be determined by the sum of Products shipped by the Refinery but not including shipments of coke and sulfur. For the avoidance of doubt, no Tankage throughput fees shall be paid for movements of Products within the Refinery. Frontier Cheyenne shall pay the Tankage Base Tariff for each throughput barrel up to and including the Tankage Incentive Tariff Threshold. If the average throughput for any Contract Quarter exceeds the Tankage Incentive Tariff Threshold attributable to such Contract Quarter then, for each throughput barrel in excess of the Tankage Incentive Tariff Threshold, Frontier Cheyenne shall pay Cheyenne Logistics throughput fees in the amount of the Tankage Incentive Tariff as such amount may be revised pursuant to Section 2(b)(iii) or Section 2(m).

     (iii) The Tankage Base Tariff and Tankage Incentive Tariff shall each be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the PPI following the same procedure as set forth in Section 2(a)(iii) above (including the provisions regarding binding arbitration); provided that the Tankage Base Tariff and

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Tankage Incentive Tariff shall never be increased by more than 3% for any such calendar year. To evidence the Parties’ agreement to each adjusted Tankage Base Tariff and Tankage Incentive Tariff, the Parties shall execute an amended, modified, revised or updated Schedule II and attach it to this Agreement. Such amended, modified, revised or updated Schedule II shall be sequentially numbered (e.g. Schedule II-1, Schedule II-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule II in its entirety after its date of effectiveness.

     (iv) If Frontier Cheyenne is unable to deliver to the Tankage the volumes of Refined Products required to meet the Minimum Tankage Revenue Commitment as a result of Cheyenne Logistics’ operational difficulties, prorationing or the inability to provide sufficient capacity, then the Minimum Tankage Revenue Commitment applicable to the Contract Quarter during which Frontier Cheyenne is unable to deliver such volumes of Refined Products will be reduced by an amount equal to: (A) the volume of Refined Products that Frontier Cheyenne was unable to deliver to the Tankage (but not to exceed the Minimum Tankage Throughput), as a result of Cheyenne Logistics’ operational difficulties, prorationing or inability to provide sufficient capacity to achieve the Minimum Tankage Throughput, multiplied by (B) the Tankage Base Tariff. This Section 2(b)(iv) shall not apply in the event Cheyenne Logistics gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Tankage Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

     (c) Minimum Loading Rack Revenue Commitment.

     (i) Subject to Section 4, Frontier Cheyenne shall pay Cheyenne Logistics throughput fees associated with the Loading Racks that will satisfy the Minimum Loading Rack Revenue Commitment in exchange for Cheyenne Logistics providing Frontier Cheyenne a minimum of 41,000 barrels per day of aggregate capacity at the Loading Racks. The “Minimum Loading Rack Revenue Commitment” shall be an amount of revenue to Cheyenne Logistics for each Contract Quarter determined by multiplying the Minimum Loading Rack Throughput by the Loading Rack Tariff as such Loading Rack Tariff may be revised pursuant to Section 2(c)(ii) or Section 2(m). Frontier Cheyenne will pay Cheyenne Logistics the Loading Rack Tariff for all quantities of Products or other materials loaded at the Loading Rack and any Products or other materials shipped using the weight scales associated with the Loading Racks. Notwithstanding the foregoing, in the event that the Closing Date is any date other than the first day of a Contract Quarter, then the Minimum Loading Rack Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter.

     (ii) The Loading Rack Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the PPI following the same procedure as set forth in Section 2(a)(iii) above (including the provisions regarding binding arbitration); provided that the Loading Rack Tariff shall never be increased by more than 3% for any such calendar year. To evidence the Parties’ agreement to each adjusted Loading Rack

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Tariff, the Parties shall execute an amended, modified, revised or updated Schedule III and attach it to this Agreement. Such amended, modified, revised or updated Schedule III shall be sequentially numbered (e.g. Schedule III-1, Schedule III-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule III in its entirety after its date of effectiveness.

     (iii) If Frontier Cheyenne is unable to load at the Loading Rack the volumes of Products, in the aggregate, required to meet the Minimum Loading Rack Revenue Commitment as a result of Cheyenne Logistics’ operational difficulties, prorationing or the inability to provide sufficient capacity, then the Minimum Loading Rack Revenue Commitment applicable to the Contract Quarter during which Frontier Cheyenne is unable to load such volumes of Products will be reduced for such period of time by an amount equal to: (A) the volume of Products, in the aggregate, that Frontier Cheyenne was unable to load at the Loading Rack (but not to exceed the Minimum Loading Rack Throughput), as a result of Cheyenne Logistics’ operational difficulties, prorationing or inability to provide sufficient capacity to achieve the Minimum Loading Rack Throughput, multiplied by (B) the Loading Rack Tariff. This Section 2(c)(iii) shall not apply in the event Cheyenne Logistics gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Loading Rack Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

     (d) Volumetric Gains and Losses. Frontier Cheyenne shall, during the Term, (i) absorb all volumetric gains in the Crude Oil Receiving Assets, and (ii) be responsible for all volumetric losses in the Crude Oil Receiving Assets up to a maximum of 0.5%. Cheyenne Logistics shall be responsible for all volumetric losses in excess of 0.5% in the Crude Oil Receiving Assets during the Term.

     (e) Obligations of Cheyenne Logistics. During the Term and subject to the terms and conditions of this Agreement, including Section 13(b), Cheyenne Logistics agrees to: (A) own or lease, operate and maintain the Tankage, Loading Racks and Crude Oil Receiving Assets and all related assets necessary to handle the Crude Oil and Products from Frontier Cheyenne; (B) provide the services required under this Agreement and perform all operations relating the Tankage, Loading Racks and Crude Oil Receiving Assets including, but not limited to, tank gauging, tank maintenance, tank dike maintenance, loading trucks, interaction with third party pipelines, and customer interface for access agreements; and (C) maintain adequate property and liability insurance covering the Tankage, Loading Racks and Crude Oil Receiving Assets and any related assets owned by Cheyenne Logistics and necessary for the operation of the Tankage, Loading Racks and Crude Oil Receiving Assets. Notwithstanding the foregoing, subject to Section 13(b) of this Agreement and applicable provisions of the Omnibus Agreement, Cheyenne Logistics is free to sell any of its assets, including assets that provide services under this Agreement, and Frontier Cheyenne is free to merge with another entity and to sell all of its assets or equity to another entity at any time.

     (f) Drag Reducing Agents and Additives. If Cheyenne Logistics determines that adding drag reducing agents (“DRA”) to the Products is reasonably required to move Refined Products in the quantities necessary to meet Frontier Cheyenne’s schedule or as may be otherwise be required to safely move such quantities of Products or that additives should be used

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in the operation of the Crude Oil Receiving Assets, Cheyenne Logistics shall provide Frontier Cheyenne with an analysis of the proposed cost and benefits thereof. In the event that Frontier Cheyenne agrees to use such additives as proposed by Cheyenne Logistics, Frontier Cheyenne shall reimburse Cheyenne Logistics for the costs of adding any additives.

     (g) Chemical Treatments. If Cheyenne Logistics reasonably determines that additives or chemicals must be added to any of the Crude Oil Receiving Assets to prevent or control internal corrosion, then Frontier Cheyenne shall reimburse Cheyenne Logistics for the direct cost of the chemical and associated injection equipment.

     (h) Change in Pipeline Direction; Product Service or Origination and Destination. Without Frontier Cheyenne’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Cheyenne Logistics shall not (i) reverse the direction of any of the pipelines that constitute part of the Crude Oil Receiving Assets; (ii) change, alter or modify the product service of any of the pipelines that constitute part of the Crude Oil Receiving Assets; or (iii) change, alter or modify the origination or destination of any of the pipelines that constitute part of the Crude Oil Receiving Assets; provided, however, that Cheyenne Logistics may take any necessary emergency action to prevent or remedy a release of Products from any of the pipelines that constitute part of the Crude Oil Receiving Assets without obtaining the consent required by this Section 2(l). Frontier Cheyenne may request that Cheyenne Logistics reverse the direction of any of the pipelines that constitute part of the Crude Oil Receiving Assets and upon granting such request, Frontier Cheyenne agrees to (i) reimburse Cheyenne Logistics for the additional costs and expenses incurred by Cheyenne Logistics as a result of such change in direction (both to reverse and re-reverse); (ii) reimburse Cheyenne Logistics for all costs arising out of Cheyenne Logistics’ inability to perform under any transportation service contract due to the reversal of the direction of the pipelines that constitute part of the Crude Oil Receiving Assets; and (iii) pay the Crude Oil Receiving Base Tariff set forth on Schedule I, as it may be amended from time-to-time in accordance with this Agreement, for any such flow reversal.

     (i) Notification of Utilization. Upon request by Cheyenne Logistics, Frontier Cheyenne will provide to Cheyenne Logistics written notification of Frontier Cheyenne’s reasonable good faith estimate of their anticipated future utilization of Tankage, Loading Racks and Crude Oil Receiving Assets as soon as reasonably practicable after receiving such request.

     (j) Scheduling and Accepting Movement. Cheyenne Logistics will use its reasonable commercial efforts to schedule movement and accept movements of Crude Oil and Products in a manner that is consistent with the historical dealings between the Parties, as such dealings may change from time to time.

     (k) Taxes. Frontier Cheyenne will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Crude Oil and Products handled by Frontier Cheyenne for transportation, storage or loading by Cheyenne Logistics. 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(k) the proper Party shall promptly reimburse the other Party therefor.

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

     (m) Increases in Tariff Rates as a Result of Changes in Applicable Law.

     (i) If new Applicable Laws are enacted that require Cheyenne Logistics to make capital expenditures with respect to the Tankage, Loading Racks or Crude Oil Receiving Assets, Cheyenne Logistics may amend the Crude Oil Receiving Base Tariff, Tankage Base Tariff, and Loading Rack Tariff, as applicable, in order to recover Cheyenne Logistics’ cost of complying with these Applicable Laws (as determined in good faith and including a reasonable return); provided, however, that Cheyenne Logistics may not amend the Crude Oil Receiving Base Tariff, Tankage Base Tariff, or Loading Rack Tariff pursuant to this Section 2(m) unless and until Cheyenne Logistics has made capital expenditures of $1,000,000.00 in the aggregate with respect to the Tankage, Loading Rack and Crude Oil Receiving Assets in order to comply with such new Applicable Laws. For the avoidance of doubt, once such capital expenditures made by Cheyenne Logistics exceed $1,000,000.00, Cheyenne Logistics may amend the Crude Oil Receiving Base Tariff, Tankage Base Tariff, or Loading Rack Tariff to recover its full cost of complying with such Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

     (ii) Frontier Cheyenne, on one hand and Cheyenne Logistics, on the other hand, shall use their reasonable commercial efforts to comply with new Applicable Laws, and shall negotiate in good faith to mitigate the impact of new Applicable Laws and to determine the amount of the new tariff rates. If Frontier Cheyenne and Cheyenne Logistics are unable to agree on the amount of the new tariff rates that Cheyenne Logistics will charge, such tariff rates will be determined by binding arbitration in accordance with Section 13(e). Any 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) Reimbursement of Operating Expenses.

     (i) At the end of the first four complete (4) Contract Quarters following the Closing Date, Cheyenne Logistics shall calculate the aggregate operating expenses incurred in the operation of the Cheyenne Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier Cheyenne shall reimburse Cheyenne Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) Cheyenne Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess

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of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, Cheyenne Logistics shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.

     (o) Tank Inspection and Repairs. Frontier Cheyenne will reimburse Cheyenne Logistics for the cost of performing the first API 653 inspection on each of the respective tanks included in the Tankage and any repairs or tests or consequential remediation that may be required to be made to such assets as a result of any discovery made during such inspection; provided, however, that if a tank is two (2) years old or less or has been inspected and repaired during the last twelve months prior to the Closing Date, then Cheyenne Logistics will bear the cost of any API 653 inspection and any required repair, testing or consequential remediation of such tank. In addition, Cheyenne Logistics will be responsible for the costs of painting any tanks included in the Tankage that require it.

     (p) Removal of Tank from Service. The Parties agree that if they mutually determine to remove a tank included in the Tankage from service, then Cheyenne Logistics will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank (and there will be no adjustment to the Minimum Tankage Revenue Commitment).

     (q) Notice of Violation under Environmental Permits; RCRA Order. The Parties agree that, because Cheyenne Logistics or its Affiliates is operating certain assets at the Refinery pursuant to permits, licenses, registrations or other operating authorizations (collectively, “Environmental Permits”) issued to HollyFrontier or one of its Affiliates under Environmental Laws, in the event that HollyFrontier or one of such Affiliates receives a notice of violation or enforcement action from the U.S. Environmental Protection Agency or a state agency alleging non-compliance with such Environmental Permits, and such non-compliance relates to the Cheyenne Assets, then Cheyenne Logistics (and not HollyFrontier or its Affiliates), will be responsible for responding to any such notice of violation or enforcement action. The applicable HollyFrontier Entity shall have the right, but not the duty, to be fully informed and to participate in the prosecution and/or settlement of any notice of violation or enforcement action relating to the Cheyenne Assets. Additionally, the Parties Agree that Frontier Cheyenne will retain responsibility for complying with the terms of the RCRA Order, including all obligations that apply or relate to the Cheyenne Assets. The Parties acknowledge that any costs, penalties, fines

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or losses associated with responses to any notices of violation or enforcement action under any Environmental Permits or the RCRA Order may be the subject of indemnification under the Omnibus Agreement (and nothing in this Section 2(q) shall be deemed to change, amend or expand the Parties’ obligations under such Omnibus Agreement provisions other than with regard to the obligation to respond to such notice of violation or enforcement). Cheyenne Logistics will and will cause its Affiliates to cooperate with and support Frontier Cheyenne and its Affiliates in satisfying any applicable compliance and reporting obligations under the RCRA Order or Environmental Permits as they relate to the Cheyenne Assets and does hereby authorize Frontier Cheyenne to submit all reports, certifications and other compliance related submissions in satisfaction of such compliance and reporting obligations. Cheyenne Logistics confirms that it has received a copy of the RCRA Order. The Parties agree that, if, as a result of future circumstances or construction, it becomes necessary for the Parties to obtain additional Environmental Permits that relate to assets that will be located at the Refinery but owned by an HEP Entity, and the Parties agree that such Environmental Permit shall be held by or in the name of a HollyFrontier Entity, then such Environmental Permit shall be subject to the provisions of this Section 2(q) to the same extent as if the assets to which such Environmental Permits relate are Cheyenne Assets.

     (r) Tank Inspection and Maintenance Plan. At least annually, Cheyenne Logistics shall prepare and submit to Frontier Cheyenne a tank inspection and maintenance plan (which shall include an inspection plan, a cleaning plan, a waste disposal plan, details regarding scheduling and a budget) for the Tankage. If Frontier Cheyenne consents to the submitted plan (which consent shall not be unreasonably withheld or delayed), then Cheyenne Logistics shall conduct tank maintenance in conformity with such approved tank maintenance plan (other than any deviations or changes from such plan to which Frontier Cheyenne consents which consent shall not be unreasonably withheld, conditioned or delayed). Cheyenne Logistics will use its commercially reasonable efforts to schedule the activities under such maintenance plan to minimize disruptions to the operations of Frontier Cheyenne at the Refinery.

     Section 3. Agreement to Remain Shipper

     With respect to any Crude Oil or Products that are transported, stored or handled in connection with any of the Cheyenne Assets, Frontier Cheyenne agrees that Frontier Cheyenne or another HollyFrontier Entity will continue acting in the capacity of the shipper of any such Crude Oil or Products for its own account at all times that such Crude Oil or Products are being transported, stored or handled in such Cheyenne Assets.

     Section 4. Notification of Shut-down or Reconfiguration; Force Majeure

     (a) Frontier Cheyenne must deliver to Cheyenne Logistics at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Frontier Cheyenne will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration.

     (b) If Frontier Cheyenne shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith

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that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Frontier Cheyenne shall (A) propose a new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, as applicable, such that the ratio of the new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment, as the case may be, 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 Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (B) propose the date on which the new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by Cheyenne Logistics within 60 days of receipt by Cheyenne Logistics of such proposal, such new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by Frontier Cheyenne. To the extent that Cheyenne Logistics does not agree with Frontier Cheyenne’s proposal, any changes in Frontier Cheyenne’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any 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 the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(b).

     (c) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(c) 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. Frontier Cheyenne will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents Cheyenne Logistics or Frontier Cheyenne from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by Cheyenne Logistics or Frontier Cheyenne, by providing written notice thereof to the other Parties.

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     Section 5. Agreement Not to Challenge Tariffs

     Frontier Cheyenne agrees to any tariff rate changes for the pipelines that constitute part of the Crude Oil Receiving Assets in accordance with this Agreement. Frontier Cheyenne agrees (a) not to challenge, nor to cause their 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, tariffs (including joint tariffs) of Cheyenne Logistics that Cheyenne Logistics 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 the Products, and (b) not to protest or file a complaint, nor cause their 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 the Cheyenne Logistics has made or may make at any time during the Term to change tariffs (including joint tariffs) for transportation of Products in each case so long as such tariffs, regulatory filings or rates changed do not conflict with the terms of this Agreement.

     Section 6. Effectiveness and Term

     This Agreement shall be effective as of the Effective Time, and shall terminate at 12:01 a.m. Dallas, Texas, time on October 31, 2026, unless extended by written mutual agreement of the Parties or as set forth in Section 7 (the “Term). 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 another 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.

     Section 7. Right to Enter into a New Agreement

     (a) In the event that Frontier Cheyenne provides prior written notice to Cheyenne Logistics of the desire of Frontier Cheyenne 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 Cheyenne Logistics shall have the right to negotiate to enter into one or more crude oil receiving, tankage and loading agreements with one or more third parties to begin after the date of termination; provided, however, that until the end of one year following termination without renewal of this Agreement, Frontier Cheyenne will have the right to enter into a new crude oil receiving, tankage and loading agreement with Cheyenne Logistics on commercial terms that substantially match the terms upon which Cheyenne Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the Cheyenne Assets. In such circumstances, Cheyenne Logistics shall give Frontier Cheyenne forty-five (45) days prior written notice of any proposed new crude oil receiving, tankage and loading agreement with a third party, and such notice shall inform Frontier Cheyenne of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and Frontier Cheyenne shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice

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

     Section 8. Notices

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

          Notices to Frontier Cheyenne:

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: David L. Lamp
Email address: president@hollyfrontier.com

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

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201

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Attn: General Counsel
Email address: generalcounsel@hollyfrontier.com

          Notices to Cheyenne Logistics:

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, TX 75201
Attn: Matthew P. Clifton
Email address: president@hollyenergy.com

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

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyenergy.com

     (b) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 8.

     Section 9. Deficiency Payments

     (a) As soon as practicable following the end of each Contract Quarter under this Agreement, Cheyenne Logistics shall deliver to Frontier Cheyenne a written notice (the “Deficiency Notice”) detailing any failure of Frontier Cheyenne to meet its minimum revenue commitment obligations under Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i); provided, however, that Frontier Cheyenne’s obligations pursuant to the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, and the Minimum Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Frontier Cheyenne due to its failure to satisfy the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment in any Contract Quarter shall be offset by any revenue owed to Cheyenne Logistics in excess of the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment for such Contract Quarter. The Deficiency Notice shall (A) specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that Cheyenne Logistics believes would have been paid by Frontier Cheyenne to Cheyenne Logistics if Frontier Cheyenne had complied with its minimum revenue commitment obligations pursuant to Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i), as applicable (the “Deficiency Payment”). Frontier Cheyenne shall pay the Deficiency Payment to Cheyenne Logistics upon the later of: (1) ten (10) days after their receipt of the Deficiency Notice and (2) thirty (30) days following the end of the related Contract Quarter.

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     (b) If Frontier Cheyenne disagrees with any Deficiency Notice (the “Disputed Deficiency Notice”), then, following the payment of the undisputed portion of the deficiency payment related to the Disputed Deficiency Notice (the “Disputed Deficiency Payment”) to Cheyenne Logistics, if any, Frontier Cheyenne shall send written notice thereof regarding the disputed portion of the Disputed Deficiency Notice to Cheyenne Logistics, and a senior officer of HollyFrontier (on behalf of Frontier Cheyenne) and a senior officer of the Partnership (on behalf of Cheyenne Logistics) 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 Disputed Deficiency Notice. During the 30-day period following the receipt of the Disputed Deficiency Notice, Frontier Cheyenne shall have access to the working papers of Cheyenne Logistics relating to the Disputed Deficiency Notice. If such differences are not resolved within thirty (30) days following Frontier Cheyenne’s receipt of the Disputed Deficiency Notice, Frontier Cheyenne, on the one hand, and Cheyenne Logistics, on the other hand, shall, within forty-five (45) days following Frontier Cheyenne’s receipt of the Disputed Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Disputed Deficiency Notice to arbitration in accordance with Section 13(e).

     (c) If it is finally determined pursuant to this Section 9 that Frontier Cheyenne is required to pay any or all of the disputed portion of the Disputed Deficiency Payment, Frontier Cheyenne shall promptly pay such amount to Cheyenne Logistics, as applicable, together with interest thereon at the Prime Rate, in immediately available funds.

     (d) The Parties acknowledge and agree that there shall be no carry-over of deficiency payments beyond each Contract Quarter provided for in Section 9(a) with respect to the Minimum Crude Oil Receiving Facility Revenue Commitment, the Minimum Tankage Revenue Commitment or the Minimum Loading Rack Revenue Commitment.

     Section 10. Indemnification. The Parties acknowledge the indemnification obligations between the Parties and their Affiliates with respect to the Cheyenne Assets provided in the Omnibus Agreement.

     Section 11. Right of First Refusal. The Parties acknowledge the right of first refusal of Frontier Cheyenne with respect to the Cheyenne Assets provided in the Omnibus Agreement.

     Section 12. Limitation of Damages.

     (a) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR

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PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) THAT ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BREACHING OR NONFULFILLING PARTY OR ITS AFFILIATES.

     Section 13. Miscellaneous

     (a) Amendments and Waivers. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. Any of the exhibits or schedules to this Agreement may be amended, modified, revised or updated by the Parties if each of the Parties 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. Schedule I-1, Schedule I-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 after its date of effectiveness, 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, Frontier Cheyenne, Cheyenne Logistics, 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 Frontier Cheyenne (in the case of any assignment by Cheyenne Logistics) or Cheyenne Logistics (in the case of any assignment by Frontier Cheyenne), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) Cheyenne Logistics may make such an assignment (including a partial pro rata assignment) to an Affiliate of Cheyenne Logistics without Frontier Cheyenne’s consent, (ii) Frontier Cheyenne may make such an assignment (including a pro rata partial assignment) to an Affiliate of Frontier Cheyenne without Cheyenne Logistics’ consent, (iii) Frontier Cheyenne may make a collateral assignment of its rights and obligations hereunder, and (iv) Cheyenne Logistics may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the Cheyenne Assets to a bona fide third party lender or debt holder, or trustee or representative for any of them, without Frontier Cheyenne’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to Frontier Cheyenne a non-disturbance agreement in such form as is reasonably satisfactory to Frontier Cheyenne and such third party lender, debt holder or trustee and Frontier Cheyenne executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and

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void. The Parties agree to require their respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

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

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

     (e) Arbitration Provision. Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 13(e) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 13(e) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of Frontier Cheyenne, Cheyenne Logistics, or any of their Affiliates and (ii) have not less than seven (7) years experience in the petroleum transportation industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Frontier Cheyenne, Cheyenne Logistics, and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between Frontier Cheyenne, Cheyenne Logistics, or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne)

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

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

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

     Section 14. Guarantee by HollyFrontier

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

     (b) Guaranty Absolute. HollyFrontier hereby guarantees that the Frontier Cheyenne Payment Obligations will be paid strictly in accordance with the terms of the 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 the Agreement or any of the rights thereunder of Cheyenne Logistics;

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

     (iii) any acceptance by Cheyenne Logistics of partial payment or performance from Frontier Cheyenne;

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

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

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

     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 Frontier Cheyenne 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 Frontier Cheyenne Payment Obligations and any requirement for Cheyenne Logistics 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 Frontier Cheyenne, 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 Frontier Cheyenne, HollyFrontier shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from Frontier Cheyenne for any payments made by HollyFrontier under this Section 14, 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 Frontier Cheyenne during any period of default or breach of this Agreement by Frontier Cheyenne until such time as there is no current or ongoing default or breach of this Agreement by Frontier Cheyenne.

     (e) Reinstatement. The obligations of HollyFrontier 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 Frontier Cheyenne Payment Obligations is rescinded or must otherwise be returned to Frontier Cheyenne or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of Frontier Cheyenne or such other entity, or for any other reason, all as though such payment had not been made.

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

     (g) No Duty to Pursue Others. It shall not be necessary for Cheyenne Logistics (and HollyFrontier hereby waives any rights which HollyFrontier may have to require Cheyenne Logistics), in order to enforce such payment by HollyFrontier, first to (i) institute suit or exhaust its remedies against Frontier Cheyenne or others liable on the Frontier Cheyenne Payment Obligations or any other person, (ii) enforce Cheyenne Logistics’ rights against any other guarantors of the Frontier Cheyenne Payment Obligations, (iii) join Frontier Cheyenne or any others liable on the Frontier Cheyenne Payment Obligations in any action seeking to enforce this Section 14, (iv) exhaust any remedies available to Cheyenne Logistics against any security which

Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne)

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shall ever have been given to secure the Frontier Cheyenne Payment Obligations, or (v) resort to any other means of obtaining payment of the Frontier Cheyenne Payment Obligations.

     Section 15. Guarantee by the Partnership and Operating Partnership.

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

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

     (i) any assignment or other transfer of the Agreement or any of the rights thereunder of Frontier Cheyenne;

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

     (iii) any acceptance by Frontier Cheyenne of partial payment or performance from Cheyenne Logistics;

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

     (v) any absence of any notice to, or knowledge of, the Partnership or the Operating 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 each of the Partnership and the Operating 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 Cheyenne Logistics Payment Obligations or otherwise.

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     (c) Waiver. Each of the Partnership and the Operating Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Cheyenne Logistics Payment Obligations and any requirement for Frontier Cheyenne 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 Cheyenne Logistics, any other entity or any collateral.

     (d) Subrogation Waiver. Each of the Partnership and the Operating Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by Cheyenne Logistics, the Partnership and the Operating Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from Cheyenne Logistics for any payments made by the Partnership or the Operating Partnership under this Section 15, and each of the Partnership and the Operating 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 Cheyenne Logistics during any period of default or breach of this Agreement by Cheyenne Logistics until such time as there is no current or ongoing default or breach of this Agreement by Cheyenne Logistics.

     (e) Reinstatement. The obligations of the Partnership and the Operating Partnership under this Section 15 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Cheyenne Logistics Payment Obligations is rescinded or must otherwise be returned to Cheyenne Logistics or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of Cheyenne Logistics or such other entity, or for any other reason, all as though such payment had not been made.

     (f) Continuing Guaranty. This Section 15 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 Cheyenne Logistics Payment Obligations, (ii) be binding upon the Partnership, the Operating Partnership, and each of their respective successors and assigns and (iii) inure to the benefit of and be enforceable by Frontier Cheyenne and its successors, transferees and assigns.

     (g) No Duty to Pursue Others. It shall not be necessary for Frontier Cheyenne (and each of the Partnership and the Operating Partnership hereby waives any rights which the Partnership or the Operating Partnership, as applicable, may have to require Frontier Cheyenne), in order to enforce such payment by the Partnership or the Operating Partnership, first to (i) institute suit or exhaust its remedies against Cheyenne Logistics or others liable on the Cheyenne Logistics Payment Obligations or any other person, (ii) enforce Frontier Cheyenne’ rights against any other guarantors of the Cheyenne Logistics Payment Obligations, (iii) join Cheyenne Logistics or any others liable on the Cheyenne Logistics Payment Obligations in any action seeking to enforce this Section 15, (iv) exhaust any remedies available to Frontier Cheyenne against any security which shall ever have been given to secure the Cheyenne Logistics Payment Obligations, or (v) resort to any other means of obtaining payment of the Cheyenne Logistics Payment Obligations.

[Remainder of page intentionally left blank. Signature pages follow.]

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

CHEYENNE LOGISTICS:
CHEYENNE LOGISTICS LLC
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
FRONTIER CHEYENNE:
FRONTIER REFINING LLC
By:	/s/ James M. Stump
Name:	James M. Stump
Title:	Senior Vice President, Refinery Operations

ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 9(b) AND Section 14:
HOLLYFRONTIER CORPORATION
By:	/s/ Douglas S. Aron
Name:	Douglas S. Aron
Title:	Executive Vice President and Chief Financial Officer

Signature Page 1 of 2
Tankage, Loading Rack And Crude Oil Receiving Throughput Agreement (Cheyenne)

ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 9(b) AND Section 15:
HOLLY ENERGY PARTNERS, L.P.
By:	HEP Logistics Holdings, L.P., its General Partner
By:	Holly Logistic Services, L.L.C., its General Partner
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 15:
HOLLY ENERGY PARTNERS-OPERATING, L.P.
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations

Signature Page 2 of 2
Tankage, Loading Rack And Crude Oil Receiving Throughput Agreement (Cheyenne)

SCHEDULE I

CRUDE OIL RECEIVING TARIFF

Crude Oil Receiving
Base Tariff

$0.3000 per barrel

Crude Oil Receiving
Incentive Tariff

$0.1400 per barrel

Schedule I

SCHEDULE II

TANKAGE TARIFFS

Tankage Base Tariff

$0.4500 per barrel

Tankage Incentive Tariff

$0.2000 per barrel

Schedule II

SCHEDULE III

LOADING RACK TARIFF

Loading Rack Tariff

$0.2500 per barrel

SCHEDULE III

SCHEDULE IV

ASSUMED OPEX

Assumed OPEX

$2,200,000.00

SCHEDULE IV

EXHIBIT A

LOADING RACKS

The Refined Products Truck Loading Rack, including the Vapor Recovery Unit and the two (2) Propane Loading Spots transferred to Cheyenne Logistics pursuant to that certain Conveyance, Assignment and Bill of Sale (Cheyenne), dated effective as of October 25, 2011, by and between Frontier Cheyenne and Cheyenne Logistics.

Exhibit A

EXHIBIT B

CRUDE OIL RECEIVING ASSETS

The four (4) Crude Oil LACTS Units, the Crude Oil Receiving Pipeline, and the petroleum storage tanks listed below under “Petroleum Storage Tanks” transferred to Cheyenne Logistics pursuant to that certain Conveyance, Assignment and Bill of Sale (Cheyenne), dated effective as of October 25, 2011, by and between Frontier Cheyenne and Cheyenne Logistics.

Petroleum Storage Tanks:

	CURRENT	NOMINAL
TANK ID NUMBER	SERVICE/PRODUCT	CAPACITY, BBLS
2-036	Recovered Oil / Crude slop		5,056
2-063	Crude HSR		10,096
2-067	Crude LSR		10,093
2-072	Crude		80,581
2-073	Crude		80,551
2-074	Crude		79,766

Exhibit B

EXHIBIT C

TANKAGE

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
1-107	Intermediate Distillate		69,867
1-013	Coker Distillate		1,914
1-014	Low Sul. Diesel		24,677
1-015	No Lead Gas		24,677
1-016	Ethanol		2,564
1-017	Prem. No Lead Gas		5,034
1-020	FCC Slurry Oil		5,018
1-021	Sweet Naphtha / VRU		9,867
1-027	Biodiesel		4,000
1-028	Diesel		5,179
1-029	Slop Oil		10,709
1-032	Diesel		10,124
1-033	Coker Distillate		10,342
1-040	FCC Slurry Oil		10,121
1-048	Coker Distillate		1,341
1-049	Coker Distillate		1,341
1-050	Vacuum Bottoms		67,428
1-051	Asphalt		22,000
1-052	PG 58-28 (Asphalt)		72,017
1-053	FCCU Slurry		13,506

Exhibit C

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
1-054	Asphalt		22,000
1-055	PG 58-28 (Asphalt)		54,499
1-056	Coker feed tank		55,000
1-058	Slop Oil		10,493
1-090	PG 64-22 (Asphalt)		55,954
1-091	PG 58-28 (Asphalt)		55,954
1-093	PG 64-22 (Asphalt)		2,602
1-094	PG 64-22 (Asphalt)		2,602
1-095	PG 64-22 (Asphalt)		2,602
1-106	No Lead Gas		120,000
2-015	Diesel		28,870
2-016	Diesel		28,046
2-017	UC Crack (LCO / Coker Distillate)		28,562
2-020	Gas Oil		10,746
2-021	Gas Oil		10,746
2-022	UC Crack (LCO / Coker Distillate)		9,731
2-023	Coker Gas Oil		10,583
2-028	Cat Gas Oil		80,153
2-034	Reformate		23,234
2-035	Alkylate		24,190
2-036	Recovered Oil / Crude slop		5,056

Exhibit C

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
2-060	Toluene		9,846
2-061	Sweet Naphtha		10,096
2-062	Unifiner Charge Straight Run (Burner / Distillate)		9,970
2-063	Crude HSR		10,096
2-067	Crude LSR		10,093
2-070	Sub Grade No Lead Gas		32,608
2-071	Premium No Lead Gas		32,612
2-072	Crude		80,581
2-073	Crude		80,551
2-074	Crude		79,766
2-075	CokNap		80,278
2-100	LSR/LSG		41,978
2-101	Diesel		42,051
2-102	No Lead Gas		80,278
2-104	HSR (Sweet Naphtha)		54,749
2-105	Cat Gas Oil		54,954
TOTAL CAPACITY (58 TANKS)			1,723,856

Exhibit C

EX-10.3

Exhibit 10.3

EXECUTION VERSION

PIPELINE DELIVERY, TANKAGE AND LOADING RACK THROUGHPUT
AGREEMENT
(EL DORADO)

     This Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (this “Agreement”) is dated as of November 9, 2011 to be effective as of the Effective Time (as defined below), by and between Frontier El Dorado Refining LLC, a Delaware limited liability company (“Frontier El Dorado”), and El Dorado Logistics LLC, a Delaware limited liability company (“El Dorado Logistics”). Each of Frontier El Dorado and El Dorado Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

     WHEREAS, pursuant to that certain LLC Interest Purchase Agreement dated effective as of November 1, 2011 (the “Purchase Agreement”) by and among HollyFrontier Corporation, a Delaware corporation (“HollyFrontier”), Frontier Refining LLC, a Delaware limited liability company, Frontier El Dorado, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Purchaser”), and Holly Energy Partners, L.P., a Delaware limited partnership, Purchaser acquired all of the limited liability company interests in El Dorado Logistics and became the sole member thereof (the “Sale”);

     WHEREAS, prior to the Sale, El Dorado Logistics acquired certain pipeline delivery, storage tank and loading rack assets located at Frontier El Dorado’s refinery in El Dorado, Kansas (the “Refinery”); and

     WHEREAS, in connection with the closing of the transactions contemplated under the Purchase Agreement, Frontier El Dorado and El Dorado Logistics desire to enter into this Agreement.

     NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:

     Section 1. Definitions

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

     “Affiliate” means, with to 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

Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado)

Affiliate of an HEP Entity, and no HEP Entity will be considered an Affiliate of a HollyFrontier Entity.

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

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

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

     “Assumed OPEX” means the amount set forth on Schedule IV attached hereto.

     “bpd” means barrels per day.

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

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

     “Closing Date” has the meaning for such term in the Purchase Agreement.

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

     “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.

     “Crude Oil” means the direct liquid product of oil wells, oil processing plants, the indirect liquid petroleum products of oil or gas wells, oil sands or a mixture of such products, but does not include natural gas liquids or Refined Products.

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

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

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

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

     “DRA” has the meaning set forth in Section 2(f).

     “Effective Time” means 12:01 a.m., Dallas, Texas time, on November 1, 2011.

     “El Dorado Assets” has the meaning given to such term in the Purchase Agreement.

     “El Dorado Logistics” has the meaning set forth in the preamble to this Agreement.

     “El Dorado Logistics Payment Obligations” has the meaning set forth in Section 15(a).

     “Environmental Law” shall have the meaning given such term in the Omnibus Agreement.

     “Environmental Permits” has the meaning set forth in Section 2(q).

     “Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or overcome. Notwithstanding anything in this Agreement to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

     “Force Majeure Notice” has the meaning set forth in Section 4(c).

     “Frontier El Dorado” has the meaning set forth in the preamble to this Agreement.

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

     “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.

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     “HollyFrontier” has the meaning set forth in the recitals.

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

     “Heavy Products” means fuel oil, asphalt, coker feed, vacuum tower bottoms, atmospheric tower bottoms, pitch, or roofing flux.

     “Intermediate Products” means non-finished intermediate products, including, but not limited to, high sulfur diesel fuel for DHT feed, jet fuel, naphtha for reformer feed, gas oil or LEF for FCC feed, reformate, light straight run, hydrogen, fuel gas, and sour fuel gas.

     “Loading Rack” means the refined products truck loading rack and the propane truck loading rack located at the Refinery and more specifically described in Exhibit A attached hereto.

     “Loading Rack Tariff” means the amount set forth on Schedule III attached hereto.

     “LPG Products” means propane, refinery grade propylene, normal butane, and isobutane.

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

     “Minimum Loading Rack Throughput” means 20,000 bpd of Products, in the aggregate, on average for each Contract Quarter.

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

     “Minimum Pipeline Delivery Throughput” means 120,000 bpd of Intermediate and Refined Products, in the aggregate, on average for each Contract Quarter.

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

     “Minimum Tankage Throughput” means 140,000 bpd of Products, in the aggregate, on average for each Contract Quarter.

     “Omnibus Agreement” means the Sixth Amended and Restated Omnibus Agreement, dated as of November 9, 2011 to be effective as of November 1, 2011, by and among HollyFrontier, the Partnership and certain of their respective subsidiaries, as the same may be amended hereafter, from time-to-time.

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

     “OPEX Recovery Amount” means an amount equal to (a) the difference between the percentage increase in PPI for a given year minus seven percent (7%) multiplied by (b) the then-current Assumed OPEX.

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     “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.

     “Parties” or “Party” has the meaning set forth in the preamble to this Agreement.

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

     “Pipeline Delivery Base Tariff” means the amount set forth under such term on Schedule I attached hereto.

     “Pipeline Delivery Incentive Tariff” means the amount set forth under such term on Schedule I attached hereto.

     “Pipeline Delivery Incentive Tariff Threshold” means 132,000 pbd of Intermediate and Refined Products, in the aggregate, on average for each Contract Quarter.

     “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.

     “Products” means Refined Products, LPG Products, Intermediate Products and Heavy Products.

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

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

     “RCRA Order” means the administrative order to which the Refinery is or soon will be subject issued by the U.S. Environmental Protection Agency under Section 3008(h) of the Resource Conservation and Recovery Act.

     “Refined Products” means gasoline, kerosene, ethanol and diesel fuel.

     “Refinery” has the meaning set forth in the recitals.

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

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

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     “Tankage” means the tanks set forth on Exhibit B attached hereto; provided, however, that such term shall include Tanks 640 and 641 following conveyance of such tanks as provided in Section 9.2 of the Purchase Agreement.

     “Tankage Base Tariff” means the amount set forth on Schedule II attached hereto.

     “Tankage Incentive Tariff” means the amount set forth on Schedule II attached hereto.

     “Tankage Incentive Tariff Threshold” means 154,000 bpd of Products, in the aggregate, on average for each Contract Quarter.

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

     Section 2. Agreement to Use Services Relating to Pipeline Delivery, Tankage and Loading Rack.

     The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth revenues to El Dorado Logistics to be paid by Frontier El Dorado and requires El Dorado Logistics to provide certain transportation, storage and loading services to Frontier El Dorado. The principal objective of El Dorado Logistics is for Frontier El Dorado to meet or exceed its obligations with respect to the Minimum Pipeline Delivery Revenue Commitment, to meet or exceed its obligations with respect to the Minimum Tankage Revenue Commitment, and to meet or exceed its obligations with respect to the Minimum Loading Rack Revenue Commitment. The principal objective of Frontier El Dorado is for El Dorado Logistics to provide services to Frontier El Dorado in a manner that enables Frontier El Dorado to operate the Refinery.

     (a) Minimum Pipeline Delivery Revenue Commitment. During the Term and subject to the terms and conditions of this Agreement, Frontier El Dorado agrees as follows:

     (i) Subject to Section 4, Frontier El Dorado shall pay El Dorado Logistics throughput fees for pipeline delivery services that will satisfy the Minimum Pipeline Delivery Revenue Commitment in exchange for El Dorado Logistics providing Frontier El Dorado a minimum of 120,000 barrels per day of aggregate delivery capacity from the Tankage. The “Minimum Pipeline Delivery Revenue Commitment” shall be an amount of revenue to El Dorado Logistics for each Contract Quarter determined by multiplying the Minimum Pipeline Delivery Throughput by the Pipeline Delivery Base Tariff as such Pipeline Delivery Base Tariff may be revised pursuant to Section 2(a)(iii) or Section 2(m). Notwithstanding the foregoing, in the event that the Closing Date is any date other than the first day of a Contract Quarter, then the Minimum Pipeline Delivery Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter.

     (ii) Pipeline delivery throughput shall be determined by the shipments of Products by pipeline (and not over the Loading Racks) by the Refinery. Frontier El Dorado will pay the Pipeline Delivery Base Tariff for each throughput barrel up to and including the Pipeline Delivery Incentive Tariff Threshold. If the average throughput for any Contract Quarter exceeds the Pipeline Delivery Incentive Tariff Threshold

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attributable to such Contract Quarter then, for each throughput barrel in excess of the Pipeline Delivery Incentive Tariff Threshold, Frontier El Dorado shall pay El Dorado Logistics throughput fees in the amount of the Pipeline Delivery Incentive Tariff as such amount may be revised pursuant to Section 2(a)(iii) or Section 2(m).

     (iii) The Pipeline Delivery Base Tariff and Pipeline Delivery Incentive Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that neither the Pipeline Delivery Base Tariff nor the Pipeline Delivery Incentive Tariff shall ever be increased by more than 3% for any such calendar year. 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 there will be no change in the Pipeline Delivery Base Tariff or Pipeline Delivery Incentive Tariff. If the above index is no longer published, then Frontier El Dorado and El Dorado Logistics shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Delivery Base Tariff and Pipeline Delivery Incentive Tariff. If Frontier El Dorado and El Dorado Logistics are unable to agree, a new index will be determined by binding arbitration in accordance with Section 13(e), and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Delivery Base Tariff and Pipeline Delivery Incentive Tariff. To evidence the Parties’ agreement to each adjusted Pipeline Delivery Base Tariff and Pipeline Delivery Incentive Tariff, the Parties shall execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. Such amended, modified, revised or updated Schedule I shall be sequentially numbered (e.g. Schedule I-1, Schedule I-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule I in its entirety after its date of effectiveness.

     (iv) If Frontier El Dorado is unable to transport the volumes of Products required to meet the Minimum Pipeline Delivery Revenue Commitment as a result of El Dorado Logistics’ operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Pipeline Delivery Throughput, then the Minimum Pipeline Delivery Revenue Commitment applicable to the Contract Quarter during which Frontier El Dorado is unable to transport such volumes of Products will be reduced by an amount equal to: (A) the volume of Products that Frontier El Dorado was unable to transport (but not to exceed the Minimum Pipeline Delivery Throughput), as a result of El Dorado Logistics’ operational difficulties, prorationing or inability to provide sufficient capacity to achieve the Minimum Pipeline Delivery Throughput, multiplied by (B) the Pipeline Delivery Base Tariff. This Section 2(a)(iv) shall not apply in the event El Dorado Logistics gives notice of a Force Majeure event in accordance with Section 4,

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in which case the Minimum Pipeline Delivery Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

     (b) Minimum Tankage Revenue Commitment; Tankage Tariffs. During the Term and subject to the terms and conditions of this Agreement, Frontier El Dorado agrees as follows:

     (i) Subject to Section 4, Frontier El Dorado shall pay El Dorado Logistics throughput fees associated with the Tankage that will satisfy the Minimum Tankage Revenue Commitment in exchange for El Dorado Logistics providing Frontier El Dorado a minimum of 140,000 bpd barrels of aggregate capacity in the Tankage. The “Minimum Tankage Revenue Commitment” shall be an amount of revenue to El Dorado Logistics for each Contract Quarter determined by multiplying the Minimum Tankage Throughput by the Tankage Base Tariff as such Tankage Base Tariff may be revised pursuant to Section 2(b)(iii), Section 2(m), and Section 2(n). Notwithstanding the foregoing, in the event that the Closing Date is any date other than the first day of a Contract Quarter, then the Minimum Tankage Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter. Subject to (i) any Applicable Law and (ii) technical specifications of the Tankage, Frontier El Dorado may request that El Dorado Logistics change the service of any of the Tankage from storage of one Product to storage of a different Product. If El Dorado Logistics agrees to such request, Frontier El Dorado shall indemnify and hold El Dorado Logistics harmless from and against all costs and expenses associated with any such changing of service including but not limited to costs of complying with any Applicable Law affecting such change of service.

     (ii) Tankage throughput shall be determined by the sum of Products shipped by the Refinery but not including shipments of coke and sulfur. For the avoidance of doubt, no Tankage throughput fees shall be paid for movements of Products within the Refinery. Frontier El Dorado shall pay the Tankage Base Tariff for each throughput barrel up to and including the Tankage Incentive Tariff Threshold. If the average throughput for any Contract Quarter exceeds the Tankage Incentive Tariff Threshold attributable to such Contract Quarter then, for each throughput barrel in excess of the Tankage Incentive Tariff Threshold, Frontier El Dorado shall pay El Dorado Logistics throughput fees in the amount of the Tankage Incentive Tariff as such amount may be revised pursuant to Section 2(b)(iii) or Section 2(m).

     (iii) The Tankage Base Tariff and Tankage Incentive Tariff shall each be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the PPI following the same procedure as set forth in Section 2(a)(iii) above (including the provisions regarding binding arbitration); provided that the Tankage Base Tariff and Tankage Incentive Tariff shall never be increased by more than 3% for any such calendar year. To evidence the Parties’ agreement to each adjusted Tankage Base Tariff and Tankage Incentive Tariff, the Parties shall execute an amended, modified, revised or updated Schedule II and attach it to this Agreement. Such amended, modified, revised or updated Schedule II shall be sequentially numbered (e.g. Schedule II-1, Schedule II-2,

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etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule II in its entirety after its date of effectiveness.

     (iv) If Frontier El Dorado is unable to deliver to the Tankage the volumes of Refined Products required to meet the Minimum Tankage Revenue Commitment as a result of El Dorado Logistics’ operational difficulties, prorationing or the inability to provide sufficient capacity, then the Minimum Tankage Revenue Commitment applicable to the Contract Quarter during which Frontier El Dorado is unable to deliver such volumes of Refined Products will be reduced by an amount equal to: (A) the volume of Refined Products that Frontier El Dorado was unable to deliver to the Tankage (but not to exceed the Minimum Tankage Throughput), as a result of El Dorado Logistics’ operational difficulties, prorationing or inability to provide sufficient capacity to achieve the Minimum Tankage Throughput, multiplied by (B) the Tankage Base Tariff. This Section 2(b)(iv) shall not apply in the event El Dorado Logistics gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Tankage Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

     (c) Minimum Loading Rack Revenue Commitment.

     (i) Subject to Section 4, Frontier El Dorado shall pay El Dorado Logistics throughput fees associated with the Loading Racks that will satisfy the Minimum Loading Rack Revenue Commitment in exchange for El Dorado Logistics providing Frontier El Dorado a minimum of 20,000 barrels per day of aggregate capacity at the Loading Racks. The “Minimum Loading Rack Revenue Commitment” shall be an amount of revenue to El Dorado Logistics for each Contract Quarter determined by multiplying the Minimum Loading Rack Throughput by the Loading Rack Tariff as such Loading Rack Tariff may be revised pursuant to Section 2(c)(ii) or Section 2(m). Frontier El Dorado will pay El Dorado Logistics the Loading Rack Tariff for all quantities of Products or other materials loaded at the Loading Rack and any Products or other materials shipped using the weight scales associated with the Loading Racks. Notwithstanding the foregoing, in the event that the Closing Date is any date other than the first day of a Contract Quarter, then the Minimum Loading Rack Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter.

     (ii) The Loading Rack Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2012, by an amount equal to the upper change in the annual change rounded to four decimal places of the PPI following the same procedure as set forth in Section 2(a)(iii) above (including the provisions regarding binding arbitration); provided that the Loading Rack Tariff shall never be increased by more than 3% for any such calendar year. To evidence the Parties’ agreement to each adjusted Loading Rack Tariff, the Parties shall execute an amended, modified, revised or updated Schedule III and attach it to this Agreement. Such amended, modified, revised or updated Schedule III shall be sequentially numbered (e.g. Schedule III-1, Schedule III-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule III in its entirety after its date of effectiveness.

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     (iii) If Frontier El Dorado is unable to load at the Loading Rack the volumes of Products, in the aggregate, required to meet the Minimum Loading Rack Revenue Commitment as a result of El Dorado Logistics’ operational difficulties, prorationing or the inability to provide sufficient capacity, then the Minimum Loading Rack Revenue Commitment applicable to the Contract Quarter during which Frontier El Dorado is unable to load such volumes of Products will be reduced for such period of time by an amount equal to: (A) the volume of Products, in the aggregate, that Frontier El Dorado was unable to load at the Loading Rack (but not to exceed the Minimum Loading Rack Throughput), as a result of El Dorado Logistics’ operational difficulties, prorationing or inability to provide sufficient capacity to achieve the Minimum Loading Rack Throughput, multiplied by (B) the Loading Rack Tariff. This Section 2(c)(iii) shall not apply in the event El Dorado Logistics gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Loading Rack Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

     (d) [Reserved.]

     (e) Obligations of El Dorado Logistics. During the Term and subject to the terms and conditions of this Agreement, including Section 13(b), El Dorado Logistics agrees to: (A) own or lease, operate and maintain the El Dorado Assets and all related assets necessary to handle the Crude Oil and Products from Frontier El Dorado; (B) provide the services required under this Agreement and perform all operations relating to the El Dorado Assets including, but not limited to, tank gauging, tank maintenance, tank dike maintenance, loading trucks, interaction with third party pipelines, and customer interface for access agreements; and (C) maintain adequate property and liability insurance covering the El Dorado Assets and any related assets owned by El Dorado Logistics and necessary for the operation of the El Dorado Assets. Notwithstanding the foregoing, subject to Section 13(b) of this Agreement and applicable provisions of the Omnibus Agreement, El Dorado Logistics is free to sell any of its assets, including assets that provide services under this Agreement, and Frontier El Dorado is free to merge with another entity and to sell all of its assets or equity to another entity at any time.

     (f) Drag Reducing Agents and Additives. If El Dorado Logistics determines that adding drag reducing agents (“DRA”) to the Products is reasonably required to move Refined Products in the quantities necessary to meet Frontier El Dorado’s schedule or as may otherwise be required to safely move such quantities of Products, El Dorado Logistics shall provide Frontier El Dorado with an analysis of the proposed cost and benefits thereof. In the event that Frontier El Dorado agrees to use such additives as proposed by El Dorado Logistics, Frontier El Dorado shall reimburse El Dorado Logistics for the costs of adding any additives.

     (g) [Reserved.]

     (h) [Reserved.]

     (i) Notification of Utilization. Upon request by El Dorado Logistics, Frontier El Dorado will provide to El Dorado Logistics written notification of Frontier El Dorado’s reasonable good faith estimate of their anticipated future utilization of the El Dorado Assets as soon as reasonably practicable after receiving such request.

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     (j) Scheduling and Accepting Movement. El Dorado Logistics will use its reasonable commercial efforts to schedule movement and accept movements of Crude Oil and Products in a manner that is consistent with the historical dealings between the Parties, as such dealings may change from time to time.

     (k) Taxes. Frontier El Dorado will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Crude Oil and Products handled by Frontier El Dorado for transportation, storage or loading by El Dorado Logistics. 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(k) the proper Party shall promptly reimburse the other Party therefor.

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

     (m) Increases in Tariff Rates as a Result of Changes in Applicable Law.

     (i) If new Applicable Laws are enacted that require El Dorado Logistics to make capital expenditures with respect to the El Dorado Assets, El Dorado Logistics may amend the Pipeline Delivery Base Tariff, Tankage Base Tariff, and Loading Rack Tariff, as applicable, in order to recover El Dorado Logistics’ cost of complying with these Applicable Laws (as determined in good faith and including a reasonable return); provided, however, that El Dorado Logistics may not amend the Pipeline Delivery Base Tariff, Tankage Base Tariff, or Loading Rack Tariff pursuant to this Section 2(m) unless and until El Dorado Logistics has made capital expenditures of $1,000,000.00 in the aggregate with respect to the El Dorado Assets in order to comply with such new Applicable Laws. For the avoidance of doubt, once such capital expenditures made by El Dorado Logistics exceed $1,000,000.00, El Dorado Logistics may amend the Pipeline Delivery Base Tariff, Tankage Base Tariff, or Loading Rack Tariff to recover its full cost of complying with such Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

     (ii) Frontier El Dorado, on one hand and El Dorado Logistics, on the other hand, shall use their reasonable commercial efforts to comply with new Applicable Laws, and shall negotiate in good faith to mitigate the impact of new Applicable Laws and to determine the amount of the new tariff rates. If Frontier El Dorado and El Dorado Logistics are unable to agree on the amount of the new tariff rates that El Dorado Logistics will charge, such tariff rates will be determined by binding arbitration in accordance with Section 13(e). Any 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).

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     (n) Reimbursement of Operating Expenses.

     (i) At the end of the first four (4) complete Contract Quarters following the Closing Date, El Dorado Logistics shall calculate the aggregate operating expenses incurred in the operation of the El Dorado Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier El Dorado shall reimburse El Dorado Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) El Dorado Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, El Dorado Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, El Dorado Logistics shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.

     (o) Tank Inspection and Repairs. Frontier El Dorado will reimburse El Dorado Logistics for the cost of performing the first API 653 inspection on each of the respective tanks included in the Tankage and any repairs or tests or consequential remediation that may be required to be made to such assets as a result of any discovery made during such inspection; provided, however, that if a tank is two (2) years old or less or has been inspected and repaired during the last twelve months prior to the Closing Date, then El Dorado Logistics will bear the cost of any API 653 inspection and any required repair, testing or consequential remediation of such tank. In addition, El Dorado Logistics will be responsible for the costs of painting any tanks included in the Tankage that require it.

     (p) Removal of Tank from Service. The Parties agree that if they mutually determine to remove a tank included in the Tankage from service, then El Dorado Logistics will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank (and there will be no adjustment to the Minimum Tankage Revenue Commitment).

     (q) Notice of Violation under Environmental Permits; RCRA Order. The Parties agree that, because El Dorado Logistics or one of its Affiliates is operating certain assets at the

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Refinery pursuant to permits, licenses, registrations or other operating authorizations (collectively, “Environmental Permits”) issued to HollyFrontier or one of its Affiliates under Environmental Laws, in the event that HollyFrontier or one of such Affiliates receives a notice of violation or enforcement action from the U.S. Environmental Protection Agency or a state agency alleging non-compliance with such Environmental Permits, and such non-compliance relates to the El Dorado Assets, then El Dorado Logistics (and not HollyFrontier or its Affiliates), will be responsible for responding to any such notice of violation or enforcement action. The applicable HollyFrontier Entity shall have the right, but not the duty, to be fully informed and to participate in the prosecution and/or settlement of any notice of violation or enforcement action relating to the El Dorado Assets. Additionally, the Parties Agree that Frontier El Dorado will retain responsibility for complying with the terms of the RCRA Order, including all obligations that apply or relate to the El Dorado Assets. The Parties acknowledge that any costs, penalties, fines or losses associated with responses to any notices of violation or enforcement action under any such Environmental Permits or the RCRA Order may be the subject of indemnification under the Omnibus Agreement (and nothing in this Section 2(q) shall be deemed to change, amend or expand the Parties’ obligations under such Omnibus Agreement provisions other than with regard to the obligation to respond to such notice of violation or enforcement). El Dorado Logistics will and will cause its Affiliates to cooperate with and support Frontier El Dorado and its Affiliates in satisfying any applicable compliance and reporting obligations under the RCRA Order or Environmental Permits as they relate to the El Dorado Assets and does hereby authorize Frontier El Dorado to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. El Dorado Logistics confirms that it has received a copy of the RCRA Order. The Parties agree that, if, as a result of future circumstances or construction, it becomes necessary for the Parties to obtain additional Environmental Permits that relate to assets that will be located at the Refinery but owned by an HEP Entity, and the Parties agree that such Environmental Permit shall be held by or in the name of a HollyFrontier Entity, then such Environmental Permit shall be subject to the provisions of this Section 2(q) to the same extent as if the assets to which such Environmental Permits relate were El Dorado Assets.

     (r) Tank Inspection and Maintenance Plan. At least annually, El Dorado Logistics shall prepare and submit to Frontier El Dorado a tank inspection and maintenance plan (which shall include an inspection plan, a cleaning plan, a waste disposal plan, details regarding scheduling and a budget) for the Tankage. If Frontier El Dorado consents to the submitted plan (which consent shall not be unreasonably withheld or delayed), then El Dorado Logistics shall conduct tank maintenance in conformity with such approved tank maintenance plan (other than any deviations or changes from such plan to which Frontier El Dorado consents (which consent shall not be unreasonably withheld, conditioned or delayed)). El Dorado Logistics will use its commercially reasonable efforts to schedule the activities under such maintenance plan to minimize disruptions to the operations of Frontier El Dorado at the Refinery.

     Section 3. Agreement to Remain Shipper

     With respect to any Crude Oil or Products that are transported, stored or handled in connection with any of the El Dorado Assets, Frontier El Dorado agrees that Frontier El Dorado or another HollyFrontier Entity will continue acting in the capacity of the shipper of any such

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Crude Oil or Products for its own account at all times that such Crude Oil or Products are being transported, stored or handled in such El Dorado Assets.

     Section 4. Notification of Shut-down or Reconfiguration; Force Majeure

     (a) Frontier El Dorado must deliver to El Dorado Logistics at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Frontier El Dorado will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration.

     (b) If Frontier El Dorado shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Frontier El Dorado shall (A) propose a new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, as applicable, such that the ratio of the new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment, as the case may be, 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 Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (B) propose the date on which the new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by El Dorado Logistics within 60 days of receipt by El Dorado Logistics of such proposal, such new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by Frontier El Dorado. To the extent that El Dorado Logistics does not agree with Frontier El Dorado’s proposal, any changes in Frontier El Dorado’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any 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 the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(b).

     (c) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so

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caused. Any suspension of the obligations of the Parties as a result of this Section 4(c) 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. Frontier El Dorado will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents El Dorado Logistics or Frontier El Dorado from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by El Dorado Logistics or Frontier El Dorado, by providing written notice thereof to the other Parties.

     Section 5. [Reserved.]

     Section 6. Effectiveness and Term

     This Agreement shall be effective as of the Effective Time, and shall terminate at 12:01 a.m. Dallas, Texas, time on October 31, 2026, unless extended by written mutual agreement of the Parties or as set forth in Section 7 (the “Term). 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 another 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.

     Section 7. Right to Enter into a New Agreement

     (a) In the event that Frontier El Dorado provides prior written notice to El Dorado Logistics of the desire of Frontier El Dorado 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 El Dorado Logistics shall have the right to negotiate to enter into one or more pipeline delivery, tankage and loading agreements with one or more third parties to begin after the date of termination; provided, however, that until the end of one year following termination without renewal of this Agreement, Frontier El Dorado will have the right to enter into a new pipeline delivery, tankage and loading agreement with El Dorado Logistics on commercial terms that substantially match the terms upon which El Dorado Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the El Dorado Assets. In such circumstances, El Dorado Logistics shall give Frontier El Dorado forty-five (45) days prior written notice of any proposed new pipeline delivery, tankage and loading agreement with a third party, and such notice shall inform Frontier El Dorado of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and Frontier El Dorado shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or

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

     Section 8. Notices

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

          Notices to Frontier El Dorado:

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: David L. Lamp
Email address: president@hollyfrontier.com

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

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel

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Email address: generalcounsel@hollyfrontier.com

          Notices to El Dorado Logistics:

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, TX 75201
Attn: Matthew P. Clifton
Email address: president@hollyenergy.com

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

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyenergy.com

     (b) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 8.

     Section 9. Deficiency Payments

     (a) As soon as practicable following the end of each Contract Quarter under this Agreement, El Dorado Logistics shall deliver to Frontier El Dorado a written notice (the “Deficiency Notice”) detailing any failure of Frontier El Dorado to meet its minimum revenue commitment obligations under Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i); provided, however, that Frontier El Dorado’s obligations pursuant to the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, and the Minimum Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Frontier El Dorado due to its failure to satisfy the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment in any Contract Quarter shall be offset by any revenue owed to El Dorado Logistics in excess of the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment for such Contract Quarter. The Deficiency Notice shall (A) specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that El Dorado Logistics believes would have been paid by Frontier El Dorado to El Dorado Logistics if Frontier El Dorado had complied with its minimum revenue commitment obligations pursuant to Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i), as applicable (the “Deficiency Payment”). Frontier El Dorado shall pay the Deficiency Payment to El Dorado Logistics upon the later of: (1) ten (10) days after their receipt of the Deficiency Notice and (2) thirty (30) days following the end of the related Contract Quarter.

     (b) If Frontier El Dorado disagrees with any Deficiency Notice (the “Disputed Deficiency Notice”), then, following the payment of the undisputed portion of the deficiency

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payment related to the Disputed Deficiency Notice (the “Disputed Deficiency Payment”) to El Dorado Logistics, if any, Frontier El Dorado shall send written notice thereof regarding the disputed portion of the Disputed Deficiency Notice to El Dorado Logistics, and a senior officer of HollyFrontier (on behalf of Frontier El Dorado) and a senior officer of the Partnership (on behalf of El Dorado Logistics) 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 Disputed Deficiency Notice. During the 30-day period following the receipt of the Disputed Deficiency Notice, Frontier El Dorado shall have access to the working papers of El Dorado Logistics relating to the Disputed Deficiency Notice. If such differences are not resolved within thirty (30) days following Frontier El Dorado’s receipt of the Disputed Deficiency Notice, Frontier El Dorado, on the one hand, and El Dorado Logistics, on the other hand, shall, within forty-five (45) days following Frontier El Dorado’s receipt of the Disputed Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Disputed Deficiency Notice to arbitration in accordance with Section 13(e).

     (c) If it is finally determined pursuant to this Section 9 that Frontier El Dorado is required to pay any or all of the disputed portion of the Disputed Deficiency Payment, Frontier El Dorado shall promptly pay such amount to El Dorado Logistics, as applicable, together with interest thereon at the Prime Rate, in immediately available funds.

     (d) The Parties acknowledge and agree that there shall be no carry-over of deficiency payments beyond each Contract Quarter provided for in Section 9(a) with respect to the Minimum Pipeline Delivery Revenue Commitment, the Minimum Tankage Revenue Commitment or the Minimum Loading Rack Revenue Commitment.

     Section 10. Indemnification. The Parties acknowledge the indemnification obligations between the Parties and their Affiliates with respect to the El Dorado Assets provided in the Omnibus Agreement.

     Section 11. Right of First Refusal. The Parties acknowledge the right of first refusal of Frontier El Dorado with respect to the El Dorado Assets provided in the Omnibus Agreement.

     Section 12. Limitation of Damages.

     (a) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR

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DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) THAT ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BREACHING OR NONFULFILLING PARTY OR ITS AFFILIATES.

     Section 13. Miscellaneous

     (a) Amendments and Waivers. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. Any of the exhibits or schedules to this Agreement may be amended, modified, revised or updated by the Parties if each of the Parties 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. Schedule I-1, Schedule I-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 after its date of effectiveness, 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, Frontier El Dorado, El Dorado Logistics, 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 Frontier El Dorado (in the case of any assignment by El Dorado Logistics) or El Dorado Logistics (in the case of any assignment by Frontier El Dorado), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) El Dorado Logistics may make such an assignment (including a partial pro rata assignment) to an Affiliate of El Dorado Logistics without Frontier El Dorado’s consent, (ii) Frontier El Dorado may make such an assignment (including a pro rata partial assignment) to an Affiliate of Frontier El Dorado without El Dorado Logistics’ consent, (iii) Frontier El Dorado may make a collateral assignment of its rights and obligations hereunder, and (iv) El Dorado Logistics may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the El Dorado Assets to a bona fide third party lender or debt holder, or trustee or representative for any of them, without Frontier El Dorado’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to Frontier El Dorado a non-disturbance agreement in such form as is reasonably satisfactory to Frontier El Dorado and such third party lender, debt holder or trustee and Frontier El Dorado executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The Parties agree to require their respective successors, if any,

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to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

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

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

     (e) Arbitration Provision. Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 13(e) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 13(e) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of Frontier El Dorado, El Dorado Logistics, or any of their Affiliates and (ii) have not less than seven (7) years experience in the petroleum transportation industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Frontier El Dorado, El Dorado Logistics, and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between Frontier El Dorado, El Dorado Logistics, or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

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

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

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

     Section 14. Guarantee by HollyFrontier

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

     (b) Guaranty Absolute. HollyFrontier hereby guarantees that the Frontier El Dorado Payment Obligations will be paid strictly in accordance with the terms of the 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 the Agreement or any of the rights thereunder of El Dorado Logistics;

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

     (iii) any acceptance by El Dorado Logistics of partial payment or performance from Frontier El Dorado;

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

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

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

     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 Frontier El Dorado 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 Frontier El Dorado Payment Obligations and any requirement for El Dorado Logistics 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 Frontier El Dorado, 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 Frontier El Dorado, HollyFrontier shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from Frontier El Dorado for any payments made by HollyFrontier under this Section 14, 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 Frontier El Dorado during any period of default or breach of this Agreement by Frontier El Dorado until such time as there is no current or ongoing default or breach of this Agreement by Frontier El Dorado.

     (e) Reinstatement. The obligations of HollyFrontier 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 Frontier El Dorado Payment Obligations is rescinded or must otherwise be returned to Frontier El Dorado or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of Frontier El Dorado or such other entity, or for any other reason, all as though such payment had not been made.

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

     (g) No Duty to Pursue Others. It shall not be necessary for El Dorado Logistics (and HollyFrontier hereby waives any rights which HollyFrontier may have to require El Dorado Logistics), in order to enforce such payment by HollyFrontier, first to (i) institute suit or exhaust its remedies against Frontier El Dorado or others liable on the Frontier El Dorado Payment Obligations or any other person, (ii) enforce El Dorado Logistics’ rights against any other guarantors of the Frontier El Dorado Payment Obligations, (iii) join Frontier El Dorado or any others liable on the Frontier El Dorado Payment Obligations in any action seeking to enforce this Section 14, (iv) exhaust any remedies available to El Dorado Logistics against any security

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which shall ever have been given to secure the Frontier El Dorado Payment Obligations, or (v) resort to any other means of obtaining payment of the Frontier El Dorado Payment Obligations.

     Section 15. Guarantee by the Partnership and Operating Partnership.

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

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

     (i) any assignment or other transfer of the Agreement or any of the rights thereunder of Frontier El Dorado;

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

     (iii) any acceptance by Frontier El Dorado of partial payment or performance from El Dorado Logistics;

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

     (v) any absence of any notice to, or knowledge of, the Partnership or the Operating 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 each of the Partnership and the Operating 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 El Dorado Logistics Payment Obligations or otherwise.

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     (c) Waiver. Each of the Partnership and the Operating Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the El Dorado Logistics Payment Obligations and any requirement for Frontier El Dorado 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 El Dorado Logistics, any other entity or any collateral.

     (d) Subrogation Waiver. Each of the Partnership and the Operating Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by El Dorado Logistics, the Partnership and the Operating Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from El Dorado Logistics for any payments made by the Partnership or the Operating Partnership under this Section 15, and each of the Partnership and the Operating 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 El Dorado Logistics during any period of default or breach of this Agreement by El Dorado Logistics until such time as there is no current or ongoing default or breach of this Agreement by El Dorado Logistics.

     (e) Reinstatement. The obligations of the Partnership and the Operating Partnership under this Section 15 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the El Dorado Logistics Payment Obligations is rescinded or must otherwise be returned to El Dorado Logistics or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of El Dorado Logistics or such other entity, or for any other reason, all as though such payment had not been made.

     (f) Continuing Guaranty. This Section 15 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 El Dorado Logistics Payment Obligations, (ii) be binding upon the Partnership, the Operating Partnership, and each of their respective successors and assigns and (iii) inure to the benefit of and be enforceable by Frontier El Dorado and its successors, transferees and assigns.

     (g) No Duty to Pursue Others. It shall not be necessary for Frontier El Dorado (and each of the Partnership and the Operating Partnership hereby waives any rights which the Partnership or the Operating Partnership, as applicable, may have to require Frontier El Dorado), in order to enforce such payment by the Partnership or the Operating Partnership, first to (i) institute suit or exhaust its remedies against El Dorado Logistics or others liable on the El Dorado Logistics Payment Obligations or any other person, (ii) enforce Frontier El Dorado’ rights against any other guarantors of the El Dorado Logistics Payment Obligations, (iii) join El Dorado Logistics or any others liable on the El Dorado Logistics Payment Obligations in any action seeking to enforce this Section 15, (iv) exhaust any remedies available to Frontier El Dorado against any security which shall ever have been given to secure the El Dorado Logistics Payment Obligations, or (v) resort to any other means of obtaining payment of the El Dorado Logistics Payment Obligations.

[Remainder of page intentionally left blank. Signature pages follow.]

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

EL DORADO LOGISTICS:
EL DORADO LOGISTICS LLC
By:	/s/ Mark T. Cunningham
Name: Mark T. Cunningham
Title: Vice President, Operations
FRONTIER EL DORADO:
FRONTIER EL DORADO REFINING LLC
By:	/s/ James M. Stump
Name: James M. Stump
Title: Senior Vice President, Refinery Operations

ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 9(b) AND Section 14:
HOLLYFRONTIER CORPORATION
By:	/s/ Douglas S. Aron
Name: Douglas S. Aron
Title: Executive Vice President and Chief           Financial Officer

Signature Page 1 of 2
Pipelines, Tankage and Loading Rack Throughput Agreement (El Dorado)

ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 9(b) AND Section 15:
HOLLY ENERGY PARTNERS, L.P.
By:	HEP Logistics Holdings, L.P., its General Partner
By:	Holly Logistic Services, L.L.C., its General Partner
By:	/s/ Mark T. Cunningham
Name: Mark T. Cunningham
Title: Vice President, Operations
ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 15:
HOLLY ENERGY PARTNERS-OPERATING, L.P.
By:	/s/ Mark T. Cunningham
Name: Mark T. Cunningham
Title: Vice President, Operations

Signature Page 2 of 2
Pipelines, Tankage and Loading Rack Throughput Agreement (El Dorado)

SCHEDULE I

PIPELINE DELIVERY TARIFF

Pipeline Delivery
Base Tariff

$0.1500 per barrel

Pipeline Delivery
Incentive Tariff

$0.0700 per barrel

Schedule I

SCHEDULE II

TANKAGE TARIFFS

Tankage Base Tariff

$0.4500 per barrel

Tankage Incentive Tariff

$0.2000 per barrel

Schedule II

SCHEDULE III

LOADING RACK TARIFF

Loading Rack Tariff

$0.2500 per barrel

Schedule III

SCHEDULE IV

ASSUMED OPEX

Assumed OPEX

$3,200,000.00

Schedule IV

EXHIBIT A

LOADING RACKS

The Refined Products Truck Loading Rack and the Propane Truck Loading Rack transferred to El Dorado Logistics pursuant to that certain Conveyance, Assignment and Bill of Sale (El Dorado), dated effective as of October 25, 2011, by and between Frontier El Dorado and El Dorado Logistics.

Exhibit A

EXHIBIT B

TANKAGE

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
1	Naptha	2,885
2	Naptha	2,885
3	ULSD	38,406
15	ULSD	12,422
16	Light Slop	28,880
17	Gasoline	92,740
18	Gasoline	88,600
19	Gasoline	90,733
20	Finish Gasoline	17,961
21	ULSD	120,639
23	ULSD	113,182
24	ULSD	119,269
25	Av Jet	65,117
29	CRU1 Feed	33,723
30	CRU2 Feed	39,417
31	ULSD	23,792
32	Finish Gasoline	74,847
64	Gasoline	17,961
65	Gasoline	17,941

Exhibit B

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
66	Naptha	22,582
75	ULS k	24,938
78	ULS k	9,226
127	Heavy Slop	20,504
132	Sour Distilate	63,672
133	HTU2 Chg.	24,438
134	HTU2 Chg.	76,492
136	HTU4 CHg.	74,689
137	Gas Oil/Sour diesel	191,599
138	Gas Oil	193,742
139	Gas Oil	74,792
142	Gas Oil	191,563
143	Gas Oil	191,570
159	Slurry	9,778
167	Slurry	8,908
168	ULSD Dock	22,408
178	Coke Charge/Swing Tank	80,000
192	Idled	8,908
212	Coker Chg.	76,524
213	Asphalt	77,675
215	AV Jet	67,529
216	Alkylate	72,618

Exhibit B

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
218	Gas Oil	77,675
219	Reformate	71,466
220	Swing Tank	71,495
221	Gasoline Swing	71,508
222	Gasoline Swing	71,509
223	Reformate	72,893
224	Jet Fuel	71,534
225	HTU1 Chg, kerosene	28,882
226	Finish Gasoline	27,679
227	Natural Gasoline	27,701
230	Diesel (RAM)	4,780
231	Light Cycle (RAM)	1,923
243	Toluene	11,300
244	Toluene	10,175
250	FCCU Gasoline	75,354
251	FCCU Gasoline	75,968
252	FCCU Gasoline	75,968
253	Natural Gasoline	74,653
254	Isomerate	19,318
255	Isomerate	19,318
256	TEL Wash	950
447	Finish Gasoline	17,730

Exhibit B

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
448	Idled	17,746
453	Ethanol	5,121
457	HTU3 Chg, LSR	32,690
458	Isomerate	32,690
490	ULSD	116,094
600	Propane	625
601	Propane	625
602	Propane	625
603	Propane	625
604	Propane	625
605	Propane	625
606	Propane	625
607	Propane	625
608	Propane	625
609	Propane	625
610	Propane	625
611	Propane	625
612	Propane	625
613	Propane	625
614	Propane	625
615	Propane	625
616	Propane	625

Exhibit B

	CURRENT	NOMINAL CAPACITY,
TANK ID NUMBER	SERVICE/PRODUCT	BBLS
617	Propane	625
618	Propane	625
619	Propane	625
620	Propane	575
621	Propane	100
TOTAL CAPACITY
(90 TANKS)		3,782,850

Exhibit B

EX-10.4

Exhibit 10.4

EXECUTION VERSION

SIXTH AMENDED AND RESTATED OMNIBUS AGREEMENT

among

HOLLYFRONTIER CORPORATION

HOLLY ENERGY PARTNERS, L.P.

and

CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES

TABLE OF CONTENTS

	Page
Article I Definitions		3
1.1 Definitions		3
Article II Business Opportunities		9
2.1 Restricted Businesses		9
2.2 Permitted Exceptions		9
2.3 Procedures		10
2.4 Scope of Prohibition		12
2.5 Enforcement		12
2.6 Limitation on Acquisitions of Subject Assets by Partnership Group Members		12
Article III Indemnification		13
3.1 Environmental Indemnification		13
3.2 Limitations Regarding Environmental Indemnification		15
3.3 Right of Way Indemnification		15
3.4 Additional Indemnification		16
3.5 Indemnification Procedures		16
3.6 Limitation on Indemnification Obligations		18
3.7 Exclusion from Indemnification		18
Article IV General and Administrative Expenses		18
4.1 General		18
Article V Right of First Refusal		19
5.1 Holly Right of First Refusal: Prohibition on Transfer of Refinery Related Assets		19
5.2 Procedures		20
Article VI Holly Purchase Option		22
6.1 Option to Purchase Tulsa Transferred Assets		22
Article VII Miscellaneous		22
7.1 Choice of Law		22
7.2 Arbitration Provision		22
7.3 Notice		23
7.4 Entire Agreement		24
7.5 Termination of Article II		24
7.6 Amendment or Modification		24
7.7 Assignment		24
7.8 Additional Partnership Entities		25
7.9 Counterparts		25
7.10 Severability		25
7.11 Further Assurances		25
7.12 Rights of Limited Partners		25
7.13 Headings		25
i

	Page
7.14 UNEV Option Agreement		25
7.15 Limitation of Damages		25

ii

SIXTH AMENDED AND RESTATED
OMNIBUS AGREEMENT

     THIS SIXTH AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Agreement”) is being entered into on November 9, 2011 to be effective as of November 1, 2011, by and among HollyFrontier Corporation, a Delaware corporation (“Holly”), the other Holly Entities (as defined herein) listed on the signature pages hereto, Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and the other Partnership Entities (as defined herein) listed on the signature pages hereto, and amends and restates in its entirety the Fifth Amended and Restated Omnibus Agreement entered into on August 31, 2011 (as amended, the “Fifth Amended Omnibus Agreement”) among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership (“Navajo Pipeline”), Holly Logistic Services, L.L.C., a Delaware limited liability company (“Holly GP”), HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”), the Partnership, HEP Logistics GP, L.L.C., a Delaware limited liability company (the “OLP GP”), and Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”) and the other Holly Entities and Partnership Entities signatory thereto.

RECITALS:

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

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

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

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

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

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entered into the First Amended and Restated Omnibus Agreement (the “First Amended Omnibus Agreement”);

          WHEREAS, in connection with that certain Asset Purchase Agreement dated as of August 1, 2009, by and between Holly Refining & Marketing — Tulsa LLC (“Holly Tulsa”) and HEP Tulsa LLC (“HEP Tulsa”), pursuant to which Holly Tulsa transferred and conveyed to HEP Tulsa, and HEP Tulsa acquired, the Tulsa Transferred Assets (as defined herein), the Parties amended and restated the First Amended Omnibus Agreement and entered into the Second Amended and Restated Omnibus Agreement (the “Second Amended Omnibus Agreement”);

          WHEREAS, in connection with (i) that certain Asset Sale and Purchase Agreement dated as of October 19, 2009, by and among Holly Tulsa, HEP Tulsa and Sinclair Tulsa Refining Company (“Sinclair”), pursuant to which HEP Tulsa acquired the Sinclair Transferred Assets (as defined herein), (ii) that certain Asset Purchase Agreement dated as of December 1, 2009, by and among Holly, Navajo Pipeline and HEP Pipeline L.L.C., pursuant to which Navajo Pipeline agreed to transfer and convey to HEP Pipeline L.L.C., and HEP Pipeline L.L.C. agreed to acquire, the Beeson Pipeline (as defined herein), and (iii) that certain LLC Interest Purchase Agreement by and among Holly, Navajo Pipeline and the Operating Partnership, pursuant to which Navajo Pipeline agreed to transfer and convey to the Operating Partnership, and the Operating Partnership agreed to acquire, all of the limited liability company interests of Roadrunner Pipeline, L.L.C., the entity that owns the Roadrunner Pipeline (as defined herein), the Parties amended and restated the Second Amended Omnibus Agreement and entered into the Third Amended and Restated Omnibus Agreement (the “Third Amended Omnibus Agreement”); and

          WHEREAS, in connection with that certain LLC Interest Purchase Agreement dated as of March 31, 2010, by and among Holly, Lea Refining Company, Holly Tulsa, HEP Refining, L.L.C. (“HEP Refining”) and HEP Tulsa (the “March 2010 Drop Down LLC Interest Purchase Agreement”), pursuant to which Holly, Lea Refining Company and Holly Tulsa agreed to transfer and convey to HEP Refining and HEP Tulsa the Additional Tulsa East Assets (as defined herein) and the Additional Lovington Assets (as defined herein), the Parties amended and restated the Third Amended Omnibus Agreement and entered into the Fourth Amended and Restated Omnibus Agreement (the “Fourth Amended Omnibus Agreement”).

          WHEREAS, in connection with the construction of the Tulsa Interconnecting Pipelines (as defined herein), Holly Tulsa, HEP Tulsa and Holly Energy Storage — Tulsa LLC entered into that certain Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated as of August 31, 2011, pursuant to which HEP Tulsa agreed to provide transportation services to Holly Tulsa with respect to the Tulsa Interconnecting Pipelines (the “Tulsa Throughput Agreement”), the Parties amended and restated the Fourth Amended Omnibus Agreement; and

          WHEREAS, in connection with that certain LLC Interest Purchase Agreement effective as of November 1, 2011, by and among Holly, Frontier Refining LLC (“Frontier Cheyenne”), Frontier El Dorado Refining LLC (“Frontier El Dorado”), the Operating Partnership and the Partnership, (the “November 2011 Frontier Drop Down LLC Interest Purchase

2

Agreement”), pursuant to which Frontier Cheyenne and Frontier El Dorado agreed sell to the Operating Partnership the entities that own the Cheyenne Assets (as defined herein) and the El Dorado Assets (as defined herein), the Parties desire to amend and restate the Fifth Amended Omnibus Agreement as provided herein.

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

ARTICLE I
Definitions

     1.1 Definitions.

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

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

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

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

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

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

     “Additional Tulsa East Assets” means the Transferred Tulsa East Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

     “Additional Lovington Assets” means the Transferred Lovington Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

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

     “Affiliate” is defined in the Partnership Agreement.

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

3

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

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

     “Assets” means all of the following assets conveyed, contributed, or otherwise transferred, directly or indirectly (including by transfer or sale of the entity that owns such assets), by the Holly Entities to the Partnership Entities: (i) the 2004 Product Pipelines, Terminal and Related Assets, (ii) the 8” and 10” Lovington/Artesia Intermediate Pipelines, (iii) the 2008 Crude Pipelines, Tanks and Related Assets, (iv) the 16” Lovington/Artesia Intermediate Pipeline, (v) the Tulsa Transferred Assets, (vi) the Beeson Pipeline, (vii) the Roadrunner Pipeline, (viii) the Additional Lovington Assets, (ix) the Additional Tulsa East Assets, (x) the Sinclair Assets, (xi) the Tulsa Interconnecting Pipelines, (xii) the Cheyenne Assets, and (xiii) the El Dorado Assets.

     “Beeson Pipeline” means the 8” crude oil pipeline extending from Beeson station to Lovington, New Mexico, owned by HEP Pipeline, L.L.C.

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

4

the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (b) above.

     “Cheyenne Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

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

     “Claimant” is defined in Section 7.2.

     “Closing Date” means the date of the closing of the Partnership’s initial public offering of Common Units. For purposes of Article III, Closing Date shall mean, with respect to a group of Assets (e.g. the 8” and 10” Lovington/Artesia Intermediate Pipelines), the effective date of the purchase of such Assets or the stock, partnership interests or membership interests of the entity that owned such Assets, by a Partnership Entity.

     “Common Units” is defined in the Partnership Agreement.

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

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

     “Covered Environmental Losses” is defined in Section 3.1.

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

     “El Dorado Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

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

5

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

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

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

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

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

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

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

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

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

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

     “Holly Entity” means any of the Holly Entities.

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

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

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

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

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

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

     “Limited Partner” is defined in the Partnership Agreement.

6

     “March 2010 Drop Down LLC Interest Purchase Agreement” is defined in the recitals to this Agreement.

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

     “November 2011 Frontier Drop Down LLC Interest Purchase Agreement” is defined in the recitals to this Agreement.

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

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

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

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

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

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

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

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

     “Partnership Entity” means any of the Partnership Entities.

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

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

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

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

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

7

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

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

     “Respondent” is defined in Section 7.2.

     “Restricted Businesses” is defined in Section 2.1.

     “Retained Assets” means the pipelines, terminals and other assets and investments owned by any of the Holly Group Members on the date of the Contribution Agreement that were not conveyed, contributed or otherwise transferred to the Partnership Entities pursuant to the Contribution Agreement or otherwise.

     “Roadrunner Pipeline” means 16” crude oil pipeline extending from Slaughter station in Texas to Lovington, New Mexico owned by Roadrunner Pipeline, L.L.C.

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

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

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

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

     “Sinclair Transferred Assets” means the HEP Tulsa Assets as defined in the Asset Sale and Purchase Agreement dated October 19, 2009 by and among Holly Tulsa, HEP Tulsa and Sinclair.

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

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

8

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

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

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

     “Tulsa Interconnecting Pipelines” means the Interconnecting Pipelines as defined in the Tulsa Throughput Agreement.

     “Tulsa Throughput Agreement” is defined in the recitals to this Agreement.

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

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

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

     “Units” is defined in the Partnership Agreement.

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

ARTICLE II
Business Opportunities

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

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

9

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

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

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

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

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

     2.3 Procedures.

          (a) In the event that Holly GP or a Holly Group Member becomes aware of an opportunity to acquire Subject Assets with a fair market value (as determined in good faith by the Board of Directors of Holly) equal to or greater than $5 million, then subject to Section 2.3(b), then as soon as practicable, Holly GP or such Holly Group Member shall notify the General Partner of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, Holly GP or such Holly Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, shall notify Holly GP or the Holly Group Member that either (i) the General Partner, on behalf of the Partnership, has elected not to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets, or (ii) the General Partner, on behalf of the Partnership, has elected to cause a Partnership Group Member to pursue the opportunity to purchase the Subject Assets. If, at any time, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the request of Holly GP or the Holly Group Member), Holly GP or the Holly Group Member under this Section 2.3(a) may pursue such opportunity. Any Subject Assets which are permitted to be acquired by Holly GP or a Holly Group Member must be so acquired (i) within 12 months of the later to occur of (A) the date that Holly GP or the Holly Group

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Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3(a), and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Holly GP or the Holly Group Member than were offered to the Partnership. If either of these conditions are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 2.3(a).

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

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

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

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

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

     2.5 Enforcement. Holly GP and the Holly Group Members agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by Holly GP and the Holly Group of the covenants and agreements set forth in this Article II, and that any breach by Holly GP or the Holly Group of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group. Holly GP and the Holly Group Members further agree and acknowledge that any Partnership Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin Holly GP and the Holly Group from such breach, and consent to the issuance of injunctive relief under this Agreement.

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

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acquire any Subject Assets, then the General Partner shall first cause such Partnership Group Member to become a party to this Agreement.

ARTICLE III
Indemnification

     3.1 Environmental Indemnification.

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

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

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

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

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

          (b) To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the

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Transferred Tanks’ secondary containment, and the Holly Entities refuse to provide such indemnification, then the burden of proof shall be on the Holly Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date.

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

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

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

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

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cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work;

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

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

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

     3.3 Right of Way Indemnification. The Holly Entities shall indemnify, defend and hold harmless the Partnership Entities from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Entities to the extent arising out of (a) the failure of the applicable Partnership Entity to be the owner of such valid and indefeasible easement rights or fee ownership interests in and to the lands on which any pipeline or related pump station, tank farm or equipment conveyed or contributed or otherwise Transferred (including by way of a Transfer of the ownership interest of a Person or by operation of law) to the applicable Partnership Entity on the Closing Date is located as of the Closing Date; (b) the failure of the applicable Partnership Entity to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.3 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) above that does not allow any Asset to be operated in accordance with Prudent Industry Practice, to the extent that the Holly Entities are notified in writing of any of the foregoing within 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable.

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     3.4 Additional Indemnification.

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

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

     3.5 Indemnification Procedures.

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

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

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

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

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

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     3.6 Limitation on Indemnification Obligations.

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

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

     3.7 Exclusion from Indemnification. Notwithstanding anything in this Agreement to the contrary, as used in Article III the definition of Assets shall not include the Tulsa Transferred Assets, the Sinclair Transferred Assets or the Additional Tulsa East Assets, though the parties hereto acknowledge the environmental indemnity provided among certain of the Holly Entities and HEP Entities with respect to the Sinclair Transferred Assets and the Additional Tulsa East Assets contained in the Tulsa Throughput Agreement.

ARTICLE IV
General and Administrative Expenses

4.1 General

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

          (b) At the end of each year, the Partnership will have the right to submit to Holly a proposal to reduce the amount of the Administrative Fee for that year if the Partnership believes, in good faith, that the general and administrative services performed by Holly and its

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Affiliates for the benefit of the Partnership Group for the year in question do not justify payment of the full Administrative Fee for that year. If the Partnership submits such a proposal to Holly, Holly agrees that it will negotiate in good faith with the Partnership to determine if the Administrative Fee for that year should be reduced and, if so, by how much.

          (c) The Administrative Fee shall not include and the Partnership Group shall reimburse Holly and its Affiliates for:

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

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

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

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

ARTICLE V
Right of First Refusal

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

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

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

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

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

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     5.2 Procedures.

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

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

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

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

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

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

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

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

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

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

          (c) Holly and the Partnership Entities shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided, however, that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then Holly shall be deemed to

21

have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter neither Holly nor the Partnership shall have any further obligation under this Article V with respect to such Sale Assets unless such Sale Assets again become subject to this Article V pursuant to Section 5.2(d).

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

ARTICLE VI
Holly Purchase Option

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

ARTICLE VII
Miscellaneous

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

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

22

half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Holly Entities, the Partnership Entities or any of their affiliates and (ii) have not less than seven years experience in the petroleum transportation industry. The hearing will be conducted in Dallas, Texas and commence within 30 days after the selection of the third arbitrator. The Holly Entities, the Partnership Entities and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the Holly Entities, the Partnership Entities or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of Holly, on behalf of the Holly Entities, and the Partnership, on behalf of the Partnership Entities, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

     7.3 Notice.

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

          Notices to the Holly Entities:

HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: President
Email address: president@hollyfrontier.com

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

HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Email address: generalcounsel@hollyfrontier.com

23

          Notices to the Partnership Entities:

Holly Energy Partners, L.P.
c/o Holly Logistic Services, L.L.C.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: President
Email address: president@hollyenergy.com

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

Holly Energy Partners, L.P.
c/o Holly Logistic Services, L.L.C.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Email address: generalcounsel@hollyenergy.com

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

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

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

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

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

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

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

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

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

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

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

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

     7.15 Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS SECTION, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY, INCLUDING PURSUANT TO ARTICLE III, OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT (i) AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT OR (ii) BY REASON OF OR ARISING OUT OF ANY OF THE EVENTS, CONDITIONS OR OTHER

25

MATTERS LISTED IN SECTIONS 3.1, 3.3 OR 3.4 WHICH THE PARTIES HAVE AGREED TO INDEMNIFY THE OTHER PARTY AGAINST, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY TO A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY UNDER SECTIONS 3.1, 3.3 OR 3.4 HEREOF, AS APPLICABLE, (y) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AGAINST SUCH INDEMNIFIED PARTY OR (z) INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT ARE A RESULT OF SUCH INDEMNIFYING PARTY’S OR ITS AFFILIATES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE). FOR PURPOSES OF THIS SECTION 7.15, “AFFILIATES” OF THE INDEMNIFYING PARTY SHALL NOT INCLUDE THE PARTNERSHIP GROUP MEMBERS WHEN A HOLLY ENTITY IS THE INDEMNIFYING PARTY AND SHALL NOT INCLUDE THE HOLLY GROUP MEMBERS WHEN THE INDEMNIFYING PARTY IS A PARTNERSHIP ENTITY.

[Remainder of Page Intentionally Left Blank.]

26

     IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of November 1, 2011.

HOLLY ENTITIES: HOLLYFRONTIER CORPORATION
By:	/s/ Douglas S. Aron
Name:		Douglas S. Aron
Title:		Executive Vice President and Chief Operating Officer
HOLLY REFINING & MARKETING COMPANY — WOODS CROSS LLC (formerly Holly Refining & Marketing Company — Woods Cross)
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations
NAVAJO REFINING COMPANY, L.L.C. (formerly Navajo Refining Company, L.P.)
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations

[Signature Page 1 of 6 to Sixth Amended and Restated Omnibus Agreement]

NAVAJO PIPELINE CO., L.P.
By:	/s/ Douglas S. Aron
Name:		Douglas S. Aron
Title:		Executive Vice President and Chief Financial Officer
HOLLY REFINING & MARKETING — TULSA LLC
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations
FRONTIER REFINING LLC
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations
FRONTIER EL DORADO REFINING LLC
By:	/s/ James M. Stump
Name:		James M. Stump
Title:		Senior Vice President, Refinery Operations

[Signature Page 2 of 6 to Sixth Amended and Restated Omnibus Agreement]

PARTNERSHIP ENTITIES:
HOLLY ENERGY PARTNERS, L.P.
By:	HEP Logistics Holdings, L.P. Its General Partner
	By:	Holly Logistic Services, L.L.C. Its General Partner
	By:	/s/ Mark T. Cunningham
	Name:	Mark T. Cunningham
	Title:	Vice President, Operations
HOLLY ENERGY PARTNERS — OPERATING, L.P.
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
HOLLY LOGISTIC SERVICES, L.L.C.
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
HEP LOGISTICS HOLDINGS, L.P.
By:	Holly Logistic Services, L.L.C, Its General Partner
	By:	/s/ Mark T. Cunningham
	Name:	Mark T. Cunningham
	Title:	Vice President, Operations

[Signature Page 3 of 6 to Sixth Amended and Restated Omnibus Agreement]

HEP LOGISTICS GP, L.L.C.
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
HEP MOUNTAIN HOME, L.L.C. HEP PIPELINE GP, L.L.C. HEP PIPELINE, L.L.C. HEP REFINING GP, L.L.C. HEP REFINING, L.L.C. HEP WOODS CROSS, L.L.C. LOVINGTON-ARTESIA, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P. Sole Member
	By: Name:	/s/ Mark T. Cunningham Mark T. Cunningham
	Title:	Vice President, Operations
HEP NAVAJO SOUTHERN, L.P.
By:	HEP Pipeline GP, L.L.C. Its General Partner
	By: Name:	/s/ Mark T. Cunningham Mark T. Cunningham
	Title:	Vice President, Operations
HEP REFINING ASSETS, L.P.
By:	HEP Refining GP, L.L.C. Its General Partner
	By: Name:	/s/ Mark T. Cunningham Mark T. Cunningham
	Title:	Vice President, Operations

[Signature Page 4 of 6 to Sixth Amended and Restated Omnibus Agreement]

HEP PIPELINE ASSETS, LIMITED PARTNERSHIP
By:	HEP Pipeline GP, L.L.C. Its General Partner
	By: Name:	/s/ Mark T. Cunningham Mark T. Cunningham
	Title:	Vice President, Operations
HEP TULSA LLC
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
ROADRUNNER PIPELINE, L.L.C.
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
HOLLY ENERGY STORAGE — TULSA LLC
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations
HOLLY ENERGY STORAGE — LOVINGTON LLC
By:	/s/ Mark T. Cunningham
Name:	Mark T. Cunningham
Title:	Vice President, Operations

[Signature Page 5 of 6 to Sixth Amended and Restated Omnibus Agreement]

CHEYENNE LOGISTICS LLC
By:	/s/ Mark T. Cunningham
Name:		Mark T. Cunningham
Title:		Vice President, Operations
EL DORADO LOGISTICS LLC
By:	/s/ Mark T. Cunningham
Name:		Mark T. Cunningham
Title:		Vice President, Operations

[Signature Page 6 of 6 to Sixth Amended and Restated Omnibus Agreement]

SCHEDULE I

Administrative Fee

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

General and Administrative Services

(1)	executive services
(2)	finance, including treasury, and administration services
(3)	information technology services
(4)	legal services
(5)	health, safety and environmental services
(6)	human resources services

Schedule I

EX-10.5

Exhibit 10.5

EXECUTION VERSION

LEASE AND ACCESS AGREEMENT
(Cheyenne)

BETWEEN

FRONTIER REFINING LLC,

AS LESSOR

AND

CHEYENNE LOGISTICS LLC

AS LESSEE

Effective as of November 1, 2011

TABLE OF CONTENTS

	Page No.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1
1.1 Certain Defined Terms		1
1.2 References		4
1.3 Headings		5
ARTICLE II
DEMISE OF PREMISES AND TERM
5
2.1 Demise of Premises and Term		5
2.2 Access		5
2.3 Rent		6
2.4 Place of Payment		6
2.5 Net Lease		6
ARTICLE III
CONDUCT OF BUSINESS
6
3.1 Use of Premises		6
3.2 Waste		6
3.3 Governmental Regulations		6
3.4 Air Quality Permits		7
3.5 Utilities		7
ARTICLE IV
ALTERATIONS, ADDITIONS AND IMPROVEMENTS
7
ARTICLE V
MAINTENANCE OF PREMISES
8
5.1 Maintenance by Lessee		8
5.2 Operation of Premises		8
5.3 Surrender of Premises		8
5.4 Release of Hazardous Substances		8
ARTICLE VI
TAXES, ASSESSMENTS
9
6.1 Lessee’s Obligation to Pay		9
6.2 Manner of Payment		9

i 

	Page No.
ARTICLE VII
EMINENT DOMAIN; CASUALTY; INSURANCE
10
7.1 Total Condemnation of Premises		10
7.2 Partial Condemnation		10
7.3 Damages and Right to Additional Property		10
7.4 Insurance		11
ARTICLE VIII
ASSIGNMENT AND SUBLETTING
11
8.1 Assignment and Subletting		11
8.2 Release of Lessor		11
8.3 Release of Lessee		11
ARTICLE IX
DEFAULTS; REMEDIES; TERMINATION
11
9.1 Default by Lessee		11
9.2 Lessor’s Remedies		11
9.3 Default by Lessor		12
9.4 Lessee’s Remedies		12
ARTICLE X
INDEMNITY
12
10.1 Indemnification by Lessor		12
10.2 Indemnification by Lessee		13
10.3 Matters Involving a Third Party		13
10.4 Survival		14
10.5 Ancillary Agreements		14
ARTICLE XI
GENERAL PROVISIONS
14
11.1 Estoppel Certificates		14
11.2 Severability		14
11.3 Time of Essence		14
11.4 Captions		14
11.5 Entire Agreement; Amendment		14
11.6 Schedules and Exhibits		14
11.7 Notices		15
11.8 Waivers		16
11.9 No Partnership		16
11.10 No Third Party Beneficiaries		16
11.11 Waiver of Landlord’s Lien		16
11.12 Mutual Cooperation; Further Assurances		16

ii 

	Page No.
11.13 Recording		16
11.14 Binding Effect		16
11.15 Choice of Law		17
11.16 Warranty of Peaceful Possession		17
11.17 Force Majeure		17
11.18 Survival		17
11.19 AS IS, WHERE IS		17
11.20 Relocation of Pipelines; Amendment		18
11.21 Option		18

iii 

EXHIBITS AND SCHEDULES

Exhibits
Exhibit A	—	Description of Premises
Exhibit B	—	Memorandum of Lease
Schedules
Schedule 1.1(b)	—	Matters which are not part of the Premises
Schedule 7.4	—	Insurance Requirements

iv 

LEASE AND ACCESS AGREEMENT
(Cheyenne)

     THIS LEASE AND ACCESS AGREEMENT (CHEYENNE) (this “Lease”) is made and entered into as of November 9, 2011 to be effective as of 12:01 a.m. Dallas, Texas time on November 1, 2011, between FRONTIER REFINING LLC, a limited liability company organized and existing under the laws of Delaware (herein called “Lessor”), and CHEYENNE LOGISTICS LLC, a limited liability company organized and existing under the laws of Delaware (“Lessee”). Lessor and Lessee are each referred to individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

     WHEREAS, pursuant to the terms of that certain LLC Interest Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”) by and among HollyFrontier Corporation, a Delaware corporation, Lessor and Frontier El Dorado Refining LLC, a Delaware limited liability company, as Sellers, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), as Buyer, and Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership acquired all of the issued and outstanding limited liability company interests of Lessee, the owner of the Relevant Assets (as defined below) located on the Refinery Site (defined below); and

     WHEREAS, simultaneously herewith, Lessor and Lessee are entering into that certain Site Services Agreement (Cheyenne) dated as of the date hereof (the “Site Services Agreement”) to provide Lessee with shared use of certain services, utilities, materials and facilities that are necessary to operate and maintain the Relevant Assets as currently operated and maintained;

     NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual agreements hereinafter set forth, Lessor and Lessee covenant and agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

     1.1 Certain Defined Terms. Unless the context otherwise requires, the following terms shall have the respective meanings set forth in this Section 1.1:

     “Additional Improvements” shall have the meaning ascribed to such term in Article IV.

     “Affiliates” shall have the meaning ascribed to such term in the Purchase Agreement.

     “Ancillary Agreements” means collectively, the Purchase Agreement, the Site Services Agreement, the Throughput Agreement, and any other agreement executed by any of the parties hereto in connection with the Operating Partnership’s acquisition of Lessee and Lessee’s ownership of the Relevant Assets that has not been amended and restated or superseded.

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     “Bankruptcy Event” shall have the meaning ascribed to such term in the Site Services Agreement.

     “Casualty Event” shall have the meaning ascribed to such term in Section 7.3.

     “Claims” shall have the meaning ascribed to such term in Section 10.1.

     “Commencement Date” shall have the meaning ascribed to such term in Section 2.1.

     “Connection Facilities” shall have the meaning ascribed to such term in the Site Services Agreement.

     “Credit Agreement” shall have the meaning ascribed to such term in Section 11.21.

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

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

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

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

     “Indemnified Party” means the Party seeking indemnification under Section 10.1 or Section 10.2.

2

     “Indemnifying Party” means the Party required to provide indemnification under Section 10.1 or Section 10.2.

     “Laws” 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 of, 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.

     “Lease” shall have the meaning ascribed to such term in the preface to this Lease.

     “Lessee” shall have the meaning ascribed to such term in the preface to this Lease.

     “Lessee Indemnified Parties” shall have the meaning ascribed to such term in Section 10.1.

     “Lessee Release” shall have the meaning ascribed to such term in Section 11.13.

     “Lessee’s Parties” shall have the meaning ascribed to such term in Section 2.2(a).

     “Lessor” shall have the meaning ascribed to such term in the preface to this Lease.

     “Lessor Indemnified Parties” shall have the meaning ascribed to such term in Section 10.2.

     “Lessor’s Parties” shall have the meaning ascribed to such term in Section 2.2(b).

     “Operating Partnership” shall have the meaning set forth in the recitals.

     “Party” and “Parties” shall have the meanings ascribed to such term in the preface to this Lease.

     “Permits” means all permits, licenses, franchises, authorities, consents, and approvals, as necessary under applicable Laws, including Environmental Laws, for operating the Relevant Assets and/or the Premises.

     “Person” means any individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or Governmental Authority (or any department, agency or political subdivision thereof).

     “Post-Maturity Rate” shall have the meaning ascribed to such term in Section 9.2.

     “Premises” means those certain tracts or parcels of land on which the Relevant Assets are situated, such land being located in the City of Cheyenne, Laramie County, Wyoming, more

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particularly described or identified on Exhibit A attached hereto and made a part hereof for all purposes together with all right, title and interest, if any, of Lessor in and to all accretion attaching to the land and any rights to submerged lands or interests in riparian rights or riparian grants owned by Lessor and adjoining the land shown on said Exhibit A, but excluding (i) the Relevant Assets, (ii) the Additional Improvements, and (iii) those matters set forth on Schedule 1.1(b).

     “Purchase Agreement” shall have the meaning set forth in the recitals.

     “Refinery” means Lessor’s refinery located at the Refinery Site.

     “Refinery Site” means that certain tract(s) or parcel(s) of land located in the City of Cheyenne, Laramie County, Wyoming, on which the Premises are located.

     “Relevant Assets” means the Cheyenne Assets, as such term is defined in the Purchase Agreement.

     “Rent” shall have the meaning ascribed to such term in Section 2.3.

     “Shared Access Facilities” shall have the meaning ascribed to such term in Section 2.2(a).

     “Site Services Agreement” shall have the meaning set forth in the recitals.

     “SUMF Assets” shall have the meaning ascribed to such term in the Site Services Agreement.

     “Taxes” shall have the meaning ascribed to such term in Section 6.1.

     “Term” shall have the meaning ascribed to such term in Section 2.1.

     “Third Party” shall mean a Person which is not (a) Lessor or an Affiliate of Lessor, (b) Lessee or an Affiliate of Lessee or (c) a Person that, after the signing of this Lease becomes a successor entity of Lessor, Lessee or any of their respective Affiliates. An employee of Lessor or Lessee shall not be deemed an Affiliate.

     “Third-Party Claim” shall have the meaning ascribed to such term in Section 10.3.

     “Throughput Agreement” means the Pipelines, Tankage and Loading Rack Throughput Agreement (Cheyenne) by and between Lessor and Lessee dated evenly herewith.

     1.2 References. As used in this Lease, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Lease, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Lease), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms

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thereof and, if applicable, the terms of this Lease; (e) reference to any Section means such Section of this Lease, and references in any Section or definition to any clause means such clause of such Section or definition; (f) “hereunder”, “hereof”, “hereto” and words of similar import will be deemed references to this Lease as a whole and not to any particular Section or other provision hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and (h) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and ‘through” means “through and including.”

     1.3 Headings. The headings of the Sections of this Lease and of the Schedules and Exhibits are included for convenience only and shall not be deemed to constitute part of this Lease or to affect the construction or interpretation hereof or thereof.

ARTICLE II
DEMISE OF PREMISES AND TERM

     2.1 Demise of Premises and Term.

          (a) In consideration of the rents, covenants, and agreements set forth herein and subject to the terms and conditions hereof, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the Premises for a term commencing on the effective date hereof (the “Commencement Date”) and ending at midnight on the date which is fifty (50) years after the date hereof, and after such date the term of this Lease shall be automatically renewed for a maximum of four (4) successive ten-year periods thereafter (the “Term”); provided, however, Lessee may terminate this Lease at the end of such initial period or any subsequent ten-year period by delivering written notice to Lessor, on or before 180 days prior to the end of any such period, that Lessee has elected to terminate this Lease.

          (b) At Lessee’s option, Lessee may terminate this Lease, by providing written notice to Lessor on or before 180 days prior to the desired termination date if Lessee ceases to operate the Relevant Assets and Additional Improvements or ceases its business operations. In the event of such termination pursuant to this Section 2.1(b), Lessor shall retain one half of the remaining Rent (as defined below) for the then current 12-month rental period as set forth in Section 2.3 below as its sole and exclusive remedy for such early termination and shall refund to Lessee the remaining Rent.

     2.2 Access.

          (a) Lessor hereby grants to Lessee and its respective Affiliates, agents, employees and contractors (collectively, “Lessee’s Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by Lessee as a stand-alone enterprise, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”.

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Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement.

          (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises and the Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, and (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Premises and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises.

     2.3 Rent. As rental for the Premises during the Term, Lessee agrees to pay to Lessor for each 12-month period of the Term One Hundred and 00/100 ($100.00) (the “Rent”) on or before the 1st day of each 12-month period, the first such payment being due within 30 days of the Commencement Date of the Term.

     2.4 Place of Payment. All Rent shall be payable in lawful money of the United States of America at Lessor’s address set forth in Section 11.7.

     2.5 Net Lease. Except as herein otherwise expressly provided in this Lease and in the Ancillary Agreements, this is a net lease and Lessor shall not at any time be required to pay any utility charges or any costs associated with the maintenance, repair, alteration or improvement of the Premises or to provide any services or do any act or thing with respect to the Premises or any part thereof or any appurtenances thereto, and the Rent reserved herein shall be paid without any claim on the part of Lessee for diminution, setoff or abatement and nothing shall suspend, abate or reduce any Rent to be paid hereunder, except as expressly provided herein.

ARTICLE III
CONDUCT OF BUSINESS

     3.1 Use of Premises. Lessee shall have the right to use the Premises for the purpose of owning, operating, maintaining, repairing, replacing, improving, and expanding the Relevant Assets and the Additional Improvements and for any other lawful purpose associated with the operation and ownership of the Relevant Assets and the Additional Improvements.

     3.2 Waste. Subject to the obligations of Lessor under the Ancillary Agreements, Lessee shall not commit, or suffer to be committed, any waste to the Premises, ordinary wear and tear or casualty excepted.

     3.3 Governmental Regulations. Subject to the obligations of Lessor to Lessee under this Lease and the Ancillary Agreements including the indemnity provisions contained in the Ancillary Agreements, Lessee shall, at Lessee’s sole cost and expense, at all times comply with

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all applicable requirements (including requirements under Environmental Laws) of all Governmental Authorities now in force, or which may hereafter be in force, pertaining to the Premises, and shall faithfully observe all Laws now in force or which may hereafter be in force pertaining to the Premises or the use, maintenance or operation thereof. Lessee shall give prompt written notice to Lessor of Lessee’s receipt from time to time of any notice of non-compliance, order or other directive from any court or other Governmental Authority under Environmental Laws relating to the Premises. If Lessor reasonably believes at any time that Lessee is not complying with all applicable legal requirements (including requirements under Environmental Laws) with respect to the Relevant Assets and Additional Improvements, it will provide reasonable notice to Lessee of such condition. If Lessee fails to take appropriate action to cause such assets to comply with applicable Laws or take other actions required under applicable Laws within 30 days of Lessor’s reasonable notice, Lessor may, without further notice to Lessee, take such actions for Lessee’s account. Within 30 days following the date Lessor delivers to Lessee evidence of payment for those actions by Lessor reasonably necessary to cause the Relevant Assets and Additional Improvements to achieve compliance with applicable Laws because of Lessee’s failure to do so, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf.

     3.4 Air Quality Permits. Notwithstanding Lessee’s obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with applicable Laws, Lessor and Lessee acknowledge that Lessor may, as required by any applicable Governmental Authorities, maintain air quality permits in its name. Consequently and also for the ease of administration, Lessor may maintain in its name the air quality permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Laws; provided that upon Lessor’s written request Lessee shall apply for, obtain and maintain any such permits in its name. Except as provided in the preceding sentence, nothing in this Lease shall reduce Lessee’s obligations under Laws with respect to the Relevant Assets and Additional Improvements.

     3.5 Utilities. Lessor shall provide all utilities (electricity, natural gas, water, steam, etc.) necessary for Lessee’s operation of the Relevant Assets and the Additional Improvements in accordance with the provisions of the Site Services Agreement.

ARTICLE IV
ALTERATIONS, ADDITIONS AND IMPROVEMENTS

     Subject to the provisions of this Article IV, Lessee may make any alterations, additions, improvements or other changes to the Premises and the Relevant Assets as may be necessary or useful in connection with the operation of the Relevant Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Premises or any of the Shared Access Facilities, Lessee shall notify Lessor in writing in advance and the parties shall negotiate in good faith any increase to the fees paid by Lessee under the Site Services Agreement by Lessee or otherwise provide for reimbursement of any material increase in cost (if any) to Lessor under the Site Services Agreement that results from any modifications to the Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements, or as otherwise mutually agreed by the parties. Any

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alteration, addition, improvement or other change to the Premises, Relevant Assets or Additional Improvements (and, if agreed by Lessee and Lessor, to the Shared Access Facilities) by Lessee shall be made in a good and workmanlike manner and in accordance with all applicable Laws. The Relevant Assets and all Additional Improvements shall remain the property of Lessee and shall be removed by Lessee within one (1) year after termination of this Lease (provided that such can be removed by Lessee without unreasonable damage or harm to the Premises) or, at Lessee’s option exercisable by notice to Lessor, surrendered to Lessor upon the termination of this Lease. Lessee shall not have the right or power to create or permit any lien of any kind or character on the Premises by reason of repair or construction or other work. In the event any such lien is filed against the Premises, Lessee shall cause such lien to be discharged or bonded within thirty (30) days of the date of filing thereof.

ARTICLE V
MAINTENANCE OF PREMISES

     5.1 Maintenance by Lessee. Except as otherwise expressly provided in this Article V and in Article VII or elsewhere in this Lease and subject to the obligations of Lessor and Lessee under the Ancillary Agreements, including any indemnity provisions contained in the Ancillary Agreements, Lessee shall at its sole cost, risk and expense at all times keep the Premises and Additional Improvements (to the extent such Additional Improvements are located on the Shared Access Facilities) in good order and repair and make all necessary repairs thereto, structural and nonstructural, ordinary and extraordinary, and unforeseen and foreseen. When used in this Section 5.1, the term “repairs” shall include all necessary replacements, renewal, alterations and additions. All repairs made by Lessee shall be made in accordance with normal and customary practices in the industry, in a good and workmanlike manner, and in accordance with all applicable Laws.

     5.2 Operation of Premises. Subject to the obligations of Lessor and Lessee in this Lease and under the Ancillary Agreements, including any indemnity provisions contained in the Ancillary Agreements, Lessee covenants and agrees to operate the Relevant Assets and Additional Improvements located on the Premises in accordance with normal and customary practices in the industry and all applicable Laws and other requirements of applicable Governmental Authorities now in force, or which may hereafter be in force, pertaining to the Premises or the use or operation thereof.

     5.3 Surrender of Premises. Lessee shall at the expiration of the Term or at any earlier termination of this Lease, surrender the Premises to Lessor in as good condition as it received the same, ordinary wear and tear, and limitations permitted by Article VII excepted and in accordance with the provisions of Article IV.

     5.4 Release of Hazardous Substances. Lessee shall give prompt notice to Lessor of any release of any Hazardous Substances on or at the Premises not in compliance with Environmental Laws that occur during the Term. Lessor shall immediately take all steps necessary to contain or remediate (or both) any such release and provide any governmental notifications required by Law. If Lessor believes at any time that Lessee is failing to contain or remediate in compliance with all applicable Laws (including Environmental Laws) any release arising from Lessee’s operation of the Relevant Assets or Additional Improvements or Lessee’s

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failure to comply with its obligations pursuant to this Lease, Lessor will provide reasonable notice to Lessee of such failure. If Lessee fails to take appropriate action to contain or remediate such a release or take other actions required under applicable Laws or this Lease within 30 days of Lessor’s reasonable notice, Lessor may, without further notice to Lessee, take such actions for Lessee’s account. Within 30 days following the date Lessor delivers to Lessee evidence of payment for those actions by Lessor reasonably necessary to contain or remediate a release or otherwise achieve compliance with applicable Laws or this Lease because of Lessee’s failure to do so, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf.

ARTICLE VI
TAXES, ASSESSMENTS

     6.1 Lessee’s Obligation to Pay. Lessee shall pay during the Term, all federal, state and local real and personal property ad valorem taxes, assessments, and other governmental charges, general and special, ordinary and extraordinary, including assessments for public improvements or benefits assessed against the Premises, or improvements situated thereon, including the Relevant Assets and all Additional Improvements (but excluding any Shared Access Facilities and any SUMF Assets) for the period after the Commencement Date, that are payable to any lawful authority assessed against or with respect to the Premises or the use or operation thereof during the Term, including any federal, state or local income, gross receipts, withholding, franchise, excise, sales, use, value added, recording, transfer or stamp tax, levy, duty, charge or withholding of any kind imposed or assessed by any federal, state or local government, agency or authority, together with any addition to tax, penalty, fine or interest thereon, other than state or U.S. federal income tax imposed upon the taxable income of Lessor and any franchise taxes imposed upon Lessor (such taxes and assessments being hereinafter called “Taxes”). In the event that Lessee fails to pay its share of such Taxes in accordance with the provisions of this Section 6.1 prior to the time the same become delinquent, Lessor may pay the same and Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf within 30 days following the date Lessor delivers to Lessee evidence of such payment.

     6.2 Manner of Payment. Upon notice by Lessee to Lessor, Lessor and Lessee shall use commercially reasonable efforts to cause the Premises and the Relevant Assets (including all Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by applicable Law). During the Term but subject to the provisions of Section 6.1, Lessee shall pay all Taxes assessed directly against the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. Until such time as Lessor and Lessee can cause the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) to be separately assessed as provided above, Lessee shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), subject to the terms of Section 6.1. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence,

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payment, nonpayment and amount of such Taxes. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessee contests such items then Lessor shall cooperate with Lessee in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such years that are coincident with the applicable tax years and for which each applicable Party is responsible.

ARTICLE VII
EMINENT DOMAIN; CASUALTY; INSURANCE

     7.1 Total Condemnation of Premises. If the whole of the Premises are acquired or condemned by eminent domain for any public or quasi-public use or purpose, then this Lease shall terminate as of the date title vests in any public agency. All rentals and other charges owing hereunder shall be prorated as of such date.

     7.2 Partial Condemnation. If any part of the Premises is acquired or condemned as set forth in Section 7.1, and if in Lessee’s reasonable opinion such partial taking or condemnation renders the Premises unsuitable for the business of Lessee, then this Lease shall terminate at Lessee’s election as of the date title vests in any public agency, provided Lessee delivers to Lessor written notice of such election to terminate within 60 days following the date title vests in such public agency. In the event of such termination, all rentals and other charges owing hereunder shall be prorated as of such effective date of termination.

     7.3 Damages and Right to Additional Property. Lessor shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee title of the Premises, provided that the net amount which may be awarded or tendered to Lessor in such condemnation proceedings (less all legal and other expenses incurred by Lessor in connection with such taking) shall (as long as Lessee is not then in default hereunder) be used to pay for any restoration by Lessee of the Relevant Assets, the Additional Improvements and/or the remainder of the Premises hereof to the extent Lessee desires any of the same to be restored. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the Relevant Assets, the Additional Improvements and/or Lessee’s business by reason of the condemnation, including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including the Relevant Assets and the Additional Improvements, from the Premises.

          During any periods of time during which the Relevant Assets and/or Additional Improvements are destroyed, damaged, or are being restored or reconstructed (each a “Casualty Event”) under the terms of this Section, Rent hereunder shall be abated in the proportion that Lessee’s use thereof is impacted by such Casualty Event, on the condition that Lessee uses commercially reasonable efforts to mitigate the disruption to its business caused by such Casualty Event.

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     7.4 Insurance. Except as otherwise agreed by Lessor and Lessee, Lessee shall, at all times, maintain or cause to be maintained insurance with respect to the Premises, the Relevant Assets and the Additional Improvements in accordance with the requirements identified on Schedule 7.4 hereto.

ARTICLE VIII
ASSIGNMENT AND SUBLETTING

     8.1 Assignment and Subletting. This Agreement may be assigned in connection with, and subject to the terms and conditions set forth in Section 13(b) of, the Throughput Agreement, which such terms and conditions are incorporated herein by reference.

     8.2 Release of Lessor. Any assignment of this Lease by Lessor in accordance with Section 8.1 shall operate to terminate the liability of Lessor for all obligations under this Lease accruing after the date of any such assignment.

     8.3 Release of Lessee. Any assignment of this Lease by Lessee in accordance with Section 8.1 shall operate to terminate the liability of Lessee for all obligations under this Lease accruing after the date of any such assignment.

ARTICLE IX
DEFAULTS; REMEDIES; TERMINATION

     9.1 Default by Lessee. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:

          (a) The failure by Lessee to make when due any payment of Rent or any other payment required to be made by Lessee hereunder, if such failure continues for a period of 90 days following written notice from Lessor;

          (b) The failure by Lessee to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by Lessee, if such failure continues for a period of 90 days following written notice from Lessor; provided, however, if a reasonable time to cure such default would exceed 90 days, Lessee shall not be in default so long as Lessee begins to cure such default within 90 days of receiving written notice from Lessor and thereafter completes the curing of such default within reasonable period of time (under the circumstances) following the receipt of such written notice from Lessor; or

          (c) The occurrence of any Bankruptcy Event.

     9.2 Lessor’s Remedies.

          (a) In the event of any such material default under or material breach of the terms of this Lease by Lessee, Lessor may, at Lessor’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand, terminate this Lease and Lessee’s right to possession of the Premises and forthwith repossess the Premises by any lawful means in which event Lessee shall immediately surrender possession of the Premises to Lessor; and any such action on the part of Lessor shall be in addition to any other remedy that may be

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available to Lessor for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

          (b) If, by the terms of this Lease, Lessee is required to do or perform any act or to pay any sum to a Third Party, and fails or refuses to do so, Lessor, after 30 days written notice to Lessee, without waiving any other right or remedy hereunder for such default, may do or perform such act, at Lessee’s expense, or pay such sum for and on behalf of Lessee, and the amounts so expended by Lessor shall be repayable on demand, and bear interest from the date expended by Lessor until paid at a rate equal to the lesser of (i) an interest rate equal to the “Prime Rate” as published in The Wall Street Journal, Southwest Edition, in its listing of “Money Rates” plus two percent (2%) or (ii) the maximum non-usurious rate of interest permitted to be charged Lessee under applicable Law (the “Post-Maturity Rate”). Past due Rent and any other past due payments required hereunder shall bear interest from maturity until paid at the Post-Maturity Rate.

     9.3 Default by Lessor. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessor:

          (a) The failure by Lessor to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by Lessor, if such failure continues for a period of 30 days following written notice from Lessee; provided, however, if a reasonable time to cure such default would exceed 30 days, Lessor shall not be in default so long as Lessor begins to cure such default within 30 days of receiving written notice from Lessee and thereafter completes the curing of such default within a reasonable period of time following the receipt of such written notice from Lessee; or

          (b) The occurrence of a Bankruptcy Event.

     9.4 Lessee’s Remedies. In the event of any such default under or breach of the terms of this Lease by Lessor, Lessee may, at Lessee’s option, at any time thereafter that such default or breach remains uncured, after ten days prior written notice to Lessee, perform any act that Lessor is required to do or perform any act or to pay any sum to a Third Party, at Lessor’s expense (to the extent the terms of this Lease require such performance at Lessor’s expense) or pay such sum for and on behalf of Lessor, and the amounts so expended by Lessee shall be repayable on demand, and bear interest from the date expended by Lessee until paid at the Post-Maturity Rate. Lessee may, at Lessee’s option, deduct any such amounts so expended by Lessee from the Rent and any other amounts owed hereunder or under any Ancillary Agreement and any such action on the part of Lessee shall be in addition to any other remedy that may be available to Lessee for default or breach of contract, or otherwise, including the right of setoff.

ARTICLE X
INDEMNITY

     10.1 Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and keep harmless Lessee and its Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities,

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obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, the “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, or (b) the exercise of Lessor’s rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTION.

     10.2 Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, but expressly excluding any Claims arising pursuant to Lessee’s non-compliance with any Environmental Law or the release of any Hazardous Substance (such Claims to be addressed pursuant to the indemnification obligations of the Omnibus Agreement), or (b) the exercise of Lessee’s rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

     10.3 Matters Involving a Third Party. If any Third Party shall notify either Lessor or Lessee with respect to any action or claim by a Third Party (a “Third-Party Claim”) that may give rise to a right to claim for indemnification against the other Party under Section 10.1 or

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Section 10.2, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that failure to give timely notice shall not affect the right to indemnification to the extent such failure to give timely notice is not prejudicial to the Indemnifying Party.

     10.4 Survival. Notwithstanding anything contained in this Lease to the contrary, the provisions of this Article X shall survive the expiration or earlier termination of this Lease.

     10.5 Ancillary Agreements. The Ancillary Agreements contain additional indemnity provisions. The indemnities contained in this Article X are in addition to and not in lieu of the indemnity provisions contained in the Ancillary Agreements.

ARTICLE XI
GENERAL PROVISIONS

     11.1 Estoppel Certificates. Lessee and Lessor shall, at any time and from time to time upon not less than 20 days prior written request from the other party, execute, acknowledge and deliver to the other a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which Rent and other charges are paid, and (b) acknowledging that there are not, to the executing party’s knowledge, any uncured defaults on the part of the other party hereunder (or specifying such defaults, if any are claimed). Any such statement may be conclusively relied upon by any prospective purchaser of the Premises or the leasehold evidenced by this Lease or any lender with respect to the Premises or the leasehold evidenced by this Lease. Nothing in this Section 11.1 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Premises by Lessee.

     11.2 Severability. The invalidity or unenforceability of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity or enforceability of any other provision hereof.

     11.3 Time of Essence. Time is of the essence in the performance of all obligations falling due hereunder.

     11.4 Captions. The headings to Articles, Sections and other subdivisions of this Lease are inserted for convenience of reference only and will not affect the meaning or interpretation of this Lease.

     11.5 Entire Agreement; Amendment. This Lease, including the exhibits and schedules attached hereto, constitutes the entire agreement and understanding between the parties hereto with respect to the lease of the Premises, and supersedes all prior and contemporaneous agreements and undertakings of the parties, in connection herewith. This Lease may be modified in writing only, signed by the parties in interest at the time of modification.

     11.6 Schedules and Exhibits. All schedules and exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by such reference.

14

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

Notices to Lessor:

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: President
Email address: president@hollyfrontier.com

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

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyfrontier.com

Notices to Lessee:

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, TX 75201
Attn: President
Email address: president@hollyenergy.com

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

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyenergy.com

     Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 11.7.

15

     11.8 Waivers. No waiver or waivers of any breach or default or any breaches or defaults by either Party of any term, condition or liability of or performance by the other party of any duty or obligation hereunder shall be deemed or construed to be a waiver or waivers of subsequent breaches or defaults of any kind, character or description under any circumstance. The acceptance of Rent hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular Rent so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of acceptance of such Rent.

     11.9 No Partnership. The relationship between Lessor and Lessee at all times shall remain solely that of landlord and tenant and shall not be deemed a partnership or joint venture.

     11.10 No Third Party Beneficiaries. Subject to the provisions of Article X and Section 11.14 hereof, this Lease inures to the sole and exclusive benefit of Lessor and Lessee, their respective Affiliates, successors, legal representatives, sublessees and assigns, and confers no benefit on any third party.

     11.11 Waiver of Landlord’s Lien. To the extent permitted by Law, Lessor hereby expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon Lessee’s personal property now or hereafter installed or placed in or on the Premises, which otherwise might exist to secure payment of the sums herein provided to be paid by Lessee to Lessor.

     11.12 Mutual Cooperation; Further Assurances. Upon request by either Party from time to time during the Term, each Party hereto agrees to execute and deliver all such other and additional instruments, notices and other documents and do all such other acts and things as may be reasonably necessary to carry out the purposes of this Lease and to more fully assure the Parties’ rights and interests provided for hereunder. Each of Lessor and Lessee agrees to reasonably cooperate with the other on all matters relating to required Permits and regulatory compliance by either Lessee or Lessor in respect of the Premises so as to ensure continued full operation of the Premises by Lessee pursuant to the terms of this Lease.

     11.13 Recording. Upon the request of Lessor or Lessee, Lessor and Lessee shall execute, acknowledge, deliver and record a “short form” memorandum of this Lease in the form of Exhibit B attached hereto and made a part hereof for all purposes. Promptly upon request by Lessor at any time following the expiration or earlier termination of this Lease, however such termination may be brought about, Lessee shall execute and deliver to Lessor an instrument, in recordable form, evidencing the termination of this Lease and the release by Lessee of all of Lessee’s right, title and interest in and to the Premises existing under and by virtue of this Lease (the “Lessee Release”) and Lessee grants Lessor an irrevocable power of attorney coupled with an interest for the purpose of executing the Lessee Release in the name of the Lessee. This Section 11.13 shall survive the termination of this Lease.

     11.14 Binding Effect. Except as herein otherwise expressly provided, this Lease shall be binding upon and inure to the benefit of the Parties and their respective successors, sublessees and assigns. Nothing in this Section shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Premises by the Parties.

16

     11.15 Choice of Law. The provisions of this Lease shall be governed by and construed in accordance with the laws of the State of Wyoming, excluding any conflicts-of-law rule or principle that might require the application of laws of another jurisdiction.

     11.16 Warranty of Peaceful Possession. Lessor covenants and warrants that Lessee, upon paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Lessee’s part to be observed and performed hereunder, may peaceably and quietly have, hold, occupy, use and enjoy, and, subject to the terms of this Lease, shall have the full, exclusive, and unrestricted use and enjoyment of, all the Premises during the Term for the purposes permitted herein, and Lessor agrees to warrant and forever defend title to the Premises against the claims of any and all persons whomsoever lawfully claiming or to claim the same or any part thereof.

     11.17 Force Majeure. In the event of Lessor or Lessee being rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Lease, other than to make payments due hereunder and the obligations under Section 11.16, it is agreed that on such Party’s giving notice and full particulars of such Force Majeure to the other Party as soon as practicable after the occurrence of the cause relied on, then the obligations of the Parties, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall, as far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirements that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty. Notwithstanding anything in this Lease to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

     11.18 Survival. All obligations of Lessor and Lessee that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. Lessor and Lessee further expressly agree that all provisions of this Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Lease.

     11.19 AS IS, WHERE IS. SUBJECT TO ALL OF THE OBLIGATIONS OF LESSOR UNDER THIS LEASE INCLUDING THOSE SET FORTH IN ARTICLE V, ARTICLE X AND SECTION 11.16, LESSEE HEREBY ACCEPTS THE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL CONDITION OF THE PREMISES, INCLUDING THE PREMISES’ MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

17

     11.20 Relocation of Pipelines; Amendment. If Lessor elects to move certain pipelines within the Refinery Site, and such relocation of the pipelines requires relocation of any of the Relevant Assets, then this Agreement shall continue in full force and effect; provided, however, the Parties shall execute an amendment hereto reflecting the new location(s) of the Relevant Assets.

     11.21 Option. Following the termination or expiration of the Throughput Agreement, including any renewal, extension, or replacement agreement thereof subject to Section 7 of the Throughput Agreement, Lessor shall have an option, and Lessee hereby grants such option, to purchase the Relevant Assets at a cost equal to the fair market value thereof, as reasonably determined by Lessor and Lessee. In the event that Lessor and Lessee cannot agree as to the fair market value of the Relevant Assets, each party shall select a qualified appraiser. The two appraisers shall give their opinion of the fair market value of the Relevant Assets within 20 days after their retention. In the event the opinions of the two appraisers differ and, after good faith efforts over the succeeding 20-day period, they cannot mutually agree, the appraisers shall immediately and jointly appoint a third qualified appraiser. The third appraiser shall immediately (within five days) choose either the determination of Lessor’s appraiser or Lessee’s appraiser and such choice of this third appraiser shall be final and binding on Lessor and Lessee. Each party shall pay its own costs for its appraiser. Following the determination of the fair market value of the Relevant Assets by the appraisers, the parties shall equally share the costs of any third appraiser. Upon Lessor’s exercise of the option granted pursuant to this Section, Lessor and Lessee shall cooperate to convey the Relevant Assets from Lessee to Lessor. The terms and conditions of this Section 11.21 shall survive the termination or expiration of this Agreement or the Throughput Agreement. If Lessor chooses to exercise its option granted pursuant to this Section, the sale of the Relevant Assets shall be subject to the receipt of any consents or waivers required pursuant to the Second Amended and Restated Credit Agreement, dated as of February 14, 2011 (the “Credit Agreement”), among Holly Energy Partners — Operating, L.P., Wells Fargo Bank, N.A., individually and as Administrative Agent, Union Bank, N.A., as administrative agent under the Prior Credit Agreement (as defined in the Credit Agreement) and syndication agent, BBVA Compass Bank and U.S. Bank, N.A., as co-documentation agents, and each of the Lenders (as defined in the Credit Agreement), as such agreement may be amended, restated, otherwise modified or refinanced from time to time.

[Remainder of Page Intentionally Left Blank]

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     The parties hereto have executed this Lease to be effective as of the Commencement Date.

LESSOR:
	FRONTIER REFINING LLC,
	a Delaware limited liability company
	By:	/s/ James M. Stump
	Name:	James M. Stump
	Title:	Senior Vice President, Refinery Operations
LESSEE:
	CHEYENNE LOGISTICS LLC,
	a Delaware limited liability company
	By:	/s/ Mark T. Cunningham
	Name:	Mark T. Cunningham
	Title:	Vice President, Operations

[Signature Page to Lease and Access Agreement (Cheyenne)]

EXHIBIT A

See attached.

A-1

EXHIBIT B

MEMORANDUM OF LEASE

     THIS MEMORANDUM OF LEASE (this “Memorandum”) is made and entered into as of November 9, 2011 to be effective as of 12:01 a.m. Dallas, Texas time on November 1, 2011 to reflect the existence of a Lease and Access Agreement dated of even date herewith, by and between FRONTIER REFINING LLC, a limited liability company organized and existing under the laws of Delaware, having an office address at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201 (“Lessor”), and CHEYENNE LOGISTICS LLC, a limited liability company organized and existing under the laws of Delaware, having an office address at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201 (“Lessee”). Such Lease and Access Agreement is herein referred to as the “Ground Lease”. Lessor and Lessee are collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

     A. Lessor is the owner of those certain tracts or parcels of land and appurtenant rights on which the Relevant Assets (as defined below) are situated (“Lessor’s Property”).

     B. Pursuant to the terms of that certain LLC Interest Purchase Agreement (the “Purchase Agreement”), dated November 1, 2011, by and among HollyFrontier Corporation, a Delaware corporation, Lessor and Frontier El Dorado Refining LLC, a Delaware limited liability company, as Sellers, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), as Buyer, and Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership acquired all of the issued and outstanding limited liability company interests of Lessee, the owner of the certain assets (the “Relevant Assets”) located on the real property more particularly described on Exhibit A annexed hereto and made a part hereof (the “Premises”).

     C. Lessor has leased the Premises to Lessee pursuant to the terms of the Ground Lease.

     D. Lessor has granted to Lessee certain rights of access and use to those portions of Lessor’s Property that are not part of the Premises (the “Refinery and Terminal Site”).

     E. Lessor and Lessee have entered into the Ground Lease and desire to give public notice of the existence of certain of their rights and agreements thereunder. Capitalized terms which are used but not defined herein shall have the meanings given to them in the full text of the Ground Lease.

B-1

     NOW, THEREFORE, the Parties do hereby give public notice as follows:

     1. Term of Ground Lease. The initial Term of the Ground Lease commences on November 1, 2011, and terminates on October 31, 2061, and after such date the Term of the Ground Lease shall be automatically renewed for a maximum of four (4) successive ten-year periods thereafter unless the Term of the Ground Lease is sooner terminated pursuant to the provisions thereof.

     2. Early Termination Rights. Lessee has the right, in Lessee’s sole and absolute discretion, to terminate the Ground Lease, without penalty or premium, if Lessee ceases to operate the Relevant Assets and Additional Improvements (as defined in the Ground Lease), or ceases its business.

     3. Access Rights of Lessee to the Refinery and Terminal Site. Pursuant to the terms and provisions of the Ground Lease, Lessee has been granted certain non-exclusive access rights to use various portions of the Refinery and Terminal Site.

     4. Reservation of Rights of Lessor of Access to the Premises. Pursuant to the terms of the Ground Lease, Lessor has retained certain rights of access to the Premises for the purposes set forth in the Ground Lease.

     5. Option Rights. Pursuant to the terms of the Ground Lease, Lessor has an option to purchase the Relevant Assets under certain terms and conditions.

     6. Ground Lease Governs. This Memorandum has been executed and recorded as notice of the Ground Lease in lieu of recording the Ground Lease itself. Lessor and Lessee intend that this instrument be only a memorandum of the Ground Lease, and reference is hereby made to the Ground Lease itself for all of the terms, covenants and conditions thereof. Lessor and Lessee hereby covenant and agree that this Memorandum is and shall be subject to the terms and conditions more particularly set forth in the Ground Lease. This Memorandum is not intended to modify, limit or otherwise alter the terms, conditions and provisions of the Ground Lease. In the event of any conflict, ambiguity or inconsistency between the terms and provisions of this Memorandum and the terms and provisions of the Ground Lease, the terms and provisions of the Ground Lease shall govern, control and prevail.

B-2

     IN WITNESS WHEREOF, the undersigned have caused this Memorandum to be executed as of November __, 2011 to be effective as of November 1, 2011.

ATTEST:	LESSOR:
	FRONTIER REFINING LLC,
	a Delaware limited liability company
Name:
Title:
	By:
	Name:	James M. Stump
	Title:	Senior Vice President, Refinery Operations
ATTEST:	LESSEE:
	CHEYENNE LOGISTICS LLC,
	a Delaware limited liability company
Name:	By:
Title:	Name:	Mark T. Cunningham
	Title:	Vice President, Operations

[Signature Page to Memorandum of Lease (Cheyenne)]

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on ______________, 2011, by ______________, ______________ of FRONTIER REFINING LLC, a Delaware limited liability company, on behalf of said limited liability company.

                                                            
Notary Public, State of Texas

[Signature Page to Memorandum of Lease (Cheyenne)]

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on ________________, 2011, by ______________, ______________ of CHEYENNE LOGISTICS LLC, a Delaware limited liability company, on behalf of said limited liability company.

                                                            
Notary Public, State of Texas

[Signature Page to Memorandum of Lease (Cheyenne)]

Exhibit A

Description of Premises

MEMORANDUM OF LEASE

Dated: November 1, 2011

MEMORANDUM OF LEASE

Between

BETWEEN

FRONTIER REFINING LLC,

AS LESSOR

AND

CHEYENNE LOGISTICS LLC

AS LESSEE

Record and return to:

HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: Denise C. McWatters
Telecopy: 214.871.3523

SCHEDULE 1.1(b)

MATTERS WHICH ARE NOT PART OF THE PREMISES

1. Relevant Assets.

2. Additional Improvements.

Schedule 1.1(b)

SCHEDULE 7.4

INSURANCE REQUIREMENTS

     Lessee agrees that during the Term of this Lease it shall maintain property and casualty insurance (including pollution insurance coverage) on the Premises, the Relevant Assets and the Additional Improvements in accordance with customary industry practices and with a licensed, reputable carrier.

Schedule 7.4

EX-10.6

Exhibit 10.6

EXECUTION VERSION

LEASE AND ACCESS AGREEMENT
(El Dorado)

BETWEEN

FRONTIER EL DORADO REFINING LLC,

AS LESSOR

AND

EL DORADO LOGISTICS LLC

AS LESSEE

Effective as of November 1, 2011

TABLE OF CONTENTS

	Page No.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1
1.1 Certain Defined Terms		1
1.2 References		4
1.3 Headings		5
ARTICLE II
DEMISE OF PREMISES AND TERM
5
2.1 Demise of Premises and Term		5
2.2 Access		5
2.3 Rent		6
2.4 Place of Payment		6
2.5 Net Lease		6
ARTICLE III
CONDUCT OF BUSINESS
6
3.1 Use of Premises		6
3.2 Waste		6
3.3 Governmental Regulations		6
3.4 Air Quality Permits		7
3.5 Utilities		7
ARTICLE IV
ALTERATIONS, ADDITIONS AND IMPROVEMENTS
7
ARTICLE V
MAINTENANCE OF PREMISES
8
5.1 Maintenance by Lessee		8
5.2 Operation of Premises		8
5.3 Surrender of Premises		8
5.4 Release of Hazardous Substances		8
ARTICLE VI
TAXES, ASSESSMENTS
9
6.1 Lessee’s Obligation to Pay		9
6.2 Manner of Payment		9

	Page No.
ARTICLE VII
EMINENT DOMAIN; CASUALTY; INSURANCE
10
7.1 Total Condemnation of Premises		10
7.2 Partial Condemnation		10
7.3 Damages and Right to Additional Property		10
7.4 Insurance		11
ARTICLE VIII
ASSIGNMENT AND SUBLETTING
11
8.1 Assignment and Subletting		11
8.2 Release of Lessor		11
8.3 Release of Lessee		11
ARTICLE IX
DEFAULTS; REMEDIES; TERMINATION
11
9.1 Default by Lessee		11
9.2 Lessor’s Remedies		11
9.3 Default by Lessor		12
9.4 Lessee’s Remedies		12
ARTICLE X
INDEMNITY
12
10.1 Indemnification by Lessor		12
10.2 Indemnification by Lessee		13
10.3 Matters Involving a Third Party		13
10.4 Survival		14
10.5 Ancillary Agreements		14
ARTICLE XI
GENERAL PROVISIONS
14
11.1 Estoppel Certificates		14
11.2 Severability		14
11.3 Time of Essence		14
11.4 Captions		14
11.5 Entire Agreement; Amendment		14
11.6 Schedules and Exhibits		14
11.7 Notices		15
11.8 Waivers		16
11.9 No Partnership		16
11.10 No Third Party Beneficiaries		16
11.11 Waiver of Landlord’s Lien		16
11.12 Mutual Cooperation; Further Assurances		16

ii

	Page No.
11.13 Recording		16
11.14 Binding Effect		16
11.15 Choice of Law		17
11.16 Warranty of Peaceful Possession		17
11.17 Force Majeure		17
11.18 Survival		17
11.19 AS IS, WHERE IS		17
11.20 Relocation of Pipelines; Amendment		18
11.21 Option		18

iii

EXHIBITS AND SCHEDULES
Exhibits
Exhibit A	—	Description of Premises
Exhibit B	—	Memorandum of Lease
Schedules
Schedule 1.1(b)	—	Matters which are not part of the Premises
Schedule 7.4	—	Insurance Requirements

iv

LEASE AND ACCESS AGREEMENT
(El Dorado)

     THIS LEASE AND ACCESS AGREEMENT (EL DORADO) (this “Lease”) is made and entered into as of November 9, 2011 to be effective as of 12:01 a.m. Dallas, Texas time on November 1, 2011, between FRONTIER EL DORADO REFINING LLC, a limited liability company organized and existing under the laws of Delaware (herein called “Lessor”), and EL DORADO LOGISTICS LLC, a limited liability company organized and existing under the laws of Delaware (“Lessee”). Lessor and Lessee are each referred to individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

     WHEREAS, pursuant to the terms of that certain LLC Interest Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”) by and among HollyFrontier Corporation, a Delaware corporation, Lessor and Frontier Refining LLC, a Delaware limited liability company, as Sellers, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), as Buyer, and Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership acquired all of the issued and outstanding limited liability company interests of Lessee, the owner of the Relevant Assets (as defined below) located on the Refinery Site (defined below); and

     WHEREAS, simultaneously herewith, Lessor and Lessee are entering into that certain Site Services Agreement (El Dorado) dated as of the date hereof (the “Site Services Agreement”) to provide Lessee with shared use of certain services, utilities, materials and facilities that are necessary to operate and maintain the Relevant Assets as currently operated and maintained;

     NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual agreements hereinafter set forth, Lessor and Lessee covenant and agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

     1.1 Certain Defined Terms. Unless the context otherwise requires, the following terms shall have the respective meanings set forth in this Section 1.1:

“Additional Improvements” shall have the meaning ascribed to such term in Article IV.

     “Affiliates” shall have the meaning ascribed to such term in the Purchase Agreement.

     “Ancillary Agreements” means collectively, the Purchase Agreement, the Site Services Agreement, the Throughput Agreement, and any other agreement executed by any of the parties hereto in connection with the Operating Partnership’s acquisition of Lessee and Lessee’s ownership of the Relevant Assets that has not been amended and restated or superseded.

     “Bankruptcy Event” shall have the meaning ascribed to such term in the Site Services Agreement.

     “Casualty Event” shall have the meaning ascribed to such term in Section 7.3.

     “Claims” shall have the meaning ascribed to such term in Section 10.1.

     “Commencement Date” shall have the meaning ascribed to such term in Section 2.1.

     “Connection Facilities” shall have the meaning ascribed to such term in the Site Services Agreement.

     “Credit Agreement” shall have the meaning ascribed to such term in Section 11.21.

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

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

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

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

     “Indemnified Party” means the Party seeking indemnification under Section 10.1 or Section 10.2.

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     “Indemnifying Party” means the Party required to provide indemnification under Section 10.1 or Section 10.2.

     “Laws” 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 of, 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.

     “Lease” shall have the meaning ascribed to such term in the preface to this Lease.

     “Lessee” shall have the meaning ascribed to such term in the preface to this Lease.

     “Lessee Indemnified Parties” shall have the meaning ascribed to such term in Section 10.1.

     “Lessee Release” shall have the meaning ascribed to such term in Section 11.13.

     “Lessee’s Parties” shall have the meaning ascribed to such term in Section 2.2(a).

     “Lessor” shall have the meaning ascribed to such term in the preface to this Lease.

     “Lessor Indemnified Parties” shall have the meaning ascribed to such term in Section 10.2.

     “Lessor’s Parties” shall have the meaning ascribed to such term in Section 2.2(b).

     “Operating Partnership” shall have the meaning set forth in the recitals.

     “Party” and “Parties” shall have the meanings ascribed to such term in the preface to this Lease.

     “Permits” means all permits, licenses, franchises, authorities, consents, and approvals, as necessary under applicable Laws, including Environmental Laws, for operating the Relevant Assets and/or the Premises.

     “Person” means any individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or Governmental Authority (or any department, agency or political subdivision thereof).

     “Post-Maturity Rate” shall have the meaning ascribed to such term in Section 9.2.

     “Premises” means those certain tracts or parcels of land on which the Relevant Assets are situated, such land being located in the City of El Dorado, Butler County, Kansas, more

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particularly described or identified on Exhibit A attached hereto and made a part hereof for all purposes together with all right, title and interest, if any, of Lessor in and to all accretion attaching to the land and any rights to submerged lands or interests in riparian rights or riparian grants owned by Lessor and adjoining the land shown on said Exhibit A, but excluding (i) the Relevant Assets, (ii) the Additional Improvements, and (iii) those matters set forth on Schedule 1.1(b).

     “Purchase Agreement” shall have the meaning set forth in the recitals.

     “Refinery” means Lessor’s refinery located at the Refinery Site.

     “Refinery Site” means that certain tract(s) or parcel(s) of land located in the City of El Dorado, Butler County, Kansas, on which the Premises are located.

     “Relevant Assets” means the El Dorado Assets, as such term is defined in the Purchase Agreement.

     “Rent” shall have the meaning ascribed to such term in Section 2.3.

     “Shared Access Facilities” shall have the meaning ascribed to such term in Section 2.2(a).

     “Site Services Agreement” shall have the meaning set forth in the recitals.

     “SUMF Assets” shall have the meaning ascribed to such term in the Site Services Agreement.

     “Taxes” shall have the meaning ascribed to such term in Section 6.1.

     “Term” shall have the meaning ascribed to such term in Section 2.1.

     “Third Party” shall mean a Person which is not (a) Lessor or an Affiliate of Lessor, (b) Lessee or an Affiliate of Lessee or (c) a Person that, after the signing of this Lease becomes a successor entity of Lessor, Lessee or any of their respective Affiliates. An employee of Lessor or Lessee shall not be deemed an Affiliate.

     “Third-Party Claim” shall have the meaning ascribed to such term in Section 10.3.

     “Throughput Agreement” means the Pipelines, Tankage and Loading Rack Throughput Agreement (El Dorado) by and between Lessor and Lessee dated evenly herewith.

     1.2 References. As used in this Lease, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Lease, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Lease), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms

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thereof and, if applicable, the terms of this Lease; (e) reference to any Section means such Section of this Lease, and references in any Section or definition to any clause means such clause of such Section or definition; (f) “hereunder”, “hereof”, “hereto” and words of similar import will be deemed references to this Lease as a whole and not to any particular Section or other provision hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and (h) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and ‘through” means “through and including.”

     1.3 Headings. The headings of the Sections of this Lease and of the Schedules and Exhibits are included for convenience only and shall not be deemed to constitute part of this Lease or to affect the construction or interpretation hereof or thereof.

ARTICLE II
DEMISE OF PREMISES AND TERM

     2.1 Demise of Premises and Term.

          (a) In consideration of the rents, covenants, and agreements set forth herein and subject to the terms and conditions hereof, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the Premises for a term commencing on the effective date hereof (the “Commencement Date”) and ending at midnight on the date which is fifty (50) years after the date hereof, and after such date the term of this Lease shall be automatically renewed for a maximum of four (4) successive ten-year periods thereafter (the “Term”); provided, however, Lessee may terminate this Lease at the end of such initial period or any subsequent ten-year period by delivering written notice to Lessor, on or before 180 days prior to the end of any such period, that Lessee has elected to terminate this Lease.

          (b) At Lessee’s option, Lessee may terminate this Lease, by providing written notice to Lessor on or before 180 days prior to the desired termination date if Lessee ceases to operate the Relevant Assets and Additional Improvements or ceases its business operations. In the event of such termination pursuant to this Section 2.1(b), Lessor shall retain one half of the remaining Rent (as defined below) for the then current 12-month rental period as set forth in Section 2.3 below as its sole and exclusive remedy for such early termination and shall refund to Lessee the remaining Rent.

     2.2 Access.

          (a) Lessor hereby grants to Lessee and its respective Affiliates, agents, employees and contractors (collectively, “Lessee’s Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by Lessee as a stand-alone enterprise, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”.

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Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement.

          (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises and the Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, and (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Premises and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises.

     2.3 Rent. As rental for the Premises during the Term, Lessee agrees to pay to Lessor for each 12-month period of the Term One Hundred and 00/100 ($100.00) (the “Rent”) on or before the 1st day of each 12-month period, the first such payment being due within 30 days of the Commencement Date of the Term.

     2.4 Place of Payment. All Rent shall be payable in lawful money of the United States of America at Lessor’s address set forth in Section 11.7.

     2.5 Net Lease. Except as herein otherwise expressly provided in this Lease and in the Ancillary Agreements, this is a net lease and Lessor shall not at any time be required to pay any utility charges or any costs associated with the maintenance, repair, alteration or improvement of the Premises or to provide any services or do any act or thing with respect to the Premises or any part thereof or any appurtenances thereto, and the Rent reserved herein shall be paid without any claim on the part of Lessee for diminution, setoff or abatement and nothing shall suspend, abate or reduce any Rent to be paid hereunder, except as expressly provided herein.

ARTICLE III
CONDUCT OF BUSINESS

     3.1 Use of Premises. Lessee shall have the right to use the Premises for the purpose of owning, operating, maintaining, repairing, replacing, improving, and expanding the Relevant Assets and the Additional Improvements and for any other lawful purpose associated with the operation and ownership of the Relevant Assets and the Additional Improvements.

     3.2 Waste. Subject to the obligations of Lessor under the Ancillary Agreements, Lessee shall not commit, or suffer to be committed, any waste to the Premises, ordinary wear and tear or casualty excepted.

     3.3 Governmental Regulations. Subject to the obligations of Lessor to Lessee under this Lease and the Ancillary Agreements including the indemnity provisions contained in the Ancillary Agreements, Lessee shall, at Lessee’s sole cost and expense, at all times comply with

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all applicable requirements (including requirements under Environmental Laws) of all Governmental Authorities now in force, or which may hereafter be in force, pertaining to the Premises, and shall faithfully observe all Laws now in force or which may hereafter be in force pertaining to the Premises or the use, maintenance or operation thereof. Lessee shall give prompt written notice to Lessor of Lessee’s receipt from time to time of any notice of non-compliance, order or other directive from any court or other Governmental Authority under Environmental Laws relating to the Premises. If Lessor reasonably believes at any time that Lessee is not complying with all applicable legal requirements (including requirements under Environmental Laws) with respect to the Relevant Assets and Additional Improvements, it will provide reasonable notice to Lessee of such condition. If Lessee fails to take appropriate action to cause such assets to comply with applicable Laws or take other actions required under applicable Laws within 30 days of Lessor’s reasonable notice, Lessor may, without further notice to Lessee, take such actions for Lessee’s account. Within 30 days following the date Lessor delivers to Lessee evidence of payment for those actions by Lessor reasonably necessary to cause the Relevant Assets and Additional Improvements to achieve compliance with applicable Laws because of Lessee’s failure to do so, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf.

     3.4 Air Quality Permits. Notwithstanding Lessee’s obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with applicable Laws, Lessor and Lessee acknowledge that Lessor may, as required by any applicable Governmental Authorities, maintain air quality permits in its name. Consequently and also for the ease of administration, Lessor may maintain in its name the air quality permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Laws; provided that upon Lessor’s written request Lessee shall apply for, obtain and maintain any such permits in its name. Except as provided in the preceding sentence, nothing in this Lease shall reduce Lessee’s obligations under Laws with respect to the Relevant Assets and Additional Improvements.

     3.5 Utilities. Lessor shall provide all utilities (electricity, natural gas, water, steam, etc.) necessary for Lessee’s operation of the Relevant Assets and the Additional Improvements in accordance with the provisions of the Site Services Agreement.

ARTICLE IV
ALTERATIONS, ADDITIONS AND IMPROVEMENTS

     Subject to the provisions of this Article IV, Lessee may make any alterations, additions, improvements or other changes to the Premises and the Relevant Assets as may be necessary or useful in connection with the operation of the Relevant Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Premises or any of the Shared Access Facilities, Lessee shall notify Lessor in writing in advance and the parties shall negotiate in good faith any increase to the fees paid by Lessee under the Site Services Agreement by Lessee or otherwise provide for reimbursement of any material increase in cost (if any) to Lessor under the Site Services Agreement that results from any modifications to the Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements, or as otherwise mutually agreed by the parties. Any

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alteration, addition, improvement or other change to the Premises, Relevant Assets or Additional Improvements (and, if agreed by Lessee and Lessor, to the Shared Access Facilities) by Lessee shall be made in a good and workmanlike manner and in accordance with all applicable Laws. The Relevant Assets and all Additional Improvements shall remain the property of Lessee and shall be removed by Lessee within one (1) year after termination of this Lease (provided that such can be removed by Lessee without unreasonable damage or harm to the Premises) or, at Lessee’s option exercisable by notice to Lessor, surrendered to Lessor upon the termination of this Lease. Lessee shall not have the right or power to create or permit any lien of any kind or character on the Premises by reason of repair or construction or other work. In the event any such lien is filed against the Premises, Lessee shall cause such lien to be discharged or bonded within thirty (30) days of the date of filing thereof.

ARTICLE V
MAINTENANCE OF PREMISES

     5.1 Maintenance by Lessee. Except as otherwise expressly provided in this Article V and in Article VII or elsewhere in this Lease and subject to the obligations of Lessor and Lessee under the Ancillary Agreements, including any indemnity provisions contained in the Ancillary Agreements, Lessee shall at its sole cost, risk and expense at all times keep the Premises and Additional Improvements (to the extent such Additional Improvements are located on the Shared Access Facilities) in good order and repair and make all necessary repairs thereto, structural and nonstructural, ordinary and extraordinary, and unforeseen and foreseen. When used in this Section 5.1, the term “repairs” shall include all necessary replacements, renewal, alterations and additions. All repairs made by Lessee shall be made in accordance with normal and customary practices in the industry, in a good and workmanlike manner, and in accordance with all applicable Laws.

     5.2 Operation of Premises. Subject to the obligations of Lessor and Lessee in this Lease and under the Ancillary Agreements, including any indemnity provisions contained in the Ancillary Agreements, Lessee covenants and agrees to operate the Relevant Assets and Additional Improvements located on the Premises in accordance with normal and customary practices in the industry and all applicable Laws and other requirements of applicable Governmental Authorities now in force, or which may hereafter be in force, pertaining to the Premises or the use or operation thereof.

     5.3 Surrender of Premises. Lessee shall at the expiration of the Term or at any earlier termination of this Lease, surrender the Premises to Lessor in as good condition as it received the same, ordinary wear and tear, and limitations permitted by Article VII excepted and in accordance with the provisions of Article IV.

     5.4 Release of Hazardous Substances. Lessee shall give prompt notice to Lessor of any release of any Hazardous Substances on or at the Premises not in compliance with Environmental Laws that occur during the Term. Lessor shall immediately take all steps necessary to contain or remediate (or both) any such release and provide any governmental notifications required by Law. If Lessor believes at any time that Lessee is failing to contain or remediate in compliance with all applicable Laws (including Environmental Laws) any release arising from Lessee’s operation of the Relevant Assets or Additional Improvements or Lessee’s

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failure to comply with its obligations pursuant to this Lease, Lessor will provide reasonable notice to Lessee of such failure. If Lessee fails to take appropriate action to contain or remediate such a release or take other actions required under applicable Laws or this Lease within 30 days of Lessor’s reasonable notice, Lessor may, without further notice to Lessee, take such actions for Lessee’s account. Within 30 days following the date Lessor delivers to Lessee evidence of payment for those actions by Lessor reasonably necessary to contain or remediate a release or otherwise achieve compliance with applicable Laws or this Lease because of Lessee’s failure to do so, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf.

ARTICLE VI
TAXES, ASSESSMENTS

     6.1 Lessee’s Obligation to Pay. Lessee shall pay during the Term, all federal, state and local real and personal property ad valorem taxes, assessments, and other governmental charges, general and special, ordinary and extraordinary, including assessments for public improvements or benefits assessed against the Premises, or improvements situated thereon, including the Relevant Assets and all Additional Improvements (but excluding any Shared Access Facilities and any SUMF Assets) for the period after the Commencement Date, that are payable to any lawful authority assessed against or with respect to the Premises or the use or operation thereof during the Term, including any federal, state or local income, gross receipts, withholding, franchise, excise, sales, use, value added, recording, transfer or stamp tax, levy, duty, charge or withholding of any kind imposed or assessed by any federal, state or local government, agency or authority, together with any addition to tax, penalty, fine or interest thereon, other than state or U.S. federal income tax imposed upon the taxable income of Lessor and any franchise taxes imposed upon Lessor (such taxes and assessments being hereinafter called “Taxes”). In the event that Lessee fails to pay its share of such Taxes in accordance with the provisions of this Section 6.1 prior to the time the same become delinquent, Lessor may pay the same and Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf within 30 days following the date Lessor delivers to Lessee evidence of such payment.

     6.2 Manner of Payment. Upon notice by Lessee to Lessor, Lessor and Lessee shall use commercially reasonable efforts to cause the Premises and the Relevant Assets (including all Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by applicable Law). During the Term but subject to the provisions of Section 6.1, Lessee shall pay all Taxes assessed directly against the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. Until such time as Lessor and Lessee can cause the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) to be separately assessed as provided above, Lessee shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), subject to the terms of Section 6.1. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence,

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payment, nonpayment and amount of such Taxes. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessee contests such items then Lessor shall cooperate with Lessee in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such years that are coincident with the applicable tax years and for which each applicable Party is responsible.

ARTICLE VII
EMINENT DOMAIN; CASUALTY; INSURANCE

     7.1 Total Condemnation of Premises. If the whole of the Premises are acquired or condemned by eminent domain for any public or quasi-public use or purpose, then this Lease shall terminate as of the date title vests in any public agency. All rentals and other charges owing hereunder shall be prorated as of such date.

     7.2 Partial Condemnation. If any part of the Premises is acquired or condemned as set forth in Section 7.1, and if in Lessee’s reasonable opinion such partial taking or condemnation renders the Premises unsuitable for the business of Lessee, then this Lease shall terminate at Lessee’s election as of the date title vests in any public agency, provided Lessee delivers to Lessor written notice of such election to terminate within 60 days following the date title vests in such public agency. In the event of such termination, all rentals and other charges owing hereunder shall be prorated as of such effective date of termination.

     7.3 Damages and Right to Additional Property. Lessor shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee title of the Premises, provided that the net amount which may be awarded or tendered to Lessor in such condemnation proceedings (less all legal and other expenses incurred by Lessor in connection with such taking) shall (as long as Lessee is not then in default hereunder) be used to pay for any restoration by Lessee of the Relevant Assets, the Additional Improvements and/or the remainder of the Premises hereof to the extent Lessee desires any of the same to be restored. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the Relevant Assets, the Additional Improvements and/or Lessee’s business by reason of the condemnation, including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including the Relevant Assets and the Additional Improvements, from the Premises.

          During any periods of time during which the Relevant Assets and/or Additional Improvements are destroyed, damaged, or are being restored or reconstructed (each a “Casualty Event”) under the terms of this Section, Rent hereunder shall be abated in the proportion that Lessee’s use thereof is impacted by such Casualty Event, on the condition that Lessee uses commercially reasonable efforts to mitigate the disruption to its business caused by such Casualty Event.

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     7.4 Insurance. Except as otherwise agreed by Lessor and Lessee, Lessee shall, at all times, maintain or cause to be maintained insurance with respect to the Premises, the Relevant Assets and the Additional Improvements in accordance with the requirements identified on Schedule 7.4 hereto.

ARTICLE VIII
ASSIGNMENT AND SUBLETTING

     8.1 Assignment and Subletting. This Agreement may be assigned in connection with, and subject to the terms and conditions set forth in Section 13(b) of, the Throughput Agreement, which such terms and conditions are incorporated herein by reference.

     8.2 Release of Lessor. Any assignment of this Lease by Lessor in accordance with Section 8.1 shall operate to terminate the liability of Lessor for all obligations under this Lease accruing after the date of any such assignment.

     8.3 Release of Lessee. Any assignment of this Lease by Lessee in accordance with Section 8.1 shall operate to terminate the liability of Lessee for all obligations under this Lease accruing after the date of any such assignment.

ARTICLE IX
DEFAULTS; REMEDIES; TERMINATION

     9.1 Default by Lessee. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:

          (a) The failure by Lessee to make when due any payment of Rent or any other payment required to be made by Lessee hereunder, if such failure continues for a period of 90 days following written notice from Lessor;

          (b) The failure by Lessee to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by Lessee, if such failure continues for a period of 90 days following written notice from Lessor; provided, however, if a reasonable time to cure such default would exceed 90 days, Lessee shall not be in default so long as Lessee begins to cure such default within 90 days of receiving written notice from Lessor and thereafter completes the curing of such default within reasonable period of time (under the circumstances) following the receipt of such written notice from Lessor; or

          (c) The occurrence of any Bankruptcy Event.

     9.2 Lessor’s Remedies.

          (a) In the event of any such material default under or material breach of the terms of this Lease by Lessee, Lessor may, at Lessor’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand, terminate this Lease and Lessee’s right to possession of the Premises and forthwith repossess the Premises by any lawful means in which event Lessee shall immediately surrender possession of the Premises to Lessor; and any such action on the part of Lessor shall be in addition to any other remedy that may be

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available to Lessor for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

          (b) If, by the terms of this Lease, Lessee is required to do or perform any act or to pay any sum to a Third Party, and fails or refuses to do so, Lessor, after 30 days written notice to Lessee, without waiving any other right or remedy hereunder for such default, may do or perform such act, at Lessee’s expense, or pay such sum for and on behalf of Lessee, and the amounts so expended by Lessor shall be repayable on demand, and bear interest from the date expended by Lessor until paid at a rate equal to the lesser of (i) an interest rate equal to the “Prime Rate” as published in The Wall Street Journal, Southwest Edition, in its listing of “Money Rates” plus two percent (2%) or (ii) the maximum non-usurious rate of interest permitted to be charged Lessee under applicable Law (the “Post-Maturity Rate”). Past due Rent and any other past due payments required hereunder shall bear interest from maturity until paid at the Post-Maturity Rate.

     9.3 Default by Lessor. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessor:

          (a) The failure by Lessor to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by Lessor, if such failure continues for a period of 30 days following written notice from Lessee; provided, however, if a reasonable time to cure such default would exceed 30 days, Lessor shall not be in default so long as Lessor begins to cure such default within 30 days of receiving written notice from Lessee and thereafter completes the curing of such default within a reasonable period of time following the receipt of such written notice from Lessee; or

          (b) The occurrence of a Bankruptcy Event.

     9.4 Lessee’s Remedies. In the event of any such default under or breach of the terms of this Lease by Lessor, Lessee may, at Lessee’s option, at any time thereafter that such default or breach remains uncured, after ten days prior written notice to Lessee, perform any act that Lessor is required to do or perform any act or to pay any sum to a Third Party, at Lessor’s expense (to the extent the terms of this Lease require such performance at Lessor’s expense) or pay such sum for and on behalf of Lessor, and the amounts so expended by Lessee shall be repayable on demand, and bear interest from the date expended by Lessee until paid at the Post-Maturity Rate. Lessee may, at Lessee’s option, deduct any such amounts so expended by Lessee from the Rent and any other amounts owed hereunder or under any Ancillary Agreement and any such action on the part of Lessee shall be in addition to any other remedy that may be available to Lessee for default or breach of contract, or otherwise, including the right of setoff.

ARTICLE X
INDEMNITY

     10.1 Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and keep harmless Lessee and its Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities,

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obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, the “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, or (b) the exercise of Lessor’s rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTION.

     10.2 Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, but expressly excluding any Claims arising pursuant to Lessee’s non-compliance with any Environmental Law or the release of any Hazardous Substance (such Claims to be addressed pursuant to the indemnification obligations of the Omnibus Agreement), or (b) the exercise of Lessee’s rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

     10.3 Matters Involving a Third Party. If any Third Party shall notify either Lessor or Lessee with respect to any action or claim by a Third Party (a “Third-Party Claim”) that may give rise to a right to claim for indemnification against the other Party under Section 10.1 or

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Section 10.2, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that failure to give timely notice shall not affect the right to indemnification to the extent such failure to give timely notice is not prejudicial to the Indemnifying Party.

     10.4 Survival. Notwithstanding anything contained in this Lease to the contrary, the provisions of this Article X shall survive the expiration or earlier termination of this Lease.

     10.5 Ancillary Agreements. The Ancillary Agreements contain additional indemnity provisions. The indemnities contained in this Article X are in addition to and not in lieu of the indemnity provisions contained in the Ancillary Agreements.

ARTICLE XI
GENERAL PROVISIONS

     11.1 Estoppel Certificates. Lessee and Lessor shall, at any time and from time to time upon not less than 20 days prior written request from the other party, execute, acknowledge and deliver to the other a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which Rent and other charges are paid, and (b) acknowledging that there are not, to the executing party’s knowledge, any uncured defaults on the part of the other party hereunder (or specifying such defaults, if any are claimed). Any such statement may be conclusively relied upon by any prospective purchaser of the Premises or the leasehold evidenced by this Lease or any lender with respect to the Premises or the leasehold evidenced by this Lease. Nothing in this Section 11.1 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Premises by Lessee.

     11.2 Severability. The invalidity or unenforceability of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity or enforceability of any other provision hereof.

     11.3 Time of Essence. Time is of the essence in the performance of all obligations falling due hereunder.

     11.4 Captions. The headings to Articles, Sections and other subdivisions of this Lease are inserted for convenience of reference only and will not affect the meaning or interpretation of this Lease.

     11.5 Entire Agreement; Amendment. This Lease, including the exhibits and schedules attached hereto, constitutes the entire agreement and understanding between the parties hereto with respect to the lease of the Premises, and supersedes all prior and contemporaneous agreements and undertakings of the parties, in connection herewith. This Lease may be modified in writing only, signed by the parties in interest at the time of modification.

     11.6 Schedules and Exhibits. All schedules and exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by such reference.

14

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

          Notices to Lessor:

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: President
Email address: president@hollyfrontier.com

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

c/o HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyfrontier.com

          Notices to Lessee:

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, TX 75201
Attn: President
Email address: president@hollyenergy.com

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

c/o Holly Energy Partners, L.P.
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attn: General Counsel
Email address: generalcounsel@hollyenergy.com

     Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 11.7.

15

     11.8 Waivers. No waiver or waivers of any breach or default or any breaches or defaults by either Party of any term, condition or liability of or performance by the other party of any duty or obligation hereunder shall be deemed or construed to be a waiver or waivers of subsequent breaches or defaults of any kind, character or description under any circumstance. The acceptance of Rent hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular Rent so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of acceptance of such Rent.

     11.9 No Partnership. The relationship between Lessor and Lessee at all times shall remain solely that of landlord and tenant and shall not be deemed a partnership or joint venture.

     11.10 No Third Party Beneficiaries. Subject to the provisions of Article X and Section 11.14 hereof, this Lease inures to the sole and exclusive benefit of Lessor and Lessee, their respective Affiliates, successors, legal representatives, sublessees and assigns, and confers no benefit on any third party.

     11.11 Waiver of Landlord’s Lien. To the extent permitted by Law, Lessor hereby expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon Lessee’s personal property now or hereafter installed or placed in or on the Premises, which otherwise might exist to secure payment of the sums herein provided to be paid by Lessee to Lessor.

     11.12 Mutual Cooperation; Further Assurances. Upon request by either Party from time to time during the Term, each Party hereto agrees to execute and deliver all such other and additional instruments, notices and other documents and do all such other acts and things as may be reasonably necessary to carry out the purposes of this Lease and to more fully assure the Parties’ rights and interests provided for hereunder. Each of Lessor and Lessee agrees to reasonably cooperate with the other on all matters relating to required Permits and regulatory compliance by either Lessee or Lessor in respect of the Premises so as to ensure continued full operation of the Premises by Lessee pursuant to the terms of this Lease.

     11.13 Recording. Upon the request of Lessor or Lessee, Lessor and Lessee shall execute, acknowledge, deliver and record a “short form” memorandum of this Lease in the form of Exhibit B attached hereto and made a part hereof for all purposes. Promptly upon request by Lessor at any time following the expiration or earlier termination of this Lease, however such termination may be brought about, Lessee shall execute and deliver to Lessor an instrument, in recordable form, evidencing the termination of this Lease and the release by Lessee of all of Lessee’s right, title and interest in and to the Premises existing under and by virtue of this Lease (the “Lessee Release”) and Lessee grants Lessor an irrevocable power of attorney coupled with an interest for the purpose of executing the Lessee Release in the name of the Lessee. This Section 11.13 shall survive the termination of this Lease.

     11.14 Binding Effect. Except as herein otherwise expressly provided, this Lease shall be binding upon and inure to the benefit of the Parties and their respective successors, sublessees and assigns. Nothing in this Section shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Premises by the Parties.

16

     11.15 Choice of Law. The provisions of this Lease shall be governed by and construed in accordance with the laws of the State of Kansas, excluding any conflicts-of-law rule or principle that might require the application of laws of another jurisdiction.

     11.16 Warranty of Peaceful Possession. Lessor covenants and warrants that Lessee, upon paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Lessee’s part to be observed and performed hereunder, may peaceably and quietly have, hold, occupy, use and enjoy, and, subject to the terms of this Lease, shall have the full, exclusive, and unrestricted use and enjoyment of, all the Premises during the Term for the purposes permitted herein, and Lessor agrees to warrant and forever defend title to the Premises against the claims of any and all persons whomsoever lawfully claiming or to claim the same or any part thereof.

     11.17 Force Majeure. In the event of Lessor or Lessee being rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Lease, other than to make payments due hereunder and the obligations under Section 11.16, it is agreed that on such Party’s giving notice and full particulars of such Force Majeure to the other Party as soon as practicable after the occurrence of the cause relied on, then the obligations of the Parties, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall, as far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirements that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty. Notwithstanding anything in this Lease to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

     11.18 Survival. All obligations of Lessor and Lessee that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. Lessor and Lessee further expressly agree that all provisions of this Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Lease.

     11.19 AS IS, WHERE IS. SUBJECT TO ALL OF THE OBLIGATIONS OF LESSOR UNDER THIS LEASE INCLUDING THOSE SET FORTH IN ARTICLE V, ARTICLE X AND SECTION 11.16, LESSEE HEREBY ACCEPTS THE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL CONDITION OF THE PREMISES, INCLUDING THE PREMISES’ MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

17

     11.20 Relocation of Pipelines; Amendment. If Lessor elects to move certain pipelines within the Refinery Site, and such relocation of the pipelines requires relocation of any of the Relevant Assets, then this Agreement shall continue in full force and effect; provided, however, the Parties shall execute an amendment hereto reflecting the new location(s) of the Relevant Assets.

     11.21 Option. Following the termination or expiration of the Throughput Agreement, including any renewal, extension, or replacement agreement thereof subject to Section 7 of the Throughput Agreement, Lessor shall have an option, and Lessee hereby grants such option, to purchase the Relevant Assets at a cost equal to the fair market value thereof, as reasonably determined by Lessor and Lessee. In the event that Lessor and Lessee cannot agree as to the fair market value of the Relevant Assets, each party shall select a qualified appraiser. The two appraisers shall give their opinion of the fair market value of the Relevant Assets within 20 days after their retention. In the event the opinions of the two appraisers differ and, after good faith efforts over the succeeding 20-day period, they cannot mutually agree, the appraisers shall immediately and jointly appoint a third qualified appraiser. The third appraiser shall immediately (within five days) choose either the determination of Lessor’s appraiser or Lessee’s appraiser and such choice of this third appraiser shall be final and binding on Lessor and Lessee. Each party shall pay its own costs for its appraiser. Following the determination of the fair market value of the Relevant Assets by the appraisers, the parties shall equally share the costs of any third appraiser. Upon Lessor’s exercise of the option granted pursuant to this Section, Lessor and Lessee shall cooperate to convey the Relevant Assets from Lessee to Lessor. The terms and conditions of this Section 11.21 shall survive the termination or expiration of this Agreement or the Throughput Agreement. If Lessor chooses to exercise its option granted pursuant to this Section, the sale of the Relevant Assets shall be subject to the receipt of any consents or waivers required pursuant to the Second Amended and Restated Credit Agreement, dated as of February 14, 2011 (the “Credit Agreement”), among Holly Energy Partners — Operating, L.P., Wells Fargo Bank, N.A., individually and as Administrative Agent, Union Bank, N.A., as administrative agent under the Prior Credit Agreement (as defined in the Credit Agreement) and syndication agent, BBVA Compass Bank and U.S. Bank, N.A., as co-documentation agents, and each of the Lenders (as defined in the Credit Agreement), as such agreement may be amended, restated, otherwise modified or refinanced from time to time.

[Remainder of Page Intentionally Left Blank]

18

     The parties hereto have executed this Lease to be effective as of the Commencement Date.

LESSOR:
	FRONTIER EL DORADO REFINING LLC, a Delaware limited liability company
	By:	/s/ James M. Stump
	Name:	James M. Stump
	Title:	Senior Vice President, Refinery Operations
LESSEE:
	EL DORADO LOGISTICS LLC, a Delaware limited liability company
	By:	/s/ Mark T. Cunningham
	Name:	Mark T. Cunningham
	Title:	Vice President, Operations

[Signature Page to Lease and Access Agreement (El Dorado)]

EXHIBIT A

See attached.

A -1

EXHIBIT B

MEMORANDUM OF LEASE

     THIS MEMORANDUM OF LEASE (this “Memorandum”) is made and entered into as of November 9, 2011 to be effective as of 12:01 a.m. Dallas, Texas time on November 1, 2011 to reflect the existence of a Lease and Access Agreement dated of even date herewith, by and between FRONTIER EL DORADO REFINING LLC, a limited liability company organized and existing under the laws of Delaware, having an office address at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201 (“Lessor”), and EL DORADO LOGISTICS LLC, a limited liability company organized and existing under the laws of Delaware, having an office address at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201 (“Lessee”). Such Lease and Access Agreement is herein referred to as the “Ground Lease”. Lessor and Lessee are collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

     A. Lessor is the owner of those certain tracts or parcels of land and appurtenant rights on which the Relevant Assets (as defined below) are situated (“Lessor’s Property”).

     B. Pursuant to the terms of that certain LLC Interest Purchase Agreement (the “Purchase Agreement”), dated effective as of November 1, 2011, by and among HollyFrontier Corporation, a Delaware corporation, Lessor and Frontier Refining LLC, a Delaware limited liability company, as Sellers, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), as Buyer, and Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership acquired all of the issued and outstanding limited liability company interests of Lessee, the owner of the certain assets (the “Relevant Assets”) located on the real property more particularly described on Exhibit A annexed hereto and made a part hereof (the “Premises”).

     C. For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Lessor leases to Lessee and Lessee leases from Lessor the Premises in accordance with the terms of the Ground Lease.

     D. Lessor has granted to Lessee certain rights of access and use to those portions of Lessor’s Property that are not part of the Premises (the “Refinery and Terminal Site”).

     E. Lessor and Lessee have entered into the Ground Lease and desire to give public notice of the existence of certain of their rights and agreements thereunder. Capitalized terms which are used but not defined herein shall have the meanings given to them in the full text of the Ground Lease.

NOW, THEREFORE, the Parties do hereby give public notice as follows:

     1. Term of Ground Lease. The initial Term of the Ground Lease commences on November 1, 2011, and terminates on October 31, 2061, and after such date the Term of the Ground Lease shall be automatically renewed for a maximum of four (4) successive ten-year periods thereafter unless the Term of the Ground Lease is sooner terminated pursuant to the provisions thereof.

     2. Early Termination Rights. Lessee has the right, in Lessee’s sole and absolute discretion, to terminate the Ground Lease, without penalty or premium, if Lessee ceases to operate the Relevant Assets and Additional Improvements (as defined in the Ground Lease), or ceases its business.

     3. Access Rights of Lessee to the Refinery and Terminal Site. Pursuant to the terms and provisions of the Ground Lease, Lessee has been granted certain non-exclusive access rights to use various portions of the Refinery and Terminal Site.

     4. Reservation of Rights of Lessor of Access to the Premises. Pursuant to the terms of the Ground Lease, Lessor has retained certain rights of access to the Premises for the purposes set forth in the Ground Lease.

     5. Option Rights. Pursuant to the terms of the Ground Lease, Lessor has an option to purchase the Relevant Assets under certain terms and conditions.

     6. Ground Lease Governs. This Memorandum has been executed and recorded as notice of the Ground Lease in lieu of recording the Ground Lease itself. Lessor and Lessee intend that this instrument be only a memorandum of the Ground Lease, and reference is hereby made to the Ground Lease itself for all of the terms, covenants and conditions thereof. Lessor and Lessee hereby covenant and agree that this Memorandum is and shall be subject to the terms and conditions more particularly set forth in the Ground Lease. This Memorandum is not intended to modify, limit or otherwise alter the terms, conditions and provisions of the Ground Lease. In the event of any conflict, ambiguity or inconsistency between the terms and provisions of this Memorandum and the terms and provisions of the Ground Lease, the terms and provisions of the Ground Lease shall govern, control and prevail.

[Signature page to follow.]

B - 2

     IN WITNESS WHEREOF, the undersigned have caused this Memorandum to be executed as of November 9, 2011 to be effective as of November 1, 2011.

LESSOR:
FRONTIER EL DORADO REFINING LLC, a Delaware limited liability company
By:
Name: Title:	James M. Stump Senior Vice President, Refinery Operations
LESSEE:
EL DORADO LOGISTICS LLC, a Delaware limited liability company
By:
Name:	Mark T. Cunningham
Title:	Vice President, Operations

[Signature Page to Memorandum of Lease]

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on ______________, 2011, by ______________, ______________ of FRONTIER EL DORADO REFINING LLC, a Delaware limited liability company, on behalf of said limited liability company.

Notary Public, State of Texas

[Signature Page to Memorandum of Lease (El Dorado)]

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on ________________, 2011, by ______________, ______________ of EL DORADO LOGISTICS LLC, a Delaware limited liability company, on behalf of said limited liability company.

Notary Public, State of Texas

[Signature Page to Memorandum of Lease (El Dorado)]

Exhibit A

Description of Premises

MEMORANDUM OF LEASE

Dated: November 1, 2011

MEMORANDUM OF LEASE

Between

BETWEEN

FRONTIER EL DORADO REFINING LLC,

AS LESSOR

AND

EL DORADO LOGISTICS LLC

AS LESSEE

Record and return to:

HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Attention: Denise C. McWatters
Telecopy: 214.871.3523

SCHEDULE 1.1(b)

MATTERS WHICH ARE NOT PART OF THE PREMISES

1.	Relevant Assets.
2.	Additional Improvements.

Schedule 1.1(b)

SCHEDULE 7.4

INSURANCE REQUIREMENTS

     Lessee agrees that during the Term of this Lease it shall maintain property and casualty insurance (including pollution insurance coverage) on the Premises, the Relevant Assets and the Additional Improvements in accordance with customary industry practices and with a licensed, reputable carrier.

Schedule 7.4

EX-99.1

Exhibit 99.1

Holly Energy Partners and HollyFrontier Corporation Announce the Completion of Acquisition of Pipeline and Tankage Assets

DALLAS, TX, November 9, 2011 — Holly Energy Partners, L.P. (“Holly Energy”) (NYSE-HEP) and HollyFrontier Corporation (“HollyFrontier”) (NYSE-HFC) today announced that they have completed the sale by HollyFrontier to Holly Energy of certain pipeline, tankage, loading rack and crude receiving assets located at HollyFrontier’s El Dorado, Kansas and Cheyenne, Wyoming refineries for $340 million. This transaction was completed today and is effective as of November 1, 2011.

Consideration for the purchase price consisted of promissory notes with an aggregate principal amount of $150 million and approximately 3.8 million Holly Energy common units valued at $190 million.

In connection with the closing of the acquisition, HollyFrontier and Holly Energy have entered into 15-year throughput agreements containing minimum annual revenue commitments from HollyFrontier. Holly Energy expects this acquisition will result in an estimated $47 million of incremental annual revenue and will be accretive to distributable cash flow.

About Holly Energy Partners L.P.:

Holly Energy, headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, tankage and terminal services to the petroleum industry, including HollyFrontier, a subsidiary of which, with the closing of the transaction described in this release, currently owns a 44% interest (which includes a 2% general partner interest) in Holly Energy. Holly Energy owns and operates petroleum product and crude pipelines, tankage, terminals and loading facilities located in Texas, New Mexico, Arizona, Oklahoma, Washington, Idaho and Utah and with today’s closing, owns similar assets in Kansas and Wyoming. In addition, Holly Energy owns a 25% interest in SLC Pipeline LLC, a transporter of crude oil in the Salt Lake City area.

Information about Holly Energy Partners L.P. may be found on its website at http://www.hollyenergy.com.

About HollyFrontier Corporation

HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier Corporation operates through its subsidiaries a 135,000 barrels per stream day (“bpsd”) refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpsd refinery located in Cheyenne, Wyoming and a 31,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. With the closing of the transaction

described in this release, subsidiaries of HollyFrontier own a 44% interest (including a 2% general partner interest) in Holly Energy.

Information about HollyFrontier Corporation may be found on its website at http://www.hollyfrontier.com.

The transactions described in this press release were all completed by subsidiaries of HollyFrontier and Holly Energy.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “will,” “intend,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. These statements are based on our beliefs and assumptions and those of Holly Energy’s general partner using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we and Holly Energy’s general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor Holly Energy’s general partner can give assurance that our expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

• risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on Holly Energy’s pipelines and/or terminalled in Holly Energy’s terminals;

• the economic viability of HollyFrontier Corporation, Alon USA, Inc. and Holly Energy’s other customers;

• the demand for refined petroleum products in markets HollyFrontier and Holly Energy serve;

• HollyFrontier’s and Holly Energy’s ability to successfully purchase and integrate additional operations in the future;

• HollyFrontier’s and Holly Energy’s ability to complete previously announced or contemplated acquisitions;

• the availability and cost of additional debt and equity financing;

• the possibility of reductions in production or shutdowns at HollyFrontier refineries, including refineries utilizing Holly Energy’s pipeline and terminal facilities;

• the effects of current and future government regulations and policies;

• HollyFrontier’s and Holly Energy’s operational efficiency in carrying out routine operations and capital construction projects;

• the possibility of terrorist attacks and the consequences of any such attacks;

• general economic conditions; and

• other financial, operations and legal risks and uncertainties detailed from time to time in HollyFrontier’s and Holly Energy’s Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION, Contact:

M. Neale Hickerson,
Vice President-Investor Relations,
HollyFrontier Corporation / Holly Energy Partners
214-871-3555