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): February 11, 2021 (February 8, 2021)

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-03876	75-1056913
(State of Incorporation)	(Commission File Number)	(IRS. Employer Identification No.)

2828 N. Harwood, Suite 1300, Dallas, Texas	75201
(Address of Principal Executive Offices)	(Zip Code)

(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:

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

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

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

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

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HFC	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement

Background

As previously announced, HollyFrontier Cheyenne Refining LLC (“HFCR”), a wholly-owned subsidiary of HollyFrontier Corporation (“HollyFrontier”), ceased crude refining operations at its refinery located in Cheyenne, Wyoming (“Cheyenne Refinery”) in August 2020 and is undertaking a conversion of the Cheyenne Refinery assets to renewable diesel production (“Cheyenne Conversion”). In connection with the Cheyenne Conversion, subsidiaries of HollyFrontier have entered into new commercial agreements with subsidiaries of Holly Energy Partners, L.P. (“HEP”) with respect to the logistics assets of HEP and its subsidiaries that formerly served HFCR’s crude refining operations at the Cheyenne Refinery (“Cheyenne Assets”), and have amended certain of the throughput, services and other commercial agreements between HollyFrontier and its subsidiaries, on the one hand, and HEP and its subsidiaries, on the other hand, to account for the Cheyenne Conversion, in each case as further described below. The general partner of HEP is a wholly-owned subsidiary of HollyFrontier.

In addition and as previously announced, HEP Refining L.L.C. (“HEP Refining”), a wholly-owned subsidiary of HEP, has agreed to construct four new refined product tanks with a total shell capacity of 200,000 barrels at the Artesia, New Mexico (“Navajo Tanks”) refinery, which is owned by HollyFrontier Navajo Refining LLC, a wholly-owned subsidiary of HollyFrontier.

Seventh Amended and Restated Master Throughput Agreement

On February 8, 2021, Holly Energy Partners – Operating, L.P. (“HEP Operating”), a wholly-owned subsidiary of HEP, and HollyFrontier Refining & Marketing LLC (“HFRM”), a wholly-owned subsidiary of HollyFrontier, entered into the Seventh Amended and Restated Master Throughput Agreement, effective as January 1, 2021 (the “Seventh Amended and Restated Master Throughput Agreement”). The Seventh Amended and Restated Master Throughput Agreement amends and restates in its entirety the Sixth Amended and Restated Master Throughput Agreement dated effective October 1, 2019 (the “Sixth Amended and Restated Master Throughput Agreement”), to, among other things, remove the Cheyenne Assets from the coverage thereof and add to the coverage thereof the Navajo Tanks, the Crude Tankage (as defined therein), which were previously covered under the Third Amended and Restated Crude Pipelines and Tankage Agreement, dated March 12, 2015, by and among the various parties stated therein (the “Third Amended and Restated Crude Pipelines and Tankage Agreement”), and the Tulsa West Lube Racks (as defined therein), which were previously covered under the Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between HollyFrontier Tulsa Refining LLC and HEP Tulsa LLC, as amended (the “Tulsa Equipment and Throughput Agreement”). HollyFrontier will guarantee the obligations of HFRM under the Seventh Amended and Restated Master Throughput Agreement, and HEP will guarantee the obligations of HEP Operating.

The description of the Seventh Amended and Restated Master Throughput Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.1 to this report, which is incorporated by reference into this report in its entirety.

Letter Agreement

On February 8, 2021, HFRM and HEP Operating entered into a Letter Agreement, effective as of January 1, 2021 (“Letter Agreement”), for the purpose of terminating the minimum throughput commitment by HFRM under the Sixth Amended and Restated Master Throughput Agreement with respect to the Cheyenne Assets. Pursuant to the Letter Agreement, HFRM will pay HEP Operating a one-time cash payment of $10 million for the termination of HFRM’s minimum commitments in respect of the Cheyenne Assets.

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

Services Agreement

On February 8, 2021, HFRM and HEP Operating entered into a Services Agreement, effective as of January 1, 2021 (“Services Agreement”), pursuant to which, among other things, HEP Operating will provide crude oil storage services for HFRM at the Cheyenne Refinery utilizing certain of the Cheyenne Assets. HFRM will pay

HEP Operating a base service fee equal to $8,125 per quarter and an additional quarterly service fee equal to 50% of HFRM Gross Profit (as defined therein) on sales of crude oil stored pursuant to the Services Agreement. The Services Agreement contains no minimum requirement for HFRM, nor is HFRM obligated to pay an additional service fee in any quarter in which it does not generate HFRM Gross Profit. The Services Agreement has an initial term of five years, with HFRM having the right to renew for up to two additional five year terms.

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

RDU Asset Lease

On February 8, 2021, Cheyenne Logistics LLC (“Cheyenne Logistics”), a subsidiary of HEP, and Cheyenne Renewable Diesel Company LLC (“CRDC”), a subsidiary of HollyFrontier, entered into an Asset Lease Agreement, effective as of January 1, 2021 (“Asset Lease Agreement”), pursuant to which Cheyenne Logistics leased to CRDC certain of the Cheyenne Assets for use in connection with the renewable diesel operations at the Cheyenne Refinery. As payment for the RDU assets, CRDC will pay to Cheyenne Logistics an annual lease payment of $4,848,485, payable in quarterly installments. The Asset Lease Agreement has a ten year initial term, with CRDC having the right to renew for up to two additional five year terms.

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

Twenty-First Amended and Restated Omnibus Agreement

On February 8, 2021, HollyFrontier, HEP and certain of their respective subsidiaries entered into the Twenty-First Amended and Restated Omnibus Agreement, effective as of January 1, 2021 (the “Twenty-First Amended and Restated Omnibus Agreement”). The Twenty-First Amended and Restated Omnibus Agreement amends and restates in its entirety the Twentieth Amended and Restated Omnibus Agreement effective as of October 1, 2019, to, among other things, subject the Navajo Tanks to HollyFrontier’s right of first refusal to purchase HEP’s assets that serve HollyFrontier’s refineries, subject to the limitations provided therein, and to amend the indemnification obligations of HollyFrontier and HEP with respect to the Cheyenne Assets, as further described therein.

The description of the Twenty-First Amended and Restated Omnibus Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.5 to this report, which is incorporated by reference into this report in its entirety.

Sixth Amended and Restated Master Lease and Access Agreement

On February 8, 2021, certain subsidiaries of HEP and HollyFrontier entered into the Sixth Amended and Restated Master Lease and Access Agreement (the “Sixth Amended and Restated Master Lease and Access Agreement”), effective as of January 1, 2021. The Sixth Amended and Restated Master Lease and Access Agreement amends and restates in its entirety the Fifth Amended and Restated Master Lease and Access Agreement, dated effective as of October 29, 2018, to, among other things, include the Navajo Tanks and the Tulsa West Lubes Racks in the list of assets comprising the Applicable Assets (as defined therein) and to otherwise update the tanks comprising the Applicable Assets (as defined therein).

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

Fourth Amended and Restated Services and Secondment Agreement

On February 8, 2021, certain subsidiaries of HEP and HollyFrontier entered into the Fourth Amended and Restated Services and Secondment Agreement (the “Fourth Amended and Restated Services and Secondment Agreement”), effective as of January 1, 2021. The Fourth Amended and Restated Services and Secondment Agreement amends and restates in its entirety the Third Amended and Restated Services and Secondment Agreement, dated effective as of October 1, 2016, to, among other things, update the Services (as defined therein) to be provided by HollyFrontier personnel in respect of the HEP assets located at the Cheyenne Refinery and HollyFrontier’s refineries in Tulsa, Oklahoma, West Bountiful, Utah (Woods Cross) and Artesia and Lovington, New Mexico (Navajo).

The description of the Fourth Amended and Restated Services and Secondment Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.7 to this report, which is incorporated by reference into this report in its entirety.

Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement

On February 8, 2021, contemporaneously with HFRM and HEP Operating entering into the Seventh Amended and Restated Master Throughput Agreement and thereby subjecting the Crude Tankage thereto, HFRM, HEP Operating and certain of their affiliates entered into the Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement (“Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement”), effective as of January 1, 2021, for the purpose of amending the Third Amended and Restated Crude Pipelines and Tankage Agreement, to, among other things, remove references to the Crude Tankage.

The description of the Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.8 to this report, which is incorporated by reference into this report in its entirety.

Item 1.02 Termination of a Material Definitive Agreement.

On February 8, 2021, contemporaneously with HFRM and HEP Operating entering to the Seventh Amended and Restated Master Throughput Agreement and thereby subjecting the Tulsa West Lubes Racks thereto, the Tulsa Equipment and Throughput Agreement was effectively terminated and its terms, as amended, incorporated into the Seventh Amended and Restated Master Throughput Agreement, in each case, effective as of January 1, 2021. Notwithstanding the foregoing, the indemnities with respect to the Tulsa West Lubes Racks, which are contained in the Tulsa Equipment and Throughput Agreement, continue to apply notwithstanding the termination of the agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Seventh Amended and Restated Master Throughput Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners – Operating, L.P.
10.2	Letter Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners – Operating, L.P.
10.3	Services Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners – Operating, L.P.
10.4	Asset Lease Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and between Cheyenne Logistics LLC and Cheyenne Renewable Diesel Company LLC.
10.5	Twenty-First Amended and Restated Omnibus Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries.
10.6	Sixth Amended and Restated Master Lease and Access Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and among certain subsidiaries of Holly Energy Partners, L.P. and HollyFrontier Corporation.
10.7	Fourth Amended and Restated Services and Secondment Agreement entered into February 8, 2021, effective as of January 1, 2021, by and among certain subsidiaries of Holly Energy Partners, L.P. and HollyFrontier Corporation.
10.8	Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement entered into February 8, 2021, effective as of January 1, 2021, by and between HollyFrontier Refining & Marketing LLC, Holly Energy Partners – Operating, L.P. and certain of their affiliates.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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/ Richard L. Voliva III
Name:		Richard L. Voliva
Title:		Executive Vice President and Chief Financial Officer

Date: February 11, 2021

EX-10.1

Exhibit 10.1

Execution Version

SEVENTH AMENDED AND RESTATED

MASTER THROUGHPUT AGREEMENT

(including Tankage and Loading Racks)

by and between

HOLLYFRONTIER REFINING & MARKETING LLC

and

HOLLY ENERGY PARTNERS-OPERATING, L.P.

Effective as of January 1, 2021

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		2
1.1	DEFINITIONS	2
1.2	INTERPRETATION	2
ARTICLE 2 AGREEMENT TO USE SERVICES		2
2.1	INTENT	2
2.2	MINIMUM REVENUE COMMITMENTS	2
2.3	MEASUREMENT OF SHIPPED VOLUMES	4
2.4	VOLUMETRIC GAINS AND LOSSES; LINE FILL; HIGH-API OIL SURCHARGE	4
2.5	OBLIGATIONS OF HEP OPERATING	4
2.6	DRAG REDUCING AGENTS AND ADDITIVES	4
2.7	CHANGE IN THE DIRECTION; PRODUCT SERVICE OR ORIGINATION AND DESTINATION OF THE PIPELINE SYSTEM	4
2.8	NOTIFICATION OF UTILIZATION	5
2.9	SCHEDULING AND ACCEPTING MOVEMENT	5
2.10	TAXES	5
2.11	TIMING OF PAYMENTS	5
2.12	INCREASES IN TARIFF RATES	5
2.13	REMOVAL OF TANK FROM SERVICE	6
2.14	NO GUARANTEED MINIMUM	6
ARTICLE 3 AGREEMENT TO REMAIN SHIPPER		6
ARTICLE 4 NOTIFICATION OF REFINERY SHUT-DOWN OR RECONFIGURATION		6
ARTICLE 5 FORCE MAJEURE		7
ARTICLE 6 AGREEMENT NOT TO CHALLENGE PIPELINE TARIFFS		7
ARTICLE 7 EFFECTIVENESS AND TERM		8
ARTICLE 8 RIGHT TO ENTER INTO A NEW AGREEMENT		8
8.1	NEGOTIATION PURSUANT TO WRITTEN NOTICE	8
8.2	NEGOTIATION IN THE ABSENCE OF WRITTEN NOTICE	8
ARTICLE 9 NOTICES		9
ARTICLE 10 DEFICIENCY PAYMENTS		9
10.1	DEFICIENCY NOTICE; DEFICIENCY PAYMENTS	9
10.2	DISPUTED DEFICIENCY NOTICES	9
10.3	PAYMENT OF AMOUNTS NO LONGER DISPUTED	10
10.4	CONTRACT QUARTERS INDEPENDENT	10
ARTICLE 11 RIGHT OF FIRST REFUSAL		10
ARTICLE 12 INDEMNITY; LIMITATION OF DAMAGES		10
12.1	INDEMNITY; LIMITATION OF LIABILITY	10
12.2	SURVIVAL	10
ARTICLE 13 MISCELLANEOUS		10
13.1	AMENDMENTS AND WAIVERS	10

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13.2	SUCCESSORS AND ASSIGNS	11
13.3	SEVERABILITY	11
13.4	CHOICE OF LAW	11
13.5	RIGHTS OF LIMITED PARTNERS	11
13.6	FURTHER ASSURANCES	11
13.7	HEADINGS	12
ARTICLE 14 GUARANTEE BY HOLLYFRONTIER		12
14.1	PAYMENT GUARANTY	12
14.2	GUARANTY ABSOLUTE	12
14.3	WAIVER	13
14.4	SUBROGATION WAIVER	13
14.5	REINSTATEMENT	13
14.6	CONTINUING GUARANTY	13
14.7	NO DUTY TO PURSUE OTHERS	13
ARTICLE 15 GUARANTEE BY THE PARTNERSHIP		13
15.1	PAYMENT AND PERFORMANCE GUARANTY	13
15.2	GUARANTY ABSOLUTE	14
15.3	WAIVER	14
15.4	SUBROGATION WAIVER	14
15.5	REINSTATEMENT	15
15.6	CONTINUING GUARANTY	15
15.7	NO DUTY TO PURSUE OTHERS	15

EXHIBITS

Exhibit A – Definitions

Exhibit B – Interpretation

Exhibit C – Applicable Assets, Product, Minimum Capacity Commitment, Tariffs, Tariff Adjustments and Applicable Terms.

Exhibit D – Measurement of Shipped Volumes

Exhibit E - Volumetric Gains and Losses; Line Fill; High-API Oil Surcharge

Exhibit F - Increases in Tariff Rates as a Result of Changes in Applicable Law

Exhibit G - Special Provisions: Malaga Pipeline System

Exhibit G-1 – Construction Projects

Exhibit G-2 – Devon Lease Connections

Exhibit H – Special Provisions: El Dorado Assets

Exhibit H-1 - El Dorado Loading Rack

Exhibit H-2 – El Dorado Tankage

Exhibit H-3 – Specifications for New Tank

Exhibit I – Special Provisions: Navajo Tanks

Exhibit I-2 – Navajo Tanks

Exhibit J – Special Provisions: Tulsa East Assets

Exhibit J-1 - Tulsa Group 1 Loading Rack

Exhibit J-2 - Tulsa Group 1 Pipeline

Exhibit J-3 – Tulsa Group 1 Tankage

Exhibit J-4 – Tulsa Group 2 Loading Rack

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Exhibit J-5 – Tulsa Group 2 Tankage

Exhibit K – Special Provisions: El Dorado Crude Tank Farm Assets

Exhibit K-1 – El Dorado Crude Tankage and Jayhawk Tankage

Exhibit K-2 – El Dorado Terminal Quality Specifications

Exhibit L-1 – Tulsa West Tankage

Exhibit L-2 – Special Provisions: Tulsa West Tankage

Exhibit M – Special Provisions: Orla Truck Terminal

Exhibit N-1 – Refined Products Pipelines

Exhibit N-2 –Refined Products Terminals and Terminalling Fees

Exhibit N-3 – Special Provisions: Refined Products Pipelines and Refined Products Terminals

Exhibit O-1 – Special Provisions: Cushing Connect Pipeline

Exhibit O-2 – Specifications for Cushing Tulsa Interconnection System

Exhibit P – Crude Tankage

Exhibit Q-1 – Tulsa West Lube Racks

Exhibit Q-2 – Special Provisions: Tulsa West Lube Racks

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SEVENTH AMENDED AND RESTATED

MASTER THROUGHPUT AGREEMENT

This Seventh Amended and Restated Master Throughput Agreement (this “Agreement”) is entered into as of February 8, 2021 and effective as of the Effective Time (as defined below) by and between HOLLYFRONTIER REFINING & MARKETING LLC (“HFRM”) and HOLLY ENERGY PARTNERS - OPERATING, L.P. (“HEP Operating”). Each of HFRM and HEP Operating are collectively referred to herein as the “Parties.”

RECITALS:

A. In connection with that certain Pipeline Throughput Agreement (Roadrunner), dated as of December 1, 2009, between HFRM (as successor in interest to HollyFrontier Navajo) and HEP Operating, HEP Operating agreed to provide certain transportation services for HFRM on the Roadrunner Pipeline, as defined below.

B. In connection with that certain Loading Rack Throughput Agreement (Lovington), dated as of March 31, 2010, between HFRM (as successor in interest to HollyFrontier Navajo) and HEP Operating (as successor in interest to Holly Energy Storage-Lovington LLC), HEP Operating agreed to provide certain loading services for HFRM with respect to the Lovington Loading Rack, as defined below.

C. In connection with that Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated as of August 31, 2011, between HFRM (as successor in interest to Holly Refining and Marketing-Tulsa LLC) and HEP Operating (as successor in interest to HEP Tulsa LLC and Holly Energy Storage—Tulsa LLC), HEP Operating agreed to provide certain transportation, storage and loading services to HFRM with respect to the Tulsa Interconnecting Pipelines, as defined below.

D. In connection with that certain First Amended and Restated Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne), dated as of January 11, 2012 between HFRM (as successor in interest to Frontier Refining LLC) and HEP Operating (as successor in interest to Cheyenne Logistics LLC), HEP Operating agreed to provide certain storage and loading services to HFRM with respect to the Cheyenne Assets (as defined in the Previous Amended and Restated Master Throughput Agreement).

E. In connection with that certain Second Amended and Restated Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated as of January 7, 2014 between HFRM (as successor in interest to Frontier El Dorado Refining LLC) and HEP Operating (as successor in interest to El Dorado Logistics LLC), HEP Operating agreed to provide certain transportation, storage and loading services to HFRM with respect to the El Dorado Assets, as defined below.

F. In connection with that certain Amended and Restated Transportation Services Agreement (Malaga), dated September 26, 2014, between HFRM and HEP Operating, HEP Operating agreed to provide certain transportation services to HFRM with respect to the Malaga Pipeline System, as defined below.

G. HEP Operating owns certain other pipelines, tankage and other assets which it desires to utilize to provide transportation, storage and loading services for HFRM.

H. The Parties entered into that certain Master Throughput Agreement, effective January 1, 2015 (the “Original Master Throughput Agreement”) pursuant to which HEP Operating agreed to provide

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certain transportation, storage and loading services with respect to the Applicable Assets, as defined below, and pursuant to which the Parties agreed that such services would no longer be provided pursuant to the Prior Agreements.

I. The Original Master Throughput Agreement has been further amended and restated, resulting in that certain Sixth Amended and Restated Master Throughput Agreement, effective October 1, 2019 (the “Previous Amended and Restated Master Throughput Agreement”).

J. The Parties now desire to amend and restate the Previous Amended and Restated Master Throughput Agreement in its entirety as follows to, among other things, remove the Cheyenne Assets and add the Navajo Tanks (as defined herein), the Tulsa West Lube Racks (as defined herein) and the Crude Tankage (as defined herein).

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

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit A.

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

ARTICLE 2

AGREEMENT TO USE SERVICES

2.1 Intent. The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth revenues to HEP Operating to be paid by HFRM, and requires HEP Operating to provide certain transportation, storage and loading services to HFRM. The principal objective of HEP Operating is for HFRM to meet or exceed its obligations with respect to the Minimum Revenue Commitment. The principal objective of HFRM is for HEP Operating to provide services to HFRM in a manner that enables HFRM to transport, store and/or load Products on, in or at the Applicable Assets. It is the Parties’ further intent that the terms and provisions of this Agreement shall be effective and govern from and after the Effective Time. Any matter first arising prior to the Effective Time shall be governed by the respective agreement relating thereto referenced in the Recitals.

2.2 Minimum Revenue Commitments. During the Applicable Term and subject to the terms and conditions of this Agreement, and as further set forth in Exhibit C, HFRM agrees as follows:

(a) Capacity and Revenue Commitment. Subject to Article 4, HFRM shall pay HEP Operating Applicable Tariffs for use of the Applicable Assets and associated services as provided herein that result in the payment of an amount that will satisfy the Minimum Revenue Commitment in exchange for HEP Operating providing HFRM a minimum capacity in each of the Applicable Assets equal to the Minimum Capacity Commitment. The “Minimum Revenue Commitment” shall be the aggregate sum of the revenue to HEP Operating for each Contract Quarter determined by multiplying the Minimum Throughput Commitment for each Applicable Asset for such Contract Quarter, by the Base Tariff for such Applicable Asset in effect for such Contract Quarter. The “Minimum Capacity Commitment” means the amount set forth on Exhibit C for each Applicable Asset.

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(b) Applicable Tariffs. HFRM shall pay (i) the applicable Base Tariffs for all quantities of Product transported, stored or loaded at, on or through the Applicable Assets in each Contract Quarter during the Applicable Term up to and including the applicable Incentive Tariff Threshold for such Applicable Asset set forth on Exhibit C, (ii) the applicable Incentive Tariff for quantities in excess of the Incentive Tariff Threshold and, (iii) if applicable, the Excess Tariff for the Applicable Asset for quantities in excess of the Excess Tariff Threshold. HFRM shall pay the applicable fees for all quantities of Product transported, stored or loaded at, on or through the Refined Products Terminals in each Contract Quarter during the Applicable Term set forth on Exhibit N-2.

(c) Adjustment of Applicable Tariffs. The Applicable Tariffs shall be adjusted in the manner set forth on Exhibit C. To evidence the Parties’ agreement to each adjusted Applicable Tariff, the Parties may, but shall not be required to, execute an amended, modified, revised or updated Exhibit C and attach it to this Agreement. If executed, such amended, modified, revised or updated Exhibit C shall be sequentially numbered (e.g. Exhibit C-1, Exhibit C-2, etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior version of Exhibit C in its entirety, after its date of effectiveness. The applicable fees in respect of the Refined Products Terminals shall be adjusted as set forth on Exhibit N-2.

(d) Reduction for Non-Force Majeure Operational Difficulties. If HFRM is unable to transport, store and/or load on, in or at any Applicable Asset the volumes of Products required to meet the Minimum Revenue Commitment for such Applicable Asset for a particular Contract Quarter as a result of HEP Operating’s operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Throughput Commitment, then the Minimum Revenue Commitment applicable to the Contract Quarter during which HFRM is unable to transport, store and/or load such volumes of Products will be reduced by an amount equal to: (A) the volume of Products that HFRM was unable to transport, store and/or load on, in or at such Applicable Assets (but not to exceed the Minimum Throughput Commitment), as a result of HEP Operating’s operational difficulties, prorationing or inability to provide sufficient capacity on the Applicable Assets to achieve the Minimum Throughput Commitment, multiplied by (B) the applicable Base Tariff. This Section 2.2(d) shall not apply in the event HEP Operating gives notice of a Force Majeure event in accordance with the terms of the Omnibus Agreement, in which case the Minimum Revenue Commitment shall be suspended to the extent contemplated in Article IX of the Omnibus Agreement.

(e) Pro-Rationing for Partial Periods. Notwithstanding the other portions of this Section 2.2, in the event that the commencement date of the Applicable Term for any group of Applicable Assets is any date other than the first day of a Contract Quarter, then the Minimum Revenue Commitment, Minimum Throughput Commitment, and any applicable Incentive Tariffs for the initial partial Contract Quarter with respect to such group of Applicable Assets shall be prorated based upon the number of days actually in such partial Contract Quarter. Similarly, notwithstanding the other portions of this Section 2.2 if the last day of the Applicable Term for any group of Applicable Assets is on a day other than the last day of a Contract Quarter, then the Minimum Revenue Commitment, Minimum Throughput Commitment, and any applicable Incentive Tariff for the final partial Contract Quarter with respect to such group of Applicable Assets shall be prorated based upon the number of days actually in such partial Contract Quarter and the initial Contract Quarter.

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2.3 Measurement of Shipped Volumes. Matters with respect to the measurement of shipped volumes are set forth on Exhibit D.

2.4 Volumetric Gains and Losses; Line Fill; High-API Oil Surcharge. Matters with respect to volumetric gains and losses, line fill and high-API oil surcharges are set forth on Exhibit E.

2.5 Obligations of HEP Operating. During the Applicable Term and subject to the terms and conditions of this Agreement, HEP Operating agrees to:

(a) own or lease, operate and maintain (directly or through a Subsidiary) the Applicable Assets and all related assets necessary to handle the applicable Products from HFRM;

(b) make available for HFRM’s use the capacity of the Applicable Assets of at least the Minimum Capacity Commitment;

(c) provide the services required under this Agreement and perform all operations relating to the Applicable Assets, including tank gauging, tank maintenance, loading trucks, interaction with third party pipelines and customer interface for access agreements (as applicable) and performance of all operations and maintenance for the Applicable Assets;

(d) maintain adequate property and liability insurance covering the Applicable Assets and any related assets owned by HEP Operating or its affiliates and necessary for the operation of the Applicable Assets; and

(e) at the request of HFRM, and subject in any case to any applicable common carrier proration duties and commitments to other third-party shippers, use commercially reasonable efforts to transport, store and/or load on the Applicable Assets for HFRM each month during the Applicable Term the quantity of Products that HFRM designates from time to time, but in no event less than the Minimum Capacity Commitment.

Notwithstanding the first sentence of this Section 2.5, subject to the dispute resolution provisions of the Omnibus Agreement and with respect to the Tulsa Assets, the Tulsa Purchase Agreements, HEP Operating or its Affiliate is free to sell any of its assets, including any Applicable Assets, and HFRM is free to merge with another entity and to sell all of its assets or equity to another entity at any time.

2.6 Drag Reducing Agents and Additives. If HEP Operating determines that adding drag reducing agents (“DRA”) to the Products is reasonably required to move the Products in the quantities necessary to meet HFRM’s schedule or as may be otherwise be required to safely move such quantities of Products or that additives should be used in the operation of the Applicable Assets, HEP Operating shall provide HFRM with an analysis of the proposed cost and benefits thereof. In the event that HFRM agrees to use such additives as proposed by HEP Operating, HFRM shall reimburse HEP Operating for the costs of adding any DRA or additives. If HEP Operating reasonably determines that additives or chemicals must be added to any of the pipelines included in the Applicable Assets to prevent or control internal corrosion of the pipe, then HFRM shall reimburse HEP Operating for the direct cost of the chemical and associated injection equipment.

2.7 Change in the Direction; Product Service or Origination and Destination of the Pipeline System. Without HFRM’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), HEP Operating shall not (i) reverse the direction of flow of any Pipeline; (ii)

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change, alter or modify the Product service of any Pipeline; or (iii) change, alter or modify the origination or destination of any Pipeline; provided, however, that HEP Operating may take any necessary emergency action to prevent or remedy a release of Products from a Pipeline without obtaining the consent required by this Section 2.7. HFRM shall have the right to reverse the direction of flow of any segment of a Pipeline where it is the sole shipper of Products if, in each case, HFRM agrees to (1) reimburse HEP Operating for the additional costs and expenses incurred by HEP Operating as a result of such change in direction (both to reverse and re-reverse); (2) reimburse HEP Operating for all costs arising out of HEP Operating’s inability to perform under any transportation service contract due to the reversal of the direction of flow of the Pipeline; and (3) pay the Applicable Tariffs in accordance with this Agreement, for any such flow reversal. With respect to the Malaga Pipeline System, the foregoing shall apply regardless of whether the Product shipped in such manner reaches an injection point for the Centurion Pipeline or Plains Pipeline. HEP Operating shall not acquire any right, title or interest in the Products, and all title to and ownership of the Products while the same is in the possession of HEP Operating shall be and shall remain exclusively in HFRM. HEP Operating shall not represent itself to any third party as the owner of any of the Products and shall hold the same in trust for HFRM. HFRM shall advise HEP Operating in writing of any change in Product ownership while in the Applicable Assets. If any of HFRM’s Product is sold, exchanged, or otherwise changes ownership while in the Applicable Assets, HFRM shall nonetheless be responsible for the terms and conditions of this Agreement the same as if Products had been owned by HFRM.

2.8 Notification of Utilization. Upon request by HEP Operating, HFRM will provide to HEP Operating written notification of HFRM’s reasonable good faith estimate of its anticipated future utilization of the Applicable Assets as soon as reasonably practicable after receiving such request.

2.9 Scheduling and Accepting Movement. HEP Operating will use its reasonable commercial efforts to schedule and accept movements of Products in a manner that is consistent with the historical dealings between the Parties and their Affiliates, as such dealings may change from time to time.

2.10 Taxes. HFRM will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Products handled by HFRM for transportation, storage and/or loading by HEP Operating. Should either 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 2.10 the proper Party shall promptly reimburse the other Party therefor.

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

2.12 Increases in Tariff Rates. If new Applicable Laws are enacted that require HEP Operating to make capital expenditures with respect to the Applicable Assets, HEP Operating may amend the Applicable Tariffs in the manner set forth in Exhibit F, in order to recover HEP Operating’s cost of complying with such new Applicable Laws (as determined in good faith and including a reasonable return). HFRM and HEP Operating shall use their reasonable commercial efforts to comply with such new Applicable Laws, and shall negotiate in good faith to mitigate the impact of such new Applicable Laws and to determine the amount of the new Applicable Tariff rates. If HFRM and HEP Operating are unable to agree on the amount of the new Applicable Tariff rates that HEP Operating will charge, such Applicable Tariff rates will be resolved in the manner provided for in the Omnibus Agreement. Any other applicable

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exhibit to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any changes in Applicable Tariff rates established in accordance with this Section 2.12.

2.13 Removal of Tank from Service. The Parties agree that if a tank included in the Applicable Assets is removed from service, then HEP Operating 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 applicable Minimum Revenue Commitment). The Parties acknowledge that provisions relating to the inspection, repair and maintenance of tanks included in the Applicable Assets are set forth in the Master Lease and Access Agreement, and such provisions are in addition to, and not in substitution of, the terms set forth in this Section 2.13.

2.14 No Guaranteed Minimum. Notwithstanding anything to the contrary set forth in this Agreement, there is no requirement that HFRM deliver any minimum quantity of Product for transport, storage, handling or loading on, over or in the Applicable Assets, it being understood that HFRM’s obligation for failing to ship, store or load sufficient quantities of Product to satisfy the Minimum Revenue Commitment is to make Deficiency Payments as provided in Article 10.

2.15 Ethanol Blending. For any Applicable Asset at which HEP Operating provides ethanol blending services to HFRM, HEP Operating agrees to allow HFRM or its representative to perform (i) periodic audits of the ethanol blending operation to assess whether the overall volumes of ethanol used by HEP Operating are consistent with HFRM’s ethanol blending specifications and that the ethanol was blended with HFRM’s gasoline or blend stock; and (ii) periodic sampling and testing of the gasoline produced subsequent to the ethanol blending and periodic inspections to ensure the contractual requirements between HEP Operating and HFRM are being met.

ARTICLE 3

AGREEMENT TO REMAIN SHIPPER

With respect to any Product that is transported, stored or loaded in connection with any of the Applicable Assets by HFRM, HFRM agrees that it will continue acting in the capacity of the shipper of any such Product for its own account at all times that such Product is being transported, stored, handled or loaded in the Applicable Assets.

ARTICLE 4

NOTIFICATION OF REFINERY SHUT-DOWN OR RECONFIGURATION

If a Refinery shuts down or the Refinery owner reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and HFRM reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its applicable Minimum Revenue Commitments under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, HFRM shall (A) propose a new Minimum Revenue Commitment under this Agreement, as applicable, such that the ratio of the new applicable Minimum Revenue Commitment under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original applicable Minimum Revenue Commitment under this Agreement over the original production level and (B) propose the date on which the new Minimum Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Operating within 60 days of receipt by HEP Operating of such proposal, such new Minimum Revenue Commitment under this

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Agreement shall become effective as of the date proposed by HFRM. To the extent that HEP Operating does not agree with HFRM’s proposal, any changes in HFRM’s obligations under this Agreement, or the date on which such changes will take effect, will be determined pursuant to the dispute resolution provisions of the Omnibus Agreement. Any applicable exhibit to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the applicable Minimum Revenue Commitment under this Agreement agreed to in accordance with this Section 4.1.

In addition, in the event of a partial shutdown or a reconfiguration of the Navajo Refinery, HFRM agrees to utilize the Refined Products Pipelines and the Navajo Refinery truck rack for 100% of the Navajo Refinery output for the duration of such partial shutdown or reconfiguration.

ARTICLE 5

FORCE MAJEURE

The rights and obligations of the Parties upon the occurrence of an event of Force Majeure will be determined in the manner set forth in the Omnibus Agreement; provided that (a) any suspension of the obligations of the Parties under this Agreement as a result of an event of Force Majeure shall extend the Applicable Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice, (b) HFRM will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event, and (c) if a Force Majeure event prevents either Party from performing substantially all of their respective obligations under this Agreement relating to a group of Applicable Assets for a period of more than one (1) year, this Agreement may be terminated as to such Applicable Assets (but not as to unaffected Applicable Assets) by either Party providing written notice thereof to the other Party.

ARTICLE 6

AGREEMENT NOT TO CHALLENGE PIPELINE TARIFFS

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

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ARTICLE 7

EFFECTIVENESS AND APPLICABLE TERM

This Agreement shall be effective as to each group of Applicable Assets as of the date and time set forth on Exhibit C (or, in the case of the Refined Products Terminals, Exhibit N-2) and shall terminate with respect to each group of Applicable Assets as of the date and time set forth on Exhibit C (or, in the case of the Refined Products Terminals, Exhibit N-2), unless extended by written mutual agreement of the Parties or as set forth in Article 8 (each, the “Applicable Term”). The Party desiring to extend this Agreement with respect to any group of Applicable Assets pursuant to this Article 7 shall provide prior written notice to the other Party 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 of the Applicable Term or ten (10) days after receipt of a written request from the other Party (which request may be delivered no earlier than twelve (12) months prior to the date of termination of the Applicable Term) to provide any such notice or lose such right.

ARTICLE 8

RIGHT TO ENTER INTO A NEW AGREEMENT

8.1. Negotiation Pursuant to Written Notice. In the event that HFRM provides prior written notice to HEP Operating of the desire of HFRM to extend this Agreement for a specific group of Applicable Assets by written mutual agreement of the Parties pursuant to Article 7, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement with respect to such specific group of Applicable Assets, but, if such negotiations fail to produce a written mutual agreement for extension by a date six months prior to the termination date for such group of Applicable Assets, then HEP Operating shall have the right to negotiate to enter into one or more throughput, tankage or transportation services agreements for HFRM’s Minimum Capacity Commitment for such Applicable Assets 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 for such group of Applicable Assets, HFRM will have the right to enter into a new throughput, tankage or transportation services or transportation services agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of such group of Applicable Assets. In such circumstances, HEP Operating shall give HFRM at least forty-five (45) days prior written notice of any proposed new throughput agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement. HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8.1 with respect to the capacity that is the subject of such notice.

8.2. Negotiation in the Absence of Written Notice. In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement for a specific group of Applicable Assets by written mutual agreement of the Parties pursuant to Article 7, HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Article 7 to the date of termination of this Agreement, to negotiate to enter into one or more throughput, tankage or transportation services agreements for HFRM’s Minimum Capacity Commitment for the such group of Applicable Assets with one or more third parties to begin after the date of termination; provided, however, that at any time during the twelve (12) months prior to the expiration of the Applicable Term, HFRM will have the right to enter into a new throughput, tankage agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially

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match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity on such group of Applicable Assets. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8.2 with respect to the capacity that is the subject of such notice.

ARTICLE 9

NOTICES

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

ARTICLE 10

DEFICIENCY PAYMENTS

10.1 Deficiency Notice; Deficiency Payments. As soon as practicable following the end of each Contract Quarter under this Agreement, HEP Operating shall deliver to HFRM a written notice (the “Deficiency Notice”) detailing any failure of HFRM to meet any of the Minimum Revenue Commitments set forth on Exhibit C; provided, however, that HFRM’s obligations pursuant to the Minimum Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Article 10. Notwithstanding the previous sentence, any deficiency owed by HFRM due to its failure to satisfy any Minimum Revenue Commitment, if any, set forth on Exhibit C, as to any Applicable Asset for a Contract Quarter shall be offset by any revenue owed to HEP Operating in excess of any Minimum Revenue Commitment for such Contract Quarter set forth on Exhibit C from any other Applicable Asset at the same location. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Operating believes would have been paid by HFRM to HEP Operating if HFRM had complied with its Minimum Revenue Commitment obligations pursuant to this Agreement (the “Deficiency Payment”). HFRM shall pay the Deficiency Payment to HEP Operating upon the later of: (A) ten (10) days after their receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter.

10.2 Disputed Deficiency Notices. If HFRM disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to HEP Operating, if any, HFRM shall send written notice thereof regarding the disputed portion of the Deficiency Payment to HEP Operating. Thereafter, a senior officer of HollyFrontier (on behalf of HFRM) and a senior officer of the Partnership (on behalf of HEP Operating) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, HFRM shall have access to the working papers of HEP Operating relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following HFRM’s receipt of the Deficiency Notice, HFRM and HEP Operating shall, within forty-five (45) days following HFRM’s receipt of the Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to dispute resolution in accordance with the Omnibus Agreement.

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10.3 Payment of Amounts No Longer Disputed. If it is finally determined pursuant to this Article 10 that HFRM is required to pay any or all of the disputed portion of the Deficiency Payment, HFRM shall promptly pay such amount to HEP Operating, together with interest thereon at the Prime Rate, in immediately available funds.

10.4 Contract Quarters Independent. The fact that HFRM has exceeded or fallen short of the Minimum Revenue Commitment with respect to any Contract Quarter shall not be considered in determining whether HFRM meets, exceeds or falls short of the Minimum Revenue Commitment with respect to any other Contract Quarter, and the amount of any such excess or shortfall shall not be counted towards or against the Minimum Revenue Commitment with respect to any other Contract Quarter.

ARTICLE 11

RIGHT OF FIRST REFUSAL

The Parties acknowledge the right of first refusal of HollyFrontier with respect to the Applicable Assets other than the Tulsa Assets as provided in the Omnibus Agreement, and the right of first refusal of HollyFrontier with respect to the Tulsa Assets as provided in the Tulsa Purchase Agreements.

ARTICLE 12

INDEMNITY; LIMITATION OF DAMAGES

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

12.2 Survival. The provisions of this Article 12 shall survive the termination of this Agreement.

ARTICLE 13

MISCELLANEOUS

13.1 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 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, and attaches it to this Agreement. Such amended, modified, revised or updated exhibits shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior exhibit, 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.

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13.2 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned without the prior written consent of HFRM (in the case of any assignment by HEP Operating) or HEP Operating (in the case of any assignment by HFRM), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) HEP Operating may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Operating without HFRM’s consent, (ii) HFRM may make such an assignment (including a pro rata partial assignment) to an Affiliate of HFRM without HEP Operating’s consent, (iii) HFRM may, without HEP Operating’s prior written consent, make a partial assignment to any third party that acquires assets of HollyFrontier that rely on the services provided by HEP Operating on the Refined Products Pipelines and the Refined Products Terminals if such Person (1) is reasonably capable of performing HFRM’s obligations (or its pro rata portion of such obligations) under this Agreement assigned to such Person, which determination shall be made by HFRM in its reasonable judgment and (2) has agreed in writing to assume the obligations of HFRM assigned to such Person, (iv) HEP Operating may, without HFRM’s prior written consent, make a partial assignment to any third party that acquires any of the Refined Products Pipelines or the Refined Products Terminals if such Person (1) is reasonably capable of performing HEP Operating’s obligations (or its pro rata portion of such obligations) under this Agreement assigned to such Person, which determination shall be made by HEP Operating in its reasonable judgment and (2) has agreed in writing to assume the obligations of HEP Operating assigned to such Person, (v) HFRM may make a collateral assignment of its rights and obligations hereunder and/or grant a security interest in its rights and obligations hereunder, and HEP Operating shall execute an acknowledgement of such collateral assignment in such form as may from time-to-time be reasonably requested, and (vi) HEP Operating may make a collateral assignment of its rights hereunder and/or grant a security interest in its rights and obligations hereunder to a bona fide third party lender or debt holder, or trustee or representative for any of them, without HFRM’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to HFRM a non-disturbance agreement in such form as is reasonably satisfactory to HFRM and such third party lender, debt holder or trustee, and HFRM 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, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

13.3 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.

13.4 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.

13.5 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.

13.6 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.

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13.7 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.

13.8 Filed Tariffs. Nothing in this Agreement shall alter the liabilities and obligations of the Parties as may be set forth in the rules and regulations tariffs for the Applicable Assets.

ARTICLE 14

GUARANTEE BY HOLLYFRONTIER

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

14.2 Guaranty Absolute. HollyFrontier hereby guarantees that the HFRM 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:

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

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

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

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

(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 HFRM Payment Obligations or otherwise.

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14.3 Waiver. HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HFRM Payment Obligations and any requirement for HEP Operating to protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against HFRM, any other entity or any collateral.

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

14.5 Reinstatement. The obligations of HollyFrontier under this Article 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 HFRM Payment Obligations is rescinded or must otherwise be returned to HFRM or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HFRM or such other entity, or for any other reason, all as though such payment had not been made.

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

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

ARTICLE 15

GUARANTEE BY THE PARTNERSHIP

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

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

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

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

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

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

(e) any absence of any notice to, or knowledge of, the Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (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 the Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HEP Operating Obligations or otherwise.

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

15.4 Subrogation Waiver. The Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by HEP Operating, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HEP Operating for any payments made by the Partnership under this Article 15, and the Partnership hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against HEP Operating during any period of default or breach of this Agreement by HEP Operating until such time as there is no current or ongoing default or breach of this Agreement by HEP Operating.

14

15.5 Reinstatement. The obligations of the Partnership under this Article 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 HEP Operating Payment Obligations is rescinded or must otherwise be returned to HEP Operating or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Operating or such other entity, or for any other reason, all as though such payment had not been made.

15.6 Continuing Guaranty. This Article 15 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the HEP Operating Obligations, (ii) be binding upon the Partnership and each of its respective successors and assigns and (iii) inure to the benefit of and be enforceable by HFRM and their respective successors, transferees and assigns.

15.7 No Duty to Pursue Others. It shall not be necessary for HFRM (and the Partnership hereby waives any rights which the Partnership may have to require HFRM), in order to enforce such payment by the Partnership, first to (i) institute suit or exhaust its remedies against HEP Operating or others liable on the HEP Operating Obligations or any other person, (ii) enforce HFRM’s rights against any other guarantors of the HEP Operating Obligations, (iii) join HEP Operating or any others liable on the HEP Operating Obligations in any action seeking to enforce this Article 15, (iv) exhaust any remedies available to HFRM against any security which shall ever have been given to secure the HEP Operating Obligations, or (v) resort to any other means of obtaining payment of the HEP Operating Obligations.

[Remainder of page intentionally left blank. Signature pages follow.]

15

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

HEP OPERATING:
Holly Energy Partners - Operating, L.P.
By:	/s/ Richard L. Voliva III
	Richard L. Voliva III
	President

HFRM:
HollyFrontier Refining & Marketing LLC
By:	/s/ Thomas G. Creery
	Thomas G. Creery
	President

[Signature Page 1 of 2 to the Seventh Amended and Restated Master Throughput Agreement]

ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 10.2 AND Article 14:
HOLLYFRONTIER CORPORATION
By:	/s/ Michael C. Jennings
Name:	Michael C. Jennings
Title:	President and Chief Executive Officer

ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 10.2 AND Article 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/ John Harrison
Name:	John Harrison
Title:	Senior Vice President, Chief Financial Officer and Treasurer

[Signature Page 2 of 2 to the Seventh Amended and Restated Master Throughput Agreement]

Exhibit A

to

Seventh Amended and Restated

Master Throughput Agreement

Definitions

“Actual Construction Costs” has the meaning set forth in Exhibit C.

“Actual OPEX” has the meaning set forth in Exhibit L-2.

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

“Agreement” has the meaning set forth in the preamble to this Agreement, as the same may be amended from time to time.

“API” means the American Petroleum Institute.

“API 653” means the Above Ground Storage Tank Inspector Program issued by the API as API Standard 653, as amended and supplemented from time to time.

“API Gravity” means the API index of specific gravity of a liquid petroleum expressed as degrees, as such index would be calculated on the date hereof.

“Applicable Asset” means each of the El Dorado Assets, Lovington Loading Rack, Malaga Pipeline System, Roadrunner Pipeline, Tulsa Assets, El Dorado Crude Tank Farm Assets, the Tulsa West Tankage, the Catoosa Lubes Terminal, the Orla Truck Terminal, the Refined Products Pipelines, the Refined Products Terminals, the Cushing Connect Pipeline, the Navajo Tanks, the Tulsa West Lube Racks, the Crude Tankage, and, solely with respect to Section 2.2, Section 2.14, Article 7 and Article 10 of this Agreement, the El Dorado Connector Pipeline, individually; and “Applicable Assets” means all of the foregoing assets, collectively.

“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.

Exhibit A-1

“Applicable Tariff” means the Base Tariff and, to the extent applicable, the Incentive Tariff.

“Applicable Term” has the meaning set forth in Article 7.

“ASTM” means ASTM International.

“Artesia Bloomfield Pipeline” means the refined products pipelines described on Exhibit N-1 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

“Artesia Moriarty Pipeline” means the refined products pipelines described on Exhibit N-1 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

“Assumed OPEX” means, with respect to any Applicable Asset, the amount set forth on Exhibit C with respect to such Applicable Asset.

“Barrel” means 42 Gallons.

“Base Tariff” means the Base Tariff applicable to the quantity of Product transported, stored or loaded in connection with an Applicable Asset as set forth on Exhibit C, as such Base Tariff may be adjusted pursuant to the terms of this Agreement.

“bpd” means Barrels per day.

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

“Catoosa Lubes Terminal” means that certain water port terminal and related facilities located in Rogers County, Oklahoma, near the Port of Catoosa, Oklahoma, and more fully described in that certain Amended and Restated Lease Agreement, dated August 1, 2007, between the City of Tulsa-Rogers County Port Authority (the “Port Authority”) and Petro Source Terminals, LLC, as amended by that certain First Amendment of Amended and Restated Lease Agreement, dated August 1, 2017, between the Port Authority and NGL Crude Terminals, LLC, as modified by that certain Lease Assignment and Assumption Agreement, dated June 1, 2018, between the Port Authority, NGL Crude Terminals, LLC and HEP Oklahoma LLC.

“Centurion Pipeline” means that certain 10” pipeline system operated by Centurion Pipeline L.P. and originating from Centurion’s Artesia Station located within Township 18S and Range 27E, approximately 1 mile south of HEP Operating’s Abo Station.

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

“Closing Date” has the meaning for each Applicable Asset set forth in the Omnibus Agreement.

“Construction Projects” has the meaning set forth in Article 2.

“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.

Exhibit A-2

“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 Agreement” means the Third Amended and Restated Crude Pipelines and Tankage Agreement, dated as of March 12, 2015, by and among HFRM, HEP Operating and certain other Affiliates of HFRM and HEP Operating, as may be further amended, modified or supplemented from time to time.

“Crude Tankage” means the tankage described on Exhibit P.

“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, Refined Products, naphtha, gas oil, LEF (lube extraction feedstocks) or any other refined products.

“Cushing Connect Commencement Date” means the date on which, in the reasonable opinion of HEP Operating, the Cushing Connect Pipeline and the Cushing Tulsa Interconnection System are available for service and operating as expected by HEP Operating in delivering Crude Oil, which date has been specified in a written notice from HEP Operating to HFRM at least 60 days prior to the Cushing Connect Commencement Date.

“Cushing Connect Pipeline” means that certain approximately 50 mile, 16” pipeline to be constructed by Cushing Connect Pipeline Holdings LLC, a subsidiary of Cushing Connect, to transport Crude Oil from the Cushing Terminal to the Tulsa East Refinery and Tulsa West Refinery.

“Cushing Connect Capacity Use Agreement” has the meaning set forth in Exhibit O-1.

“Cushing Terminal” means the Crude Oil storage, blending and terminalling facility terminal located in Cushing, Oklahoma and owned and operated by Plains Marketing, L.P., a Texas limited partnership.

“Cushing Tulsa Interconnection System” means those modifications to certain pipeline and tank connectivity within the Tulsa East Refinery and Tulsa West Refinery to accommodate and connect the Cushing Connect Pipeline, which shall be constructed by HEP Operating as specified in Exhibit O-1 and Exhibit O-2.

“Deficiency Notice” has the meaning set forth in Section 10.1.

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

“Devon” means Devon Energy Production Company, L.P., and its Affiliates.

“Devon Lease Connections” has the meaning set forth in Exhibit G-2.

“DRA” has the meaning set forth in Section 2.6.

“Effective Time” means 12:01 a.m., Dallas, Texas time, on January 1, 2021.

“El Dorado Assets” means the El Dorado Loading Rack and the El Dorado Tankage.

Exhibit A-3

“El Dorado Connector Pipeline” means that certain crude oil pipeline connecting the El Dorado Crude Tankage to the Pony Express Pipeline, which pipeline is owned by a Person that is not an Affiliate of either HFRM or HEP Operating.

“El Dorado Crude Tank Farm Assets” means the El Dorado Delivery Lines and the El Dorado Crude Tankage.

“El Dorado Crude Tank Farm Consideration Period” has the meaning set forth in Exhibit K.

“El Dorado Crude Tank Farm Quality Specifications” has the meaning set forth in Exhibit K.

“El Dorado Crude Tankage” means the tankage identified on Exhibit K-1.

“El Dorado Delivery Lines” has the meaning set forth in Exhibit K.

“El Dorado Loading Rack” means the Refined Products truck loading rack and the propane loading rack located at the El Dorado Refinery and more specifically described on Exhibit H-1.

“El Dorado Minimum Working Capacity” has the meaning set forth in Exhibit K.

“El Dorado Quality Specifications” means those specifications set forth in Exhibit K-2.

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

“El Dorado Tankage” means the tanks set forth on Exhibit H-2.

“El Dorado Terminal” means the tank farm owned by HEP Operating and located in El Dorado, Kansas.

“Environmental Law” has the meaning set forth in the Omnibus Agreement.

“Excess Tariff Threshold” has the meaning set forth in Exhibit C.

“FERC Oil Pipeline Index” has the meaning set forth in Section 3(a)(iii)(B).

“Final Construction Cost” means the final aggregate construction cost of a New Tank, as contemplated by Exhibit H and Exhibit J.

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

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

“Gallon” means a United States gallon of two hundred thirty-one (231) cubic inches of liquid at sixty degrees (60°) Fahrenheit, and at the equivalent vapor pressure of the liquid.

“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.

Exhibit A-4

“Heavy Products” means fuel oil, asphalt, coker feed, vacuum tower bottoms, atmospheric tower bottoms, pitch or roofing flux.

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

“HEP Operating Payment Obligations” has the meaning set forth in Section 15.1.

“HEP Tulsa” means HEP Tulsa LLC.

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

“HFRM Payment Obligations” has the meaning set forth in Section 14.1.

“High-API Oil Surcharge” has the meaning set forth in Section 2.4.

“HollyFrontier” means HollyFrontier Corporation, a Delaware corporation.

“HollyFrontier Navajo” means HollyFrontier Navajo Refining LLC.

“HollyFrontier Tulsa” means HollyFrontier Tulsa Refining LLC.

“Incentive Tariff” means the Incentive Tariff applicable to the quantity of Product transported, stored or loaded in connection with an Applicable Asset as set forth on Exhibit C, as such Incentive Tariff may be adjusted pursuant to the terms of this Agreement.

“Intermediate Products” means non-finished intermediate products, including 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.

“Jayhawk” means Jayhawk Pipeline, L.L.C. (or its successors to the Jayhawk Tankage).

“Jayhawk Lease” means the lease between HEP-Operating and Jayhawk for the Jayhawk Tankage in existence as of the commencement of the Applicable Term.

“Jayhawk Tankage” means the tankage identified in Exhibit K-1.

“Lovington Loading Rack” means that certain asphalt loading rack located at the Navajo Refinery.

“LPG Products” means propane, refinery grade propylene, normal butane and isobutane.

“Malaga Capacity Estimate” has the meaning set forth in Exhibit G.

“Malaga Commencement Date” means the date on which, in the reasonable opinion of HEP Operating, the Malaga Pipeline System is available for service and operating as expected in delivering Crude Oil, which date has been specified in written notice from HEP Operating to HFRM at least 60 days prior to the Malaga Commencement Date; provided, however, that if the Malaga Pipeline System is, in the discretion of HEP Operating, substantially complete, then the parties may agree in writing to a commencement date prior to the Malaga Pipeline System being fully completed.

“Malaga Construction Projects” has the meaning set forth in Exhibit G.

“Malaga Exercise Notice” has the meaning set forth in Exhibit G.

Exhibit A-5

“Malaga Initial Period” means the period beginning on the Malaga Commencement Date through and including final day of the 20^th full Contract Quarter following the Malaga Commencement Date.

“Malaga Pipeline System” means the pipeline systems (a) extending from the (i) Whites City Road Station to the HEP Operating Artesia Station, from (ii) Devon Parkway field to the Millman Station and the HEP Operating Artesia Station, (iii) HEP Operating Artesia Station to the Beeson Station, (iv) the Beeson Station to the Anderson Ranch Pipeline, (v) Devon Hackberry field to the Beeson Station, and (v) Beeson Station to the Plains Pipeline, including in each case all related lease connection pipelines, storage facilities, crude oil gathering tanks, and truck off-loading facilities, and (b) with the volume capacities described on Exhibit G-1 (Construction Projects) and described on Exhibit G-2 (Devon Lease Connections).

“MAPL Lease” means that certain Pipeline Lease Agreement, dated March 11, 1996, as amended by the Corrected Amendment to Pipeline Lease Agreement, effective as of October 11, 2005, by and between Mid-America Pipeline Company, LLC and HEP Pipeline, L.L.C., as may be further amended, modified or supplemented from time to time.

“Master Lease and Access Agreement” means that certain Sixth Amended and Restated Master Lease and Access Agreement effective as of January 1, 2021 among certain of the Affiliates of HEP Operating and the owners of the Refineries, as the same may be amended from time to time.

“Minimum Capacity Commitment” has the meaning set forth in Section 2.2(a).

“Minimum Revenue Commitment” has the meaning set forth in Section 2.2(a).

“Minimum Throughput Commitment” means the quantity of Product to be transported, stored or loaded in connection with an Applicable Asset, as set forth on Exhibit C, as such amount may be adjusted pursuant to the terms of this Agreement.

“MSCFD” means thousands of standard cubic feet per day.

“MVP Pipeline” has the meaning set forth in Exhibit K.

“Navajo Refinery” means the refinery owned by HollyFrontier Navajo and located in Artesia, New Mexico and operated in conjunction with facilities located in Lovington, New Mexico.

“Navajo Tanks” means the four new petroleum products storage tanks to be constructed by HEP Operating at the Navajo Refinery as described on Exhibit I.

“Navajo Tank Commencement Date” means the first day of the calendar month after the date on which, in the reasonable opinion of HEP Operating, the Navajo Tanks are mechanically complete, available for service and operating as expected in storing the Product for which such Navajo Tanks were designed, which date has been specified in written notice from HEP Operating to HFRM at least 30 days prior to such date.

“New Tank” means the new petroleum products storage tankage to be added to the Applicable Assets as identified on Exhibits H and J.

“New Tank Commencement Date” means, with respect to each New Tank, the first day of the calendar month after the date on which, in the reasonable opinion of HEP Operating, such New Tank is mechanically complete, available for service and operating as expected in storing the Product for which such New Tank was designed, which date has been specified in written notice from HEP Operating to HFRM at least 30 days prior to such date.

Exhibit A-6

“Omnibus Agreement” means the Twenty-First Amended and Restated Omnibus Agreement effective as of January 1, 2021, as the same may be amended from time to time.

“OPEX Reimbursement Amount” has the meaning set forth in Exhibit L-2.

“Original Master Throughput Agreement” has the meaning set forth in the Recitals.

“Orla Truck Terminal” means a truck terminal in Orla, Texas to be constructed by HEP Fin-Tex/Trust-River, L.P., consisting primarily of a truck rack with three loading bays and a tank with shell capacity of approximately 50,000 barrels, which will be connected to the Artesia-Orla Pipeline, as further described in Exhibit M.

“Orla Commencement Date” means the date on which, in the reasonable opinion of HEP Operating, the Orla Truck Terminal is available for service and operating as expected in delivering refined product, which date has been specified in written notice from HEP Operating to HFRM at least 60 days prior to the Orla Commencement Date; provided, however, that if the Orla Truck Terminal is, in the discretion of HEP Operating, substantially complete, then the parties may agree in writing to a commencement date prior to the Orla Truck Terminal being fully completed.

“Osage Pipeline” has the meaning set forth in Exhibit K.

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

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

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

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

“Pipelines” means the Malaga Pipeline System, Roadrunner Pipeline, the Tulsa Pipelines, the Tulsa Interconnecting Pipelines, the Refined Products Pipelines, the Cushing Connect Pipeline and the El Dorado Delivery Lines, and any other pipeline included in the Applicable Assets.

“Plains Pipeline” means that certain 16” diameter pipeline operated by Plains All American Pipeline, L. P. and located in Lea County, New Mexico and which crosses the HEP Anderson Ranch gathering system in Township 18 South, Range 32 East.

“Pony Express Pipeline” has the meaning set forth in Exhibit K.

“Previous Amended and Restated Master Throughput Agreement” has the meaning set forth in the Recitals.

“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.

Exhibit A-7

“Prior Agreements” means those agreements set forth in Recitals A through F. For the avoidance of doubt, “Prior Agreements” do not include the following agreements (as amended, modified or supplemented and in effect from time to time): (a) Amended and Restated Intermediate Pipelines Agreement dated June 1, 2009, (b) Tulsa Equipment and Throughput Agreement dated August 1, 2009 (which was incorporated into the Seventh Amended and Restated Master Throughput Agreement dated effective January 1, 2021), (c) Second Amended and Restated Refined Product Pipelines and Terminals Agreement dated effective February 22, 2016 (which was incorporated into the Fifth Amended and Restated Master Throughput Agreement dated effective July 1, 2019), (d) Second Amended and Restated Throughput Agreement effective June 1, 2013 (which was terminated effective as of June 4, 2018), (e) Third Amended and Restated Crude Pipelines and Tankage Agreement dated March 12, 2015 and (f) Amended and Restated Unloading and Blending Services Agreement (Artesia) dated January 18, 2017.

“Prior Tulsa Throughput Agreement” means the Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa.

“Products” has the meaning set forth in Exhibit C.

“Qualified Third-Party Throughput” has the meaning set forth in Exhibit C.

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

“Refined Products Pipelines” means, collectively, (a) the South System, (b) the Artesia Moriarty Pipeline and (c) the Artesia Bloomfield Pipeline.

“Refined Products Terminals” means the terminals described on Exhibit N-2 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

“Refineries” means the Navajo Refinery; the El Dorado Refinery; the Tulsa East Refinery and the Tulsa West Refinery.

“Roadrunner Pipeline” means that certain 16” crude oil pipeline extending approximately 65 miles from the Slaughter station to Lovington, New Mexico.

“Rose Rock Pipeline” has the meaning set forth in Exhibit K.

“South System” means the refined products pipelines described on Exhibit N-1 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

“Subsequent Year” has the meaning set forth in Exhibit G.

“Subsidiary” means with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interest having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

“Successor Term” has the meaning set forth in Exhibit O-1.

Exhibit A-8

“SUS” means Saybolt Universal Seconds as specified by ASTM Standard D2161-10, as amended, supplemented or replaced from time to time.

“Tulsa Assets” means the Tulsa Group 1 Tankage, Tulsa Group 1 Loading Rack, Tulsa Group 1 Pipeline, Tulsa Group 2 Tankage, Tulsa Group 2 Loading Rack and the Tulsa Interconnecting Pipelines.

“Tulsa East Refinery” means the refinery owned by HollyFrontier Tulsa and located at 905 West 25^th Street, Tulsa, Oklahoma 74107.

“Tulsa Group 1 Purchase Agreement” means that certain Asset Sale and Purchase Agreement dated as of October 1, 2009 by and among HollyFrontier Tulsa, HEP Tulsa LLC and Holly Energy Storage – Tulsa.

“Tulsa Group 1 Loading Rack” means the gas oil, asphalt and propane truck loading racks located at the Tulsa West Refinery and more specifically described in Exhibit J-1 attached hereto.

“Tulsa Group 1 Tankage” means the tankage identified in Exhibit J-3 attached hereto.

“Tulsa Group 2 Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of March 31, 2010 by and between HEP Tulsa LLC, Lea Refining Company, and HollyFrontier Tulsa.

“Tulsa Group 2 Tankage” means the tankage identified in Exhibit J-5.

“Tulsa Group 2 Loading Rack” means the rail loading rack located at the Tulsa West Refinery and more specifically described in Exhibit J-4.

“Tulsa Interconnecting Pipelines” means the following pipelines between the Tulsa East Refinery and the Tulsa West Refinery: 1) the 12 inch raw gas oil/diesel line (the “Distillate Interconnecting Pipeline”), 2) the 12 inch naphtha/gasoline component line (the “Gasoline Interconnecting Pipeline”), 3) the 12 inch refinery fuel gas line (the “Refinery Fuel Gas Interconnecting Pipeline”), 4) the 8 inch hydrogen line (the “Hydrogen Interconnecting Pipeline”), and 5) the 10 inch refinery sour fuel gas line (the “Refinery Sour Fuel Gas Interconnecting Pipeline”) including delivery facilities from the Tulsa West Refinery and receipt facilities at the Tulsa East Refinery for the Distillate and Gasoline Interconnecting Pipelines, but not for the Refinery Fuel Gas, Hydrogen, and Refinery Sour Fuel Gas Interconnecting Pipelines.

“Tulsa Group 1 Pipeline” means those two (2) product delivery lines extending from the Group 1 Tankage to interconnection points with the Magellan pipeline as more specifically described in Exhibit J-2 attached hereto.

“Tulsa Purchase Agreements” means the Tulsa Group 1 Purchase Agreement and the Tulsa Group 2 Purchase Agreement.

“Tulsa West Lube Racks” means the assets described on Exhibit Q-1 attached hereto.

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

“Tulsa West Tankage” means the tankage identified in Exhibit L-1.

“Woods Cross Refinery” means the refinery owned and operated by HollyFrontier Woods Cross Refining LLC located at 1070 W. 500 South, West Bountiful, Utah.

Exhibit A-9

“Working Capacity” has the meaning set forth in Exhibit K.

Exhibit A-10

Exhibit B

to

Seventh Amended and Restated

Master Throughput Agreement

Interpretation

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

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

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

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

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

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

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

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

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

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

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

Exhibit B-1

Exhibit C

to

Seventh Amended and Restated

Master Throughput Agreement

Applicable Assets, Product, Minimum Capacity Commitment, Tariffs, Tariff Adjustments and Applicable Terms*

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshol)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Malaga Pipeline System

Pipelines

Crude Oil

40,000 bpd1

40,000 bpd

$0.5939/bbl

40,000 bpd

$0.3492/bbl

—

FERC Adjustment

—

July 1, 2015

—

12:01 a.m. on June 1, 2013 to Sept. 1, 2024 (the “Malaga Commencement Date”)

* Tariffs listed on this Exhibit are effective as of July 1, 2020, except for (i) the tariffs for the Cushing Connect Pipeline and Navajo Tanks, which are effective as of the commencement date for their respective Applicable Terms, and (ii) the tariffs for the Tulsa West Lube Racks and Crude Tankage, which are effective as of January 1, 2021.

¹  As may be adjusted pursuant to Exhibit G.

Exhibit C-1

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

El Dorado Assets

Pipelines

Refined Products LPG Products, Intermediate Products Heavy Products

120,000 bpd of aggregate delivery capacity from the Tankage

120,000 bpd of Intermediate and Refined Product

$0.1738/bbl

125,000 bpd of Intermediate and Refined Product

$0.0107/bbl

—

PPI Adjustment

3% in any calendar year (applicable to each individual tariff)

July 1, 2012

—

12:01 a.m. on Nov. 1, 2011 to 12:01 a.m. on Oct. 31, 2026; provided that with respect to the New Tank at the El Dorado Refinery, the Applicable Term shall be from 12:01 a.m. on the New Tank Commencement Date for such New Tank to the date occurring fifteen (15) years thereafter.

Tankage

140,000 bpd of aggregate capacity in the Tankage

140,000 bpd of Products

$0.5116/bbl2,3

154,000 bpd of Products

$0.2317/bbl

—

Loading Rack

20,000 bpd

20,000 bpd

$0.2896/bbl

—

—

—

Tulsa East Assets

Tulsa Pipelines

Refined Products

60,000 bpd

60,000 bpd

$0.1192/bbl

—

—

PPI Adjustment

3% in any calendar

July 1, 2011

—

11:59 p.m. on Mar. 31, 2010 to

² From and after the New Tank Commencement Date established pursuant to Exhibit H, if any, the Tankage Base Tariff shall be increased by an amount per barrel equal to:

                    Final Construction Cost                    

0.9 x 8.1928 x Minimum Tankage Throughput x 365

For example, if the Final Construction Costs = $1,500,000, the per barrel increase in the Tankage Base Tariff would be calculated as follows:

$1,500,000/(0.9 x 8.1928 x 140,000 x 365) = $0.0040.

³  Reflects reduction in throughput fee effective January 1, 2015 as a result of the secondment arrangement at the El Dorado refinery. Also reflects reduction in throughput fee effective January 1, 2017 as a result of the sale of tanks 243 and 244 from El Dorado Logistics LLC to HollyFrontier El Dorado Refining LLC.

Exhibit C-2

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Tulsa Group 1 Tankage

Various

1,362,550 bbls

80,000 bpd

$

0.4234/bbl

Each throughput barrel over the Minimum Throughput Commitment but less than or equal to the Excess Tariff Threshold

$

0.1192/bbl

$0.2625/bbl (over 120,000 bpd of Refined Products, in the aggregate on average for each Contract Quarter)

year (applicable to each individual tariff)

12:01 a.m. on Dec. 1, 2024

Tulsa Group 1 Loading Rack

Various

26,000 bpd

26,000 bpd

$0.3579/bbl

—

—

—

Tulsa Group 2 Tankage

Various

2,122,644 bbl

90,000 bpd

$0.4923/bbl

Each throughput barrel over the Minimum Throughput Commitment but less than or equal to the Excess Tariff Threshold

$0.1192/bbl

$0.2625/bbl (over 120,000 bpd of Refined Products, in the aggregate on average for each Contract Quarter)

Tulsa Group 2 Loading Rack

1,800 bpd

1,800 bpd

$0.4176/bbl

—

—

—

Exhibit C-3

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Tulsa Interconnect- ing Pipelines4

Distillate Interconnect- ing Pipeline – 45,000 bpd (maximum)

45,000 bpd

$0.2424/bbl (to 45,000 bpd in the aggregate, on average for each Contract Quarter)

Over 45,000 bpd and less than or equal to 65,000 bpd

$0.0810/bbl

$0.0578/bbl (over 65,000 bpd of Refined Products, in the aggregate on average for each Contract Quarter)

Gasoline Interconnect- ing Pipeline – 45,000 bpd (maximum)

45,000 bpd of Intermediate Products shipped between the Tulsa East Refinery and the Tulsa West Refinery via the Interconnecting Pipelines (excluding the Distillate Interconnecting Pipeline and the Tulsa Pipelines

Hydrogen Interconnect- ing Pipeline –10,000 MSCFD of hydrogen (maximum)

64,000 MSCFD

$0.0741/ MSCF/day

—

—

—

Exhibit C-4

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Refinery Fuel Gas Interconnect-ing Pipeline – 32,000 MSCFD of refinery fuel gas (maximum)

Refinery Sour Fuel Gas Interconnecting Pipeline – 22,000 MSCFD of refinery sour fuel gas (maximum)

Lovington Assets

Lovington Loading Rack

Asphalt and any other petroleum or petroleum based or derived products

4,000 bpd

4,000 bpd

$0.4176/bbl

—

—

PPI Adjustment4

3% in any calendar year

July 1, 2011

—

11:59 p.m. on Mar. 31, 2010 to 12:01 a.m. on Mar. 31, 2025

⁴  The Minimum Interconnecting Pipeline Revenue Commitment shall be an amount of revenue to HEP Operating for each Contract Quarter determined by adding: 1) the Minimum Interconnecting Pipeline Liquid Throughput multiplied by the Interconnecting Pipeline Liquid Tariff, and 2) the Minimum Interconnecting Pipeline Gas Throughput multiplied by the Interconnecting Pipeline Gas Tariff.

Exhibit C-5

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Roadrunner Assets

Pipelines

Crude Oil

40,000 bpd

40,000 bpd5

$0.7681/bbl

Each throughput barrel over the Minimum Throughput Commitment

$0.4022/bbl6

—

PPI Adjustment

3% plus 1⁄2 of the PPI increase in excess of 3% for such calendar year.

July 1, 2011

—

12:01 a.m. on Dec. 1, 2009 to 12:01 a.m. on Dec. 1, 2024

El Dorado Crude Tankage

Tankage

Crude Oil; Intermediate Products

140,000 bpd

140,000 bpd

$0.1027/bbl

Each throughput barrel over the Minimum Throughput Commitment

$0.0108/bbl

—

PPI Adjustment

Subject to 1% minimum / 3% cap7

July 1, 2016

—

12:01 a.m. on March 6, 2015 to 12:01 a.m. on March 6, 2025

El Dorado Connector Pipeline8

Pipelines

Crude Oil; Intermediate Products

—

—

$0.0832/bbl

—

—

—

PPI Adjustment

Subject to 1% minimum / 3% cap9

July 1, 2019

—

12:01 a.m. on January 1, 2018 to 12:01 a.m. on March 6, 2025.

⁵  In the event that any third party transports Crude Oil on the Roadrunner Pipeline for ultimate delivery to HollyFrontier or any of its Subsidiaries and such third party pays throughput fees equal to or greater than the then-current base tariff for each such barrel of Crude Oil transported on the Roadrunner Pipeline for ultimate delivery to HollyFrontier or any of its Subsidiaries (“Qualified Third-Party Throughput”), then revenues paid to HEP Operating by such third party for such Qualified Third-Party Throughput shall be credited towards the Minimum Revenue Commitment hereunder for the Roadrunner Pipeline.

⁶  If the average throughput for any Contract Quarter (including Qualified Third-Party Throughput) exceeds the Minimum Pipeline Throughput attributable to such Contract Quarter, then for each throughput barrel in excess of the Minimum Pipeline Throughput, HFRM shall pay HEP Operating throughput fees in the amount of the Pipeline Incentive Tariff.

⁷  For the avoidance of doubt, if the change in PPI in any year is less than one percent (1%) it will be rounded up to one percent (1%) and if the change in PPI in any year is greater than three percent (3%) it will be rounded down to three percent (3%).

⁸  See the definition of “Applicable Asset” in this Agreement.

Exhibit C-6

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Tulsa West Tankage

Tankage

Crude/Lef

396,000 bpd

80,000 bpd

$0.2319/bbl

—

—

—

PPI Adjustment

Subject to 1% minimum / 3% cap9

July 1, 2017

$2,751,331

12:01 a.m. on March 31, 2016 to 12:01 a.m. on March 31, 2026

Catoosa Lubes Terminal

Tankage

Various

5,754,000 gallons/month

444,500 gallons/month

$0.2497/gallon

—

—

—

PPI Adjustment

Subject to 1% minimum / 3% cap9

July 1, 2019

—

12:01 a.m. on June 1, 2018 to 12:01 a.m. on May 31, 2028

Orla Truck Terminal

Tankage and Truck Rack

Refined Product

20,000 bpd

420,000 gallons/day

$0.0140/gallon

Each throughput barrel over the Minimum Throughput Commitment

$0.0071/gallon

—

PPI Adjustment

Subject to 1% minimum / 3% cap9

July 1, 2019

—

12:01 a.m. on the Orla Commencement Date to the date occurring ten (10) years thereafter.

Refined Products Pipelines

South System

Refined Product

58,000 bpd

58,000 bpd

$2.0017/bbl

50,000 bpd

$1.2905/bbl

—

PPI Adjustment

—

July 1, 2020

—

12:01 a.m. on July 1, 2019 to 12:01 a.m. on July 1, 2029

Artesia Moriarty

Refined Product

10,000 bpd

10,000 bpd

$2.0017/bbl

17,000 bpd

$1.2905/bbl

—

PPI Adjustment

—

July 1, 2020

—

12:01 a.m. on July 1, 2019 to 12:01 a.m. on July 1, 2029

Artesia Bloomfield

Refined Product

3,000 bpd

3,000 bpd

$2.0724/bbl

—

—

—

PPI Adjustment

—

July 1, 2020

—

12:01 a.m. on July 1, 2019 to 12:01 a.m. on July 1, 2029

Exhibit C-7

Applicable Assets

Type of Applicable Asset

Product

Minimum Capacity Commitment (aggregate capacity unless otherwise noted)

Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter)

Base Tariff (applicable to all movements below the Incentive Tariff Threshold)

Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter)

Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold)

Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any)

Tariff Adjustment

Tariff Adjustment Minimum/ Cap

Tariff Adjustment Commencement Date

Assumed OPEX

Applicable Term (all times are Dallas, TX time)

Cushing Connect Pipeline

Pipeline

Crude Oil

100,000 bpd

100,000 bpd

$0.36/bbl

Each throughput barrel over the Minimum Throughput Commitment

$0.08/bbl

—

PPI Adjustment

Subject to 0% minimum / 2% cap9

July 1, 2021

—

12:01 a.m. on the Cushing Connect Commencement Date to 12:01 am on March 31, 2036, subject to automatic renewal provisions set forth on Exhibit O-1.

Navajo Tanks

Tankage

Refined Product

10,000 bpd

10,000 bpd

$0.30/bbl

11,000 bpd

$0.05/bbl

—

PPI Adjustment

—

July 1, 2022

—

12:01 a.m. on the Navajo Tank Commencement Date to the date occurring fifteen (15) years thereafter.

Tulsa West Lube Racks

Loading Racks

Refined Product

12,500 bpd

12,500 bpd

$1.2877/bbl

Each throughput barrel over the Minimum Throughput Commitment

$0.3579/bbl

—

PPI Adjustment

—

July 1, 2021

—

12:01 a.m. on January 1, 2021 to 12:01 am on August 1, 2024

Crude Tankage

Woods Cross Tankage

Crude Oil

22,000 bpd

22,000 bpd

$0.2095/bbl

Each throughput barrel over the Minimum Throughput Commitment

$0.01/bbl

—

PPI Adjustment

—

July 1, 2021

—

12:01 a.m. on January 1, 2021 to 12:01 am on February 28, 2023

Lovington Tankage

Crude Oil

80,000 bpd

80,000 bpd

$0.0588/bbl

$0.01/bbl

Artesia Tankage

Crude Oil

40,000 bpd

40,000 bpd

$0.0882/bbl

$0.01/bbl

Exhibit C-8

Applicable Tariff Adjustments

FERC Adjustment:

Each Applicable Tariff shall be adjusted on July 1 of each index year during the Applicable Term by an amount equal to the percentage change, if any, between the two (2) immediately preceding index years, in the Federal Energy Regulation Commission Oil Pipeline Index (the “FERC Oil Pipeline Index”); provided, however, that if the percentage change, if any, between the two (2) immediately preceding index years in the FERC Oil Pipeline Index is negative, then there will be no change to the Applicable Tariffs.

PPI Adjustment:

Each Applicable Tariff shall be adjusted on July 1 of each calendar year by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – 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 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index change is negative in a given year then there will be no change in the tariff unless the tariff is subject to a minimum increase as defined elsewhere in Exhibit C.

Index no longer Published

If the either index is no longer published, the Parties shall negotiate in good faith to agree on a new index (as applicable) that gives comparable protection against inflation or deflation, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariffs. If the Parties are unable to agree, a new index will be determined in accordance with the dispute resolution provisions set forth in the Omnibus Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariffs.

Exhibit C-9

Exhibit D

to

Seventh Amended and Restated

Master Throughput Agreement

Measurement of Shipped Volumes

Applicable Asset	Type of Applicable Asset	Measurement of Volumes
Malaga Pipeline System	Pipelines	Quantities shipped on the Malaga Pipeline System shall be determined by measuring unique barrels of Crude Oil (either by counting barrels or calculating barrels based on available meter data) shipped on the following origin and destination pairings: Whites City Road Station to HEP Artesia Station Whites City Road Station to Beeson Station Whites City Road Station to Plains Pipeline Bisti Connection HEP Artesia Station to Beeson Station HEP Artesia Station to Plains Pipeline Bisti Connection Beeson Station to Plains Pipeline Bisti Connection The origin and destination pairings listed above utilize the following segments of the Pipeline System: Whites City Road Station to HEP Artesia Station (8-inch) HEP Artesia Station to Beeson Station (8-inch) Beeson Station to Plains Pipeline Bisti Connection (12-inch) Shipments on any other segments of the Malaga Pipeline System will be charged the then-current tariff and fees under the Crude Agreement. For the avoidance of doubt, a barrel shipped on multiple segments of the Malaga Pipeline System shall only be counted as one barrel in satisfaction of the Minimum Throughput Commitment and shall not count as a separate barrel on each such segment. For example, a barrel shipped from Whites City Road Station to the Plains Pipeline Bisti Connection shall count as one barrel in satisfaction of the Minimum Throughput Commitment, and not as three barrels since it flows on three segments of the Malaga Pipeline System.
El Dorado Assets	Pipelines	Pipeline delivery throughput shall be determined by the shipments of Products by pipeline (and not over the Loading Racks) from the El Dorado Refinery.
	Tankage	Tankage throughput shall be determined by the sum of Products shipped from the El Dorado 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 El Dorado Refinery.
	Loading Rack	The Loading Rack Tariff will be paid for all quantities of Products or other materials loaded at the Loading Racks or the asphalt loading rack and any Products or other materials shipped using the weight scales.

Exhibit D-1

Applicable Asset	Type of Applicable Asset	Measurement of Volumes
Tulsa East Assets	Pipelines	Pipeline throughput will be determined by the quantities of Refined Product shipped on the Tulsa Pipelines.
	Group 1 Tankage	Group 1 Tankage throughput shall be determined by the sum of Refined Products shipped on the Pipelines and loaded at the Group 1 Loading Rack. Any streams moved internally within the Tulsa East Refinery will not be included in determining the volumes for any Minimum Revenue Commitment for the Group 1 Tankage.9
	Group 1 Loading Rack	The Group 1 Loading Rack Tariff will be paid for all quantities of Products loaded at the Group 1 Loading Rack.
	Group 2 Tankage	Group 2 Tankage throughput shall be determined by the sum of pipeline and truck quantities of Crude Oil and Intermediate Products received at the Tulsa East Refinery, including Crude Oil and Intermediate Products received at the Tulsa East Refinery from the Tulsa West Refinery. Any streams moved internally within the Tulsa East Refinery will not be included in determining the volumes for any Minimum Revenue Commitment for the Group 2 Tankage. Any Refined Products received from the Tulsa West Refinery or moved out of the Tulsa East Refinery will not be included in determining the volumes for the Minimum Revenue Commitment for the Group 2 Tankage.11
	Group 2 Loading Rack	The Group 2 Loading Rack Tariff will be paid for all quantities of Products loaded at the Group 2 Loading Rack.
	Interconnecting Pipelines	The Interconnecting Pipeline Gas Throughput shall be determined by the sum of pipeline quantities of Intermediate Products shipped between the Tulsa East Refinery and the Tulsa West Refinery via the Hydrogen Interconnecting Pipeline, Refinery Fuel Gas Interconnecting Pipeline, and Refinery Sour Fuel Gas Interconnecting Pipeline. The Interconnecting Pipeline Liquid Throughput shall be determined by the sum of pipeline quantities of Intermediate Products shipped between the Tulsa East Refinery and the Tulsa West Refinery via the Gasoline Interconnecting Pipeline and Distillate Interconnecting Pipeline.
Lovington Assets	Loading Rack	The Loading Rack Tariff will be paid for all quantities of Products loaded at the Lovington Loading Rack.
Roadrunner Assets	N/A	N/A
El Dorado Crude Tankage	Tankage	El Dorado Tankage throughput shall be determined by the sum of the pipeline quantities of Product received at the El Dorado Crude Tankage, based on custody transfer meters. For avoidance of doubt, no throughput fees shall be paid for movements of Products among the El Dorado Crude Tankage.
El Dorado Connector Pipeline10	Pipelines	El Dorado Connector Pipeline throughput shall be determined by the sum of the pipeline quantities of Product shipped from the Pony Express Pipeline to the El Dorado Crude Tankage via the El Dorado Connector Pipeline, based on measurement tickets from the meter owned by the Pony Express Pipeline and located upstream of the custody transfer flange.
Tulsa West Tankage	Tankage	Tulsa West Tankage throughput shall be determined by barrels of crude/lef deliveries at the following meters at the Tulsa West Refinery: #1387, #175, #176, #177, #178, #179, #180, #334, #1373 and #809.
Catoosa Lubes Terminal	Tankage	Catoosa Lubes Terminal throughput shall be determined by the sum of the products received by rail or truck at the Catoosa Lubes Terminal.
Orla Truck Terminal	Tankage	Orla Truck Terminal throughput shall be determined by the sum of the pipeline quantities of Product received at the Orla Truck Terminal, based on custody transfer meters.
Refined Products Pipelines	Pipelines	Pipeline throughput will be determined by the quantities of Refined Product shipped on the Refined Products Pipelines.

⁹  For the avoidance of doubt, any high sulfur diesel fuel that HFRM may transport from the Tulsa West Refinery through the Group 1 Tankage or Group 2 Tankage for processing in the Tulsa East Refinery’s distillate hydrotreater shall be subject to the Group 2 Tankage Applicable Tariffs, and the resulting ultra low sulfur diesel fuel produced from the high sulfur diesel fuel and then shipped from the Tulsa East Refinery via either the Tulsa Pipelines or the loading rack located at the Tulsa East Refinery shall be subject to the applicable Group 1 Tankage Applicable Tariffs.

¹⁰  See the definition of “Applicable Asset” in this Agreement.

Exhibit D-2

Applicable Asset	Type of Applicable Asset	Measurement of Volumes
Refined Products Terminals	Tankage and Truck Racks	Refined Products Terminals throughput shall be determined by the sum of the pipeline quantities of Refined Product received at each Refined Products Terminal, based on custody transfer meters, plus the sum of the volumes of ethanol and biodiesel received at the Refined Products Terminals by rail or truck.
Cushing Connect Pipeline	Pipeline	Cushing Connect Pipeline throughput shall be determined by the sum of pipeline quantities of Crude Oil received at the Tulsa East Refinery and Tulsa West Refinery.
Navajo Tanks	Tankage	Navajo Tank throughput shall be determined by the sum of quantities of Products shipped on pipelines, based on custody transfer meters.
Tulsa West Lube Racks	Loading Racks	The Tulsa West Lube Racks Tariff shall be paid for all quantities of Products loaded or unloaded at the Tulsa West Lube Racks.
Crude Tankage	Tankage	Crude Tankage throughput shall be determined by the sum of quantities of Crude Oil received in the Crude Tankage.

Exhibit D-3

Exhibit E

to

Seventh Amended and Restated

Master Throughput Agreement

Volumetric Gains; Losses; Line Fill; High-API Oil Surcharge

Applicable Assets	Volumetric Gains and Losses	Line Fill	High-API Oil Surcharge
Malaga Pipeline System	HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Malaga Pipeline System, and (ii) be responsible for all volumetric losses in the Malaga Pipeline System up to a maximum of 0.5%. HEP Operating shall be responsible for all volumetric losses in excess of 0.5% in the Malaga Pipeline System during the Applicable Term. Volumetric gains and losses shall be calculated and measured in a manner consistent with how and when gains and losses are calculated in the Crude Agreement.	HFRM shall be responsible for line fill by pipeline segment in accordance with HEP Operating’s policies for each segment as published on the Partnership’s website from time to time.	In the event HFRM desires to ship Crude Oil on the Malaga Pipeline System with an API Gravity in excess of 50 degrees, HEP Operating may, in its sole discretion, (i) refuse to ship such Crude Oil, or (ii) ship such Crude Oil and charge HFRM a surcharge (the “High-API Oil Surcharge”) equal to the increased expenses (or lower revenues) or capital costs, as a direct result thereof, as agreed upon by the Parties. If the Parties are unable to agree upon the High-API Oil Surcharge, the High-API Oil Surcharge will be determined pursuant to the dispute resolution provisions of the Omnibus Agreement. Any amounts paid by HFRM as a High-API Oil Surcharge shall not count toward satisfaction of any Minimum Revenue Commitment.
El Dorado Assets	—	—	—
Tulsa East Assets	HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Tulsa Pipelines, and (ii) be responsible for all volumetric losses in the Tulsa Pipelines up to a maximum of 0.5%. HEP Tulsa shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.5% in the Tulsa Pipelines. Gains and losses will be calculated for each Contract Quarter and offset against each other.	—	—
Lovington Assets	—	—	—

Exhibit E-1

Applicable Assets	Volumetric Gains and Losses	Line Fill	High-API Oil Surcharge
Roadrunner Assets	HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Roadrunner Pipeline, and (ii) be responsible for all volumetric losses in the Roadrunner Pipeline up to a maximum of 0.5%. HEP Operating shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.5% in the Roadrunner Pipeline. Gains and losses will be calculated for each Contract Quarter and offset against each other.	—	—
El Dorado Crude Tank Farm Assets	—	—	—
Tulsa West Tankage	—	—	—
Catoosa Lubes Terminal	—	—	—
Orla Truck Terminal	—	—	—
Refined Products Pipelines	As set forth in the tariffs listed on Exhibit N-1.	—	—
Refined Products Terminals	HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Refined Products Terminals and (ii) be responsible for all volumetric losses in the Refined Products Terminals up to a maximum of 0.25%. HEP Operating shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.25%. Gains and losses will be calculated annually on October 1 of each year for the prior October 1 to September 30 period on a terminal by terminal basis and offset against each other.	—	—
Cushing Connect Pipeline	HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Cushing Connect Pipeline, and (ii) be responsible for all volumetric losses in the Cushing Connect Pipeline up to a maximum of 0.5%. HEP Operating shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.5% in the Cushing Connect Pipeline. Gains and losses will be calculated for each Contract Quarter and offset against each other.	—	—
Navajo Tanks	—	—	—

Exhibit E-2

Applicable Assets	Volumetric Gains and Losses	Line Fill	High-API Oil Surcharge
Tulsa West Lube Racks	—	—	—
Crude Tankage	—	—	—

Exhibit E-3

Exhibit F

to

Seventh Amended and Restated

Master Throughput Agreement

Increases in Tariff Rates as a Result of Changes in Applicable Law

Applicable Assets
	Types of Tariffs that may be increased (as applicable)	Threshold
Malaga Pipeline System	Pipeline Base Tariff Pipeline Incentive Tariff	None
El Dorado Assets	Pipeline Base Tariff Tankage Base Tariff Loading Rack Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the El Dorado Assets in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.
Tulsa East Assets	Tulsa Pipelines Base Tariff Tulsa Group 1 Tankage Base Tariff Tulsa Group 1 Loading Rack Tariff Tulsa Group 2 Tankage Base Tariff Tulsa Group 2 Loading Rack Tariff	Base Tariff may not be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the Applicable Assets (excluding the Interconnecting Pipelines) in order to comply with new Applicable Laws.
	Tulsa Interconnecting Pipeline Base Tariff	Base Tariff may not be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Interconnecting Pipelines in order to comply with new Applicable Laws.
Lovington Assets	Base Tariff	Base Tariff may not be amended until HEP Operating has made capital expenditures of $500,000 in the aggregate with respect to the Lovington Loading Rack in order to comply with new Applicable Laws.
Roadrunner Assets	Pipeline Base Tariff	Base Tariff may not be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Roadrunner Pipeline in order to comply with new Applicable Laws.

Exhibit F-1

Applicable Assets
El Dorado Crude Tank Farm Assets	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the El Dorado Crude Tank Farm Assets in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.
Tulsa West Tankage	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the Tulsa West Tankage in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $2,000,000.
Catoosa Lubes Terminal	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Catoosa Lubes Terminal in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.
Orla Truck Terminal	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Orla Truck Terminal in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Exhibit F-2

Applicable Assets
Refined Products Pipelines	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $5,000,000 in the aggregate with respect to the Refined Products Pipelines in order to comply with new Applicable Laws. Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $5,000,000.
Refined Products Terminals	Terminalling Fees	No fees on Exhibit N-2 may be amended until HEP Operating has made capital expenditures of $5,000,000 in the aggregate with respect to the Refined Products Terminals in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable fees to recover HFRM’s pro rata share of the cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $5,000,000.
Cushing Connect Pipeline	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Cushing Connect Pipeline in order to comply with new Applicable Laws. Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.
Navajo Tanks	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Navajo Tanks in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.
Tulsa West Lube Racks	Base Tariff	No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Crude Tankage in order to comply with new Applicable Laws. Thereafter, HEP Operating may amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.
Crude Tankage	Base Tariff	None.

Exhibit F-3

Exhibit G

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Malaga Pipeline System

1. Construction Projects. HEP Operating has (i) completed the construction projects set forth on Exhibit G-1 and (ii) built the 25 lease connections listed on Exhibit G-2 (the “Devon Lease Connections” and, together with the construction projects set forth on Exhibit G-1, the “Malaga Construction Projects”). With respect to Item 4 listed on Exhibit G-1, HFRM reimbursed HEP Operating 100% of the actual costs and expenses of those Malaga Construction Projects. HEP Operating bore the costs of constructing all of the other Malaga Construction Projects listed on Exhibit G-1 and Exhibit G-2, other than Item 4 on Exhibit G-2.

2. Option to Increase Minimum Capacity Commitment Following the Malaga Initial Period. At the end of the Malaga Initial Period and once-a-year thereafter during the Applicable Term, HFRM shall have the option to increase (but not decrease) the Minimum Capacity Commitment for the Malaga Pipeline System applicable to the remainder of the Applicable Term, which option may be exercised as follows:

2.1 Malaga Capacity Estimate. HFRM may initiate the process by which it will exercise its option by delivering to HEP Operating a written request for a statement of HEP Operating’s good faith estimate of the total uncommitted pipeline capacity for the Malaga Pipeline System that will be available for the remaining Applicable Term (a “Malaga Capacity Estimate”), which request must be made, (i) in the case of the election available at the end of the Malaga Initial Applicable Period, no later than the one hundred twentieth (120^th) day before the end of the Malaga Initial Period, and (ii) in the case of the election available at the end of each twelve (12) month period following the end of the Malaga Initial Period (each a “Subsequent Year”), the one-hundred twentieth (120) day before the end of such Subsequent Year.

2.2 Response to Request for Malaga Capacity Estimate. HEP Operating must respond to each request with a written Malaga Capacity Estimate within ten (10) days of HEP Operating’s receipt of such request.

2.3 Malaga Exercise Notice. To exercise its option, HFRM must provide HEP Operating a written notice of exercise (an “Malaga Exercise Notice”) no later than ninety (90) days prior to the end of the Malaga Initial Period or Subsequent Year (as applicable), which Malaga Exercise Notice must contain the amount (stated in bpd) by which HFRM desires to increase the Minimum Capacity Commitment for the Malaga Pipeline System for the next occurring Subsequent Year and the remainder of the Applicable Term. The amount of increase for which HFRM may exercise this option may not exceed the available uncommitted pipeline capacity for the Malaga Pipeline System as stated in the Malaga Capacity Estimate. If no written Malaga Exercise Notice is received by such ninetieth (90^th) day, then HFRM will be deemed to have waived its option, though such waiver shall not preclude HFRM from exercising its option in Subsequent Years according the process set forth in this Section 2.

Exhibit G-1

2.4 Increase in Minimum Capacity Commitment and Minimum Throughput Commitment. If HFRM timely exercises its option at the end of the Malaga Initial Period or a Subsequent Year in accordance with this Section 2, then, with respect to the next Subsequent Year and the remainder of the Applicable Term thereafter:

(a) the Minimum Capacity Commitment for the Malaga Pipeline System shall be increased by the amount specified in the Malaga Exercise Notice; and

(b) the Minimum Throughput Commitment shall be increased by an amount equal to the increase in the Minimum Capacity Commitment for the Malaga Pipeline System.

For example, if HFRM exercises its option at the end of the Malaga Initial Period to increase the Minimum Capacity Commitment for the Malaga Pipeline System from 40,000 bpd to 50,000 bpd (a 25% increase), then the Minimum Throughput Commitment shall be increased to equal 50,000 bpd (a 25% increase). This will have the effect of increasing the Minimum Pipeline Revenue Commitment by the operation of Section 2.2(a) of the Agreement.

3. Third Party Shipping. During the Malaga Initial Period, HFRM shall have the exclusive right to utilize the entire capacity of the Malaga Pipeline System. After the end of the Malaga Initial Period, if HEP Operating contracts with third parties to ship Crude Oil on the Malaga Pipeline System thereafter during the Applicable Term, subject to the terms of this Agreement, then HEP Operating may not charge any such third party transportation services fees, throughput fees, or other fees that are equal to or less on a per barrel basis (taking into account all applicable incentive tariffs and surcharges) than those charged to HFRM under this Agreement unless such third party agrees to minimum volume and revenue commitments equal to or in excess of those to which HFRM is subject hereunder. In the event that a third party with whom HEP has contracted agrees to minimum volume and revenue commitments that are equal to those to which HFRM is subject hereunder, and the transportation services fees, throughput fees, or other fees are less on a per barrel basis (taking into account all applicable incentive tariffs and surcharges) than those charged to HFRM under this Agreement, then the tariff rates charged to HFRM under this Agreement shall be automatically reduced to be equal to such third party tariff rates.

4. Storage. In addition, following the Malaga Commencement Date, HEP Operating agrees, for no additional fees, to provide storage services of up to 70,000 barrels with regard to Crude Oil shipped using the Malaga Pipeline System (30,000 barrels at the Whites City Road Station and 40,000 barrels at the Beeson Station) and provide limited in-tank Crude Oil blending services when operationally feasible at the HEP Operating Artesia Station to the specifications of HFRM, as such specifications may be adjusted from time to time.

5. Additional Applicable Tariff. The Parties hereby acknowledge that the Applicable Tariffs are in addition to tariffs applicable to volumes shipped on the Devon Lease Connections pursuant to the Crude Agreement.

Exhibit G-2

Exhibit G-1

to

Seventh Amended and Restated

Master Throughput Agreement

Construction Projects

1. Whites City Road Station

a. Built station at the intersection of the idle 8” pipe and Whites City County Road (coordinates _32.064421 Lat _104.135759_ Long). This station includes 30,000 barrels of tankage for crude to be injected into the 8” headed north. The amount of property to be leased or purchased will be sufficient to install up to 5 crude truck off-loading LACTS and their associated tanks.

2. HEP Artesia Station

a. Reactivated 8” Malaga Pipeline from the Whites City Road Station to the existing 30,000 barrel tank at HEP Artesia Station.

b. Built connecting 8” line between the reactivated 8” Malaga Pipeline and HEP Artesia Station for receipts of sweet crude originating from the Whites City Road Station.

c. Tie-in Millman Station and Devon Parkway sweet crude deliveries into the HEP Artesia Station 30,000 barrel tank, i.e., Devon Parkway barrels connected into and delivered to the Artesia Station tank.

d. Sweet crude oil deliveries out of HEP Artesia Station tank connected for delivery to Abo station.

e. Built 6” connecting pipeline approximately 6 miles to receive sweet barrels from the Devon Parkway into existing Millman System.

f. Build additional truck off loading facility at HEP Artesia Station.

g. Built 8” 11-mile pipeline from HEP Artesia Station to Beeson Station.

3. HEP Beeson Station and Bisti Delivery

a. Built approximately 40,000 barrels of tankage at Beeson Station to receive sweet crude.

b. Built 6” pipeline (approximately 12 miles) to receive sweet barrels from the Devon Hackberry field.

c. Built connection from Anderson Ranch gathering system to the Devon Hackberry to Beeson Station connecting pipeline. This connection will be made to deliver sweet barrels through the Anderson Ranch pipe and deliver into the tank at the Beeson Station.

Exhibit G-1-1

d. Installed pumping capacity necessary for delivery into Plains Pipeline at Bisti (to deliver at a rate of up to 80,000 bpd).

e. Built 12” 12-mile pipeline from Beeson Station to Plains Pipeline System connection at Bisti.

4. Built NM sweet truck off-loading station at Whites City Road Station.*

* HEP Operating was reimbursed by HFRM for the costs of managing and constructing (4). HEP Operating will at all times be the owner of (4), including during the period of construction.

Exhibit G-1-2

Exhibit G-2

to

Seventh Amended and Restated

Master Throughput Agreement

Devon Lease Connections

Battery Name	Field Name	Location	Status
Diamond	Parkway	32.6519528 N 104.0701295 W	Producing
Emerald	Parkway	32.6525348 N 104.1045269 W	Producing
Beryl	Parkway	32.6109502 N 104.0829194 W	Producing
Onyx	Parkway	32.638176 N 104.093915 W	Producing
Coral	Parkway	32.6253952 N 104.0745216 W	Producing
Turquoise	Parkway	32.6365513 N 104.0701851 W	Producing
Agate	Parkway	32.6520074 N 104.0873003 W	Producing
Jasper	Parkway	32.623619 N 104.090791 W	Producing
Beetle Juice 19 Fed #1H	Hackberry	32° 39’ 7.41” N 103° 54’ 4.05” W	Producing
Beetle Juice 19 Fed #3H	Hackberry	32° 39’ 9.054” N 103° 54’ 43.471” W	Producing
Capella 14 Fed #1H	Hackberry	32° 40’ 0.638” N 103° 50’ 4.152” W	Producing
Strawberry 7 Fed #2	Hackberry	32° 40’ 43” N 103° 54’ 20.8” W	Producing
Strawberry 7 Fed #4	Hackberry	32° 40’ 6.93” N 103° 54’ 4.28” W	Producing
Sirius 17 Fed #1H	Hackberry	32° 39’ 59.165” N 103° 54’ 2.605” W	Producing
Sirius 17 Fed #2H	Hackberry	32° 39’ 47.98” N 103° 53’ 2.44” W	Producing
Sirius 17 Fed #3H	Hackberry	32° 39’ 30.98” N 103° 53’ 56.18” W	Producing
Arcturus 18 Fed #1H	Hackberry	32° 39’ 59.66“N 103° 54’ 2.607” W	Producing
Arcturus 18 Fed #3H	Hackberry	32° 39’ 23.058” 103° 54’ 57.028” W	Producing
Rigel 20 Fed Com #1H	Hackberry	32° 39’ 7.185” N 103° 53’ 56.214” W	Producing
Rigel 20 Fed Com #3H	Hackberry	32° 38’ 36.881” N 103° 53’ 56.099” W	Producing
Regulus 26 Fed #1	Hackberry	32° 63’ 76.832” N 103° 83’ 24.245” W	Producing
Spica 25 Fed #1	Hackberry	32° 63’ 76.834” N 103° 83’ 22.620” W	Producing
Vega 29 Fed Com #1	Hackberry	32° 63’ 77.726” N 103° 88’ 57.377” W	Producing
Serene Sisters 25 Fed #1H	Hackberry	32° 43’ 31.099” N 103° 49’ 3.506” W	Producing
Serene Sisters 25 Fed #3H	Hackberry	32° 42’ 42.721” N 103° 49’ 32.488” W	Producing

Exhibit G-2-1

Exhibit H

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: El Dorado Assets

1. Change of Service. Subject to (i) any Applicable Law and (ii) technical specifications of the El Dorado Tankage, HFRM may request that HEP Operating change the service of any of the El Dorado Tankage from storage of one Product to storage of a different Product. If HEP Operating agrees to such request, HFRM shall indemnify and hold HEP Operating harmless from and against all costs and expenses associated with any such changing of service including costs of complying with any Applicable Law affecting such change of service.

2. Construction of New Tank. HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct a New Tank at the El Dorado Refinery in accordance with the specifications set forth on Exhibit H-3. If HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for a reason related to the fault of HEP Operating or its Affiliate or a matter that is within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to such incomplete New Tank, and if HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to such incomplete New Tank. Promptly following the New Tank Commencement Date, HEP Operating will deliver a written certification to HFRM certifying the Final Construction Cost for the New Tank. Additionally, promptly following the New Tank Commencement Date, the Parties shall execute an amended Exhibit H-2 reflecting the addition of the New Tank and attach it to this Agreement. Such amended Exhibit H-2 shall be numbered Exhibit H-2.1, dated and appended as an additional schedule to this Agreement and shall replace the prior version of Exhibit H-2 in its entirety after its date of effectiveness.

Exhibit H-1

Exhibit H-1

to

Seventh Amended and Restated

Master Throughput Agreement

El Dorado Loading Rack

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 H-1-1

Exhibit H-2

to

Seventh Amended and Restated

Master Throughput Agreement

El Dorado Tankage

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
1		DEMO
2		DEMO
3	ULSD	40,425
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
66	Naptha	22,582
75	ULS k	24,938
78	ULS k	9,226
127	Heavy Slop	20,504
654	Sour Distilate	77,596
642	HTU2 Chg.	78,511
655	HTU2 Chg.	76,750
649	HTU4 CHg.	100,000
137	Gas Oil/Sour diesel	192,000
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
650	ULSD Dock	36,000
178	Coke Charge/Swing Tank	80,000
192**		DEMO

Exhibit H-2-1

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
212	Coker Chg.	76,524
213	Asphalt	77,675
215	AV Jet	67,529
216	Alkylate	72,618
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
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
448	Gasoline	16,109
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

Exhibit H-2-2

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
615	Propane	625
616	Propane	625
617	Propane	625
618	Propane	625
619	Propane	625
620	Propane	575
621	Propane	100
640	Asphalt	66,859
641	Biodiesel	6,813
647	Asphalt	76,600
651	Heavy Atmospheric Gas Oil (HAGO)	32,346
653	HAGO	32,344
656	Diesel	500
657	Diesel	500

Exhibit H-2-3

Exhibit H-3

to

Seventh Amended and Restated

Master Throughput Agreement

Specifications for New Tank

TANK ID NUMBER CURRENT SERVICE/PRODUCT NOMINAL CAPACITY, BBLS

Exhibit H-3-1

Exhibit I

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Navajo Tanks

1. Construction of Navajo Tanks. HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct the Navajo Tanks at the Navajo Refinery in accordance with the specifications set forth on Exhibit I-2, together with all associated infrastructure necessary to accommodate the Navajo Tanks. If HEP Operating or its Affiliate should fail to complete the Navajo Tanks or if the Navajo Tanks Commencement Date does not occur for a reason related to the fault of HEP Operating or its Affiliate or a matter that is within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to such incomplete Navajo Tanks, and if HEP Operating or its Affiliate should fail to complete the Navajo Tanks or if the Navajo Tank Commencement Date does not occur for any other reason, HFRM shall cause its Affiliate to reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to such incomplete Navajo Tanks. Promptly following the Navajo Tank Commencement Date, HEP Operating will deliver a written certification to HFRM certifying the total capital expenditures relating to the construction of all associated infrastructure constructed by HEP Operating to accommodate the Navajo Tanks. The expected capital spend is approximately $3 million. Upon HFRM’s receipt of such certification, HFRM shall cause its Affiliate to reimburse HEP Operating for such capital expenditures. Following reimbursement of such capital expenditures by HFRM’s Affiliate, the associated infrastructure will be owned and operated by such Affiliate of HFRM. Additionally, promptly following the Navajo Tank Commencement Date, the Parties shall execute an amended Exhibit I-2 reflecting the addition of the Navajo Tanks and attach it to this Agreement. Such amended Exhibit I-2 shall be numbered Exhibit I-2.1, dated and appended as an additional schedule to this Agreement and shall replace the prior version of Exhibit I-2 in its entirety after its date of effectiveness.

2. Term.

Notwithstanding anything to the contrary in Article 7 of the Agreement, HFRM and HEP Operating agree that HFRM shall have the right to renew the Applicable Term with respect to the Navajo Tanks for one (5) year term (a “Successor Term”), upon prior written notice to HEP Operating no sooner than twenty-four (24) months prior to and no later than twelve (12) months prior to the conclusion of the initial Applicable Term.

Exhibit I-1-1

Exhibit I-2

to

Seventh Amended and Restated

Master Throughput Agreement

Navajo Tanks

TANK ID	REFINED PRODUCT	NOMINAL CAPACITY (BBLS)
0020	Gasoline	50,000
0021	Gasoline	50,000
0022	Gasoline	50,000
0023	Gasoline	50,000

Exhibit I-2-1

Exhibit J

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Tulsa East Assets

1. Change of Tankage Service. Subject to (i) any Applicable Law and (ii) technical specifications of the Tulsa Group 1 Tankage or the Tulsa Group 2 Tankage, HFRM may request that HEP Operating change the service of any of the Tulsa Group 1 Tankage or the Tulsa Group 2 Tankage from storage of one Product to storage of a different Product; provided, however, that HFRM shall indemnify and hold HEP Operating harmless from and against all costs and expenses associated with any such changing of service including costs of complying with any Applicable Law affecting such change of service.

2. Change of Interconnecting Pipeline Service. Subject to (i) any Applicable Law, (ii) technical specifications of the Tulsa Interconnecting Pipelines, and (iii) right-of-way and license agreements, HFRM may request that HEP Operating change the service of any of the Interconnecting Pipelines; provided, however, that HFRM shall indemnify and hold HEP Operating harmless from and against all costs and expenses associated with any such changing of service including costs of complying with any Applicable Law affecting such change of service.

3. Construction of New Tank. HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct a New Tank at the Tulsa Refinery in accordance with the specifications set forth on Exhibit J-6. If HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for a reason related to the fault of HEP Operating or its Affiliate or a matter that is within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to such incomplete New Tank, and if HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to such incomplete New Tank. Promptly following the New Tank Commencement Date, HEP Operating will deliver a written certification to HFRM certifying the Final Construction Cost for the New Tank. Additionally, promptly following the New Tank Commencement Date, the Parties shall execute an amended Exhibit J-3 reflecting the addition of the New Tank and attach it to this Agreement. Such amended Exhibit J-3 shall be numbered Exhibit J-3.1, dated and appended as an additional schedule to this Agreement and shall replace the prior version of Exhibit J-3 in its entirety after its date of effectiveness.

Exhibit J-1

Exhibit J-1

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa Group 1 Loading Rack

The Propane Truck Loading Rack, Asphalt Truck Loading Rack and Gas Oil Truck Loading Rack transferred to HEP Tulsa LLC pursuant to that certain Bill of Sale, Assignment and Assumption Agreement, dated December 1, 2009, by and between Sinclair Tulsa Refining Company and HEP Tulsa LLC.

Exhibit J-1-1

Exhibit J-2

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa Group 1 Pipeline

The two Product Delivery Pipelines transferred to HEP Tulsa LLC pursuant to that certain Bill of Sale, Assignment and Assumption Agreement, dated December 1, 2009, by and between Sinclair Tulsa Refining Company and HEP Tulsa LLC.

Exhibit J-2-1

Exhibit J-3

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa Group 1 Tankage

TANK ID	REFINED PRODUCT	CAPACITY (BBLS)
10	ULSD #2 (XT)	37,500
11	ULSD #2 (XT)	37,500
12	Naptha	32,000
45	Decant	5,700
102	Kerosene	37,500
103	Kerosene	37,500
104A	ULSD #2 (XT)	37,500
110	ULSD #1	37,500
111	Kerosene	37,500
115A	ULSD #2 (XT)	151,000
215	ULSD #2 (XT)	151,000
116	Kerosene	50,860
117	ULSD #2 (XT)	63,000
444A	Gasoline Blendstock	32,832
450A	Premium Unleaded	12,000
451		DEMO
452A	USLD #2 (XT)	12,000
464A	Unleaded Regular	80,000
465	Unleaded Regular	79,320
466	Unleaded Regular	79,320
467A	Unleaded Regular	80,000
470A	Unleaded Regular	151,020
472	Unleaded Regular	151,000
473A	Premium Unleaded (ST)	151,020
601	Unleaded Regular	19,000
602	Premium Unleaded (ST)	10,000
603	Out of Service	DEMO
605	Ethanol	5,000
606	Empty	500

Exhibit J-3-1

Exhibit J-4

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa Group 2 Loading Rack

The Rail Loading Rack transferred to HEP Tulsa LLC pursuant to that certain Conveyance, Assignment and Bill of Sale, dated March 31, 2010, by and between Holly Refining & Marketing – Tulsa LLC and HEP Tulsa LLC.

Exhibit J-4-1

Exhibit J-5

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa Group 2 Tankage

TANK ID	CURRENT SERVICE	CAPACITY (BBLS)
1	Crude	130,450
2	Crude	130,000
3	Crude	116,579
8	Crude	130,233
123	CSO	37,500
471A	Regular	151,020
107A	Flux/Asphalt	55,954
108A	Flux/Asphalt	37,500
109	Flux/Asphalt	37,500
125	Flux/Asphalt	37,500
131	Flux/Asphalt	37,500
442		DEMO
445A	Gasoline blendstock	32,787
446		DEMO
460	LSR	80,000
461A	LSR	80,000
17	FCCU LCO	37,500
114	Raw Diesel	131,000
9	Raw gas oil	150,260
15	Raw gas oil	130,000
16	Raw gas oil-Sour	151,078
6A	Raw naphtha	69,082
4	Scanfiner feed	120,566
40	Raw gas oil	5,734
41	CSO	4,032
34	Truck loading-64/22 asphalt	11,798
36A	Truck loading-58/28 asphalt	11,500
124A	Flux/Asphalt	37,500
18A	Slop	37,500
31	Slop	15,000
7A	Naptha	69,082
14	Naptha	55,000

Exhibit J-5-1

Exhibit J-6

to

Seventh Amended and Restated

Master Throughput Agreement

Specifications for New Tank

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
12	Naphtha	32,000

Exhibit J-6-1

Exhibit K

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: El Dorado Crude Tank Farm Assets

1. El Dorado Terminal Operation. HEP Operating will use commercially reasonable efforts to maintain the El Dorado Terminal’s current connections to the pipelines owned and operated by (a) Tallgrass Energy Partners, LP (the “Pony Express Pipeline”), (b) Osage Pipe Line Company, LLC (the “Osage Pipeline”), (c) Rose Rock Midstream, L.P. (the “Rose Rock Pipeline”), and (d) MV Purchasing, LLC (the “MVP Pipeline”), but shall not be required to expend additional monies in connection therewith unless agreed separately in writing with HFRM. HFRM may request HEP Operating to connect the El Dorado Crude Tankage to new pipelines, whether owned by third parties or by HFRM, subject to HEP Operating’s approval of such connections and the engineering standards related to such; HEP Operating will not unreasonably withhold such approval. If HEP Operating approves any new connection requested by HFRM, HFRM will reimburse HEP Operating the actual expenses incurred by HEP Operating that are associated with such connection, plus an administrative charge of fifteen percent (15%). In addition, the Minimum Throughput Commitment will be increased to account for any additional expense HEP Operating bears in connection with ongoing operating expenses associated with such requested pipeline connection. Any HEP Operating expenditures requested by HFRM beyond pipeline connections will be negotiated separately.

2. Tank Use. HEP Operating shall make available to HFRM on an exclusive basis the shell capacity, minimum and maximum capacities, and working capacity for the El Dorado Crude Tankage. HEP Operating will make at least two (2) of such tanks available for blending services at all times during the Applicable Term. HEP Operating and HFRM will work together to assign minimum and maximum capacities of each tank within sixty (60) days following the commencement of the Applicable Term. These minimum and maximum capacities will be set to allow the most working capacity available to HFRM within reasonable industry practices. The minimum and maximum capacity for each tank will be used to determine the working capacity of each tank (calculated by subtracting the minimum capacity from the maximum capacity for each Tank) (the “Working Capacity”). Once the Working Capacity is agreed upon, HEP may assign, in its sole discretion, new maximum and minimum capacities to each tank if required to allow for safe operation. If HEP determines it is necessary to reduce the aggregate Working Capacity to less than 650,000 Barrels (as such volume may be adjusted pursuant to Section 4 of this Exhibit K (the “El Dorado Minimum Working Capacity”), the Minimum Throughput Commitment will be reduced proportionately. HFRM may deliver or have delivered Product into the El Dorado Crude Tankage from the El Dorado Refinery, the Pony Express Pipeline, the Osage Pipeline the Rose Rock Pipeline or the MVP Pipeline. HFRM agrees not to deliver to the Terminal any Products which fail to meet the El Dorado Quality Specifications, or which would in any way be injurious to the El Dorado Crude Tankage, or that may not lawfully be handled in the Tankage. HFRM shall be responsible for and pay for all damages resulting from handling of any Products by HFRM, its designee, or its consignee; provided, however, so long as the Products meet the El Dorado Quality Specifications, HFRM shall not be responsible for damages arising from the negligence or willful misconduct of HEP, its agents, employees or contractors or from ordinary wear and tear.

3. Terminal Maintenance, Changes, or Installations. HEP Operating shall make the El Dorado Crude Tankage available for HFRM’s exclusive use except for times at which a tank must be taken

Exhibit K-1

out of service for routine maintenance, in which event HEP Operating will use commercially reasonable efforts to minimize the duration of the outage. HEP Operating may take more than one tank out of service due to unplanned maintenance, environmental, or operational occurrences and may schedule more than one tank out of service if the duration is minimal (i.e. less than 1 week for seal inspection or mixer repair on top of an API 653 of another tank), but HEP Operating will not schedule more than one tank out of service for extended overlapping periods (e.g., two API 653s at the same time overlapping 1+ weeks). HEP Operating will provide HFRM written notice at least forty-five (45) days prior to any scheduled maintenance, changes or installations affecting the El Dorado Crude Tankage. In the event HEP Operating cannot provide any or all of the services during any maintenance, changes or installations within the El Dorado Terminal, or if such maintenance, changes or installations causes HEP Operating to take any tank out of service and HEP Operating does not provide a substitute tank in the place of such tank, the Minimum Throughput Commitment shall be reduced by the Working Capacity of such out-of-service tank for the duration of such outage.

4. Right of First Refusal. HEP Operating may not lease or pledge or commit to provide any storage services with respect to the El Dorado Crude Tankage or the Jayhawk Tankage (after the expiration of the Jayhawk Lease) at the El Dorado Terminal to a third party unless HEP Operating first offers to HFRM the exclusive right to use the Working Capacity of such tanks on substantially the same terms as HEP Operating has previously negotiated with a third party in arms-length negotiations. HFRM will have thirty (30) days (the “El Dorado Crude Tank Farm Consideration Period”) to consider the option to utilize such Working Capacity and to provide notice to HEP Operating of its election to accept or decline such Working Capacity. If HFRM has not notified HEP Operating within 30 days, then HEP Operating may proceed to enter into an agreement with the third party for such Working Capacity; provided, however, that if HEP Operating does not enter into an agreement with the third party within sixty (60) days following HFRM’s notice to decline or the expiration of the El Dorado Crude Tank Farm Consideration Period, then HFRM’s rights under this Section 4 will apply to any subsequent bona fide third party offer to HEP Operating regarding such Working Capacity.

5. Jayhawk Tankage. In the event that the Jayhawk Lease expires or is otherwise terminated or cancelled for any reason and the Jayhawk Tankage are not leased within a reasonable time (not to exceed sixty 60) days) to a third party as contemplated by Section 4 of this Exhibit K, HEP Operating agrees to make the Working Capacity of the Jayhawk Tankage available for HFRM’s exclusive use, and HFRM agrees to increase the Minimum Throughput Commitment by an amount equal to (a) the monthly storage fee that Jayhawk paid to HEP Operating during the last 12 months of the Jayhawk Lease, divided by the Working Capacity of the Jayhawk Tankage, and the El Dorado Minimum Working Capacity shall be increased by an amount equal to two-thirds (2/3) of the Working Capacity of such Jayhawk Tankage. HFRM’s use of the Jayhawk Tankage will be added to this Agreement as an amendment with all terms and conditions being consistent with this Agreement, and thereafter the term “El Dorado Crude Tankage” as used herein shall include the Jayhawk Tankage.

6. Right to Refuse. HEP Operating reserves the right to refuse receipt of any Product into the El Dorado Terminal, alternatively route such Product to another location, or take other appropriate action in regards to such Product if Product does not meet the El Dorado Quality Specifications. HFRM, if requested in writing, will provide HEP Operating with notice setting forth the quantity, quality, and specifications of Product to be delivered a minimum of four (4) hours prior to any delivery to the El Dorado Terminal. Any reasonable costs incurred by HEP Operating in connection with addressing or handling HFRM’s Product that does not meet the El Dorado Quality Specifications shall be borne by HFRM.

Exhibit K-2

7. Terminal Damage or Destruction. If any part of the El Dorado Terminal or the El Dorado Crude Tankage are damaged or destroyed by fire or other casualty, HEP Operating shall have the discretion to reduce receipts into and deliveries out of the El Dorado Terminal and to allocate any remaining El Dorado Terminal capacity and throughput fairly and reasonably among various customers utilizing terminalling services at the El Dorado Terminal. HEP Operating may, but shall not be obligated to, repair or replace such damaged or destroyed terminal facilities or Tanks.

8. Delivery Lines. The El Dorado Crude Tankage is connected to the El Dorado Refinery by two 16” delivery lines, together with associated piping necessary for Product movements into and out of the El Dorado Crude Tankage (the “El Dorado Delivery Lines”). HEP Operating will operate the El Dorado Delivery Lines for HFRM’s exclusive use. HEP Operating will operate one of the 16” El Dorado Delivery Lines for Product movements from the El Dorado Crude Tankage to the El Dorado Refinery with a capacity to deliver (a) 130,000 bpd based on a maximum viscosity of 350 SUS at 60 degrees Fahrenheit when operating only one El Dorado Delivery Line, and (b) 165,000 bpd based on a maximum viscosity of 350 SUS at 60 degrees Fahrenheit when operating both El Dorado Delivery Lines. HEP Operating will operate the other 16” El Dorado Delivery Line for bidirectional use. HEP Operating will maintain the El Dorado Delivery Lines to gravity feed Product to the El Dorado Refinery or, upon request of HFRM, to pump Product to the El Dorado Refinery at a pressure of at least 25 psig (when operating one El Dorado Delivery Line) and 50 psig (when operating both El Dorado Delivery Lines), as measured at the El Dorado Refinery receipt point. HEP Operating will maintain at least two (2) full-sized pumps for this service and will operate the pumps at HFRM’s request.

9. Products Testing. At HFRM’s request and upon HEP Operating’s approval, such approval not to be unreasonably withheld, delayed or conditioned, HEP Operating shall provide sampling and testing services for HFRM’s Products at the El Dorado Terminal. All fees for Product testing shall be billed to HFRM at HEP Operating’s actual cost.

Exhibit K-3

Exhibit K-1

to

Seventh Amended and Restated

Master Throughput Agreement

El Dorado Crude Tankage and Jayhawk Tankage

1. El Dorado Crude Tankage:

Tank ID Number	Current Service/Product	Nominal Capacity, BBLs
4150	Crude	80,000
4153	Crude	80,000
4154	Crude	80,000
4155	Crude	125,000
4156	Crude	125,000
4157	Crude	125,000
4158	Crude	125,000
4159	Crude	125,000
4160	Crude	125,000

2. Jayhawk Tankage:

Tank ID Number	Current Service/Product	Nominal Capacity, BBLs
4151	Crude	80,000
4152	Crude	80,000

Exhibit K-1-1

Exhibit K-2

to

Seventh Amended and Restated

Master Throughput Agreement

El Dorado Terminal Quality Specifications

Petroleum liquid that has a true vapor pressure equal to or greater than 1.5 psia but not greater than 11.1 psia.

Exhibit K-2-1

Exhibit L-1

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa West Tankage

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
13	Crude/Lef	55,000
186	Crude/Lef	55,000
187	Crude/Lef	55,000
188	Crude/Lef	55,000
244	Crude/Lef	55,000
874	Crude/Lef	121,000

Exhibit L-1-1

Exhibit L-2

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions:

Tulsa West Tankage

1. XO Maintenance Operating Expense Adjustment. At the end of the Applicable Term, HEP Operating shall calculate the aggregate XO maintenance operating expenses incurred for the Tulsa West Tankage (“Actual OPEX”). In the event that the Actual OPEX exceeds the Assumed OPEX for the Tulsa West Tankage set forth on Exhibit C, HFRM shall, within ten (10) days of receiving an invoice from HEP Operating, reimburse HEP Operating an amount equal to (i) the Actual OPEX minus (ii) the Assumed OPEX (the “OPEX Reimbursement Amount”). In the event that the Actual OPEX is less than the Assumed OPEX for the Tulsa West Tankage set forth on Exhibit C, no adjustments shall be made and no amounts shall be reimbursed.

Exhibit L-2-1

Exhibit M

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Orla Truck Terminal

Construction of Orla Truck Terminal. HEP Operating constructed the following:

• approximately 50,000 BBL nominal capacity IFR tank

• three lane diesel sales loading rack with associated piping and electrical and SCADA equipment that will have a throughput capacity, with further additions, of 30,000 bpd

• an MCC/office building

• paved access roadway, approximately .8 miles long, from the existing TXDOT FM road to the new HEP Loading Terminal

Exhibit M-1

Exhibit N-1

to

Seventh Amended and Restated

Master Throughput Agreement

Refined Products Pipelines

Pipeline	Origin and Destination	Miles of Pipeline	Diameter (inches)	Capacity (Bpd)
South System	Artesia, NM to El Paso, TX	156	6	19,000
	Artesia, NM to Orla, TX to El Paso, TX	221	12/8	95,000
	Artesia, NM to El Paso, TX (Magellan El Paso Terminal)	140	6	24,000
	Artesia, NM to El Paso, TX (Magellan El Paso Terminal)	210	12	100,000
Artesia Moriarty	Artesia, NM to Moriarty, NM	215	12/8	27,000
Artesia Bloomfield	Artesia, NM to Bloomfield, NM	406	12/8	Same as above

Exhibit N-1

Exhibit N-2

to

Seventh Amended and Restated

Master Throughput Agreement

Refined Products Terminals and Terminalling Fees

1. Refined Products Terminals.

Location	Storage Capacity (bbls)	Number of Tanks
Moriarty, NM	211,000	9
Mountain Home, ID	122,000	4
Spokane, WA	532,000	32
Navajo Refinery truck rack	N/A	N/A
Woods Cross Refinery truck rack	N/A	N/A

2. Terminalling Fees. HEP Operating will charge the following fees for services at the Refined Products Terminals, as applicable:

Service	Fee
Truck Rack Delivery	$0.3527 per barrel
Handling Fees for Products Provided by Shipper (Ethanol, Biodiesel, Isobutane, etc)	$0.0806 per blended barrel
Gasoline and Diesel Additives (lubricity, red dye, generic and proprietary gasoline additives, etc.)	$0.0806 per additized barrel + Cost of Additive per additized barrel

For the avoidance of doubt, the Amended and Restated Unloading and Blending Services Agreement, which governs the ethanol and biodiesel blending services performed at the refined product truck rack by HEP Operating in Artesia, shall remain in full force and effect.

The fees shall be adjusted on July 1 of each calendar year by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – 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 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index change is negative in a given year then there will be no change in the fees.

3. Applicable Term. The Applicable Term with respect to the Refined Products Terminals shall commence at 12:01 a.m. on July 1, 2019 and end at 12:01 a.m. on July 1, 2029.

Exhibit N-2

Exhibit N-3

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Refined Products Pipelines and Refined Products Terminals

1. Obligations of HEP Operating.

HFRM acknowledges and agrees that HEP Operating’s obligations pursuant to Section 2.5 of the Agreement with respect to the Refined Products Pipelines are subject to: (i) HEP Operating’s ability to renew the MAPL Lease, provided, that if the MAPL Lease is terminated or expires, HFRM and HEP Operating shall renegotiate the minimum volume commitment for the Artesia Bloomfield Pipeline and the Artesia Moriarty Pipeline taking into account the volumes that HFRM is unable to ship due to loss of pipeline space; and (ii) HEP Operating’s ability to permanently remove from service any of the pipelines comprising the South System if HEP Operating determines in good faith that such pipeline cannot be operated safely in accordance with HEP Operating’s historical operating practices; provided, that the remaining pipelines in the South System continue to provide sufficient capacity to allow HFRM to satisfy its minimum volume commitment on the South System.

2. Drag Reducing Agents and Additives.

HEP Operating will reimburse HFRM for the cost of DRA furnished by HFRM for use on the South System on a 50/50 basis until each of HFRM and HEP Operating expends $250,000 annually, with 100% of the cost over $500,000 annually to be covered by HFRM. HEP Operating will use its commercially reasonable efforts to minimize use of DRA on the South System and maximize use of HEP Operating’s existing horsepower; provided, that in the event HEP Operating determines that it is not economically advantageous for HEP Operating to operate the South System in a manner that maximizes use of HEP Operating’s existing horsepower and minimizes the use of DRA, then HEP Operating may use DRA in lieu of horsepower and the cost of such DRA is borne solely by HEP Operating and does not count towards HEP Operating’s share of the cost of DRA stated above.

3. Taxes.

Notwithstanding anything to the contrary in Section 2.10 of the Agreement, HFRM will reimburse HEP Operating for New Mexico gross receipts tax, if applicable, but not income tax, levied on or with respect to the services provided by HEP Operating to HFRM with respect to the Refined Products Pipelines and Refined Products Terminals.

4. Deficiency Payments.

Notwithstanding anything to the contrary in Article 10 of the Agreement, HFRM and HEP Operating agree that deficiency payments with respect to the Refined Products Pipelines will be credited against any payments owed by HFRM in the following four Contract Quarters in excess of the Minimum Commitment for such Calendar Quarters; provided, however, that HFRM will not receive credit for any deficiency payment in any of the following four Contract Quarters until they have met the Minimum Commitment in the succeeding Contract Quarter.

Exhibit N-3

Exhibit O-1

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Cushing Connect Pipeline

1. Obligations of HEP Operating.

HFRM acknowledges and agrees that HEP Operating’s obligations pursuant to Section 2.5 of the Agreement with respect to the Cushing Connect Pipeline are subject to the continued effectiveness of the Capacity Use Agreement between HEP Operating and Cushing Connect Pipeline Holdings LLC, dated October 1, 2019 (as the same may be amended from time to time, the “Cushing Connect Capacity Use Agreement”).

2. Term.

Notwithstanding anything to the contrary in Article 7 of the Agreement and subject to Section 1 of this Exhibit O-1, HFRM and HEP Operating agree that the Applicable Term with respect to the Cushing Connect Pipeline will automatically terminate upon the expiration or earlier termination of the Cushing Connect Capacity Use Agreement.

Notwithstanding anything to the contrary in Article 7 of the Agreement, HFRM and HEP Operating agree that the Applicable Term with respect to the Cushing Connect Pipeline will automatically renew for successive two (2) year terms (each a “Successor Term”) unless either Party provides written notice to the other Party on or before two (2) years prior to the conclusion of the initial Applicable Term on March 31, 2036 or each Successor Term, as applicable; such written notice shall state the Party’s intent to terminate this Agreement with respect to the Cushing Connect Pipeline.

3. Construction; Reimbursement.

HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct the Cushing Tulsa Interconnection System. The specifications for the Cushing Tulsa Interconnection System are set forth on Exhibit O-2. HFRM shall reimburse HEP Operating for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate in connection with the construction of the Cushing Tulsa Interconnection System, provided, that if HEP Operating or its Affiliate should fail to complete the Cushing Tulsa Interconnection System or if the Cushing Connect Commencement Date does not occur for a reason related to the fault of HEP Operating or its Affiliate or a matter that is solely within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to the incomplete Cushing Tulsa Interconnection System, and provided, further, that if HEP Operating or its Affiliate should fail to complete the Cushing Tulsa Interconnection System or if the Cushing Connect Commencement Date does not occur for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to the incomplete Cushing Tulsa Interconnection System.

HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct such other pipeline, tank and other delivery point connections to accommodate and connect the Cushing Connect Pipeline as HFRM shall reasonably request from time to time, provided, that HFRM shall reimburse HEP Operating for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate in connection with such additional construction, and provided, further, that if HEP Operating determines in

Exhibit O-1-1

good faith that any additional construction project requested by HFRM cannot be constructed or operated safely in accordance with HEP Operating’s historical operating practices, HEP Operating shall have no obligation to construct such additional construction project.

4. Deficiency Payments.

Notwithstanding anything to the contrary in Article 10 of the Agreement, HFRM and HEP Operating agree that deficiency payments with respect to the Cushing Connect Pipeline will be credited against any payments owed by HFRM in the following four Contract Quarters in excess of the Minimum Commitment for such Calendar Quarters; provided, however, that HFRM will not receive credit for any deficiency payment in any of the following four Contract Quarters until they have met the Minimum Commitment in the succeeding Contract Quarter.

Exhibit O-1-2

Exhibit O-2

to

Seventh Amended and Restated

Master Throughput Agreement

Specifications for Cushing Tulsa Interconnection System

The Cushing Tulsa Interconnection System will be designed to receive crude oil from the Cushing Connect Pipeline at the Tulsa East Refinery and the Tulsa West Refinery.

1. Tulsa West Refinery

a. The breakpoints of the Cushing Connect Pipeline and Cushing Tulsa Interconnection System will be the flange immediately downstream of the Cushing Connect Pipeline crude oil delivery meter that is to be located at the Tulsa West Refinery.

b. HEP Operating or its Affiliate will construct piping and fitting necessary to deliver crude oil from the breakpoint to tanks 13, 186, 187, 188, 244, and 874 at the Tulsa West Refinery at a rate of 7,000 barrels per hour.

2. Tulsa East Refinery

a. The breakpoints of the Cushing Connect Pipeline and Cushing Tulsa Interconnection System will be the flange immediately downstream of the Cushing Connect Pipeline crude oil delivery meter that is to be located at the Tulsa East Refinery.

b. HEP Operating or its Affiliate will construct piping and fitting necessary to deliver crude oil from the breakpoint to tanks 1, 2, 3, and 8 at the Tulsa East Refinery at a rate of 7,000 barrels per hour.

Exhibit O-2-1

Exhibit P

to

Seventh Amended and Restated

Master Throughput Agreement

Crude Tankage

The Crude Tankage consists of the following:

Name	Tank Number	Refinery / Location
Woods Cross Tankage	103	Woods Cross Refinery
	121
	126
Artesia Tankage	437	Navajo Refinery (Artesia)
	439
Lovington Tankage	1201A	Navajo Refinery (Lovington)
	1201B

Exhibit P-1

Exhibit Q-1

to

Seventh Amended and Restated

Master Throughput Agreement

Tulsa West Lube Racks

The Tulsa West Lube Racks consist of the following assets located at the Tulsa West Refinery, in each case as further described in the Prior Tulsa Throughput Agreement:

1. Lube Oil Rail Rack

2. Wax Rail Rack

3. Black Oil Rail Rack

4. Lube Oil Truck Rack

5. Extract Truck Rack

6. Wax Truck Rack

7. Extract Rail Rack

8. Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack

9. SW MEK Tank 702 Truck Rack

Exhibit Q-1

Exhibit Q-2

to

Seventh Amended and Restated

Master Throughput Agreement

Special Provisions: Tulsa West Lube Racks

1. Prior Tulsa Throughput Agreement. HFRM (for itself and its Affiliates, including HollyFrontier Tulsa) and HEP Operating (for itself and its Affiliates, including HEP Tulsa) acknowledge and agree that (a) the Prior Tulsa Throughput Agreement was terminated effective as of January 1, 2021 and (b) notwithstanding such termination, the provisions of Section 5 (Indemnification) and Section 6 (Consent to Third Party Operator) of the Prior Tulsa Throughput Agreement shall survive and continue to apply with respect to the Tulsa West Lube Racks as if incorporated herein mutatis mutandis; provided, however, that if the Tulsa West Lube Racks cease to be subject to this Agreement, the provisions of Section 5 (Indemnification) and Section 6 (Consent to Third Party Operator) of the Prior Tulsa Throughput Agreement shall terminate and the continued application thereof shall only be if and to the extent such provisions expressly provide for survival following termination.

2. Exclusive Use. HEP Operating (for itself and HEP Tulsa) agrees that, during the Applicable Term, HFRM and its Affiliates shall have the exclusive right to use the Tulsa West Lube Racks.

3. Insurance. Notwithstanding the termination of the Prior Tulsa Throughput Agreement, HFRM will continue to be responsible for insurance in respect of the Tulsa West Lube Racks for so long as the Tulsa West Lube Racks are subject to this Agreement.

4. Permits. HollyFrontier Tulsa will continue to hold all permits necessary for the operation of the Tulsa West Lube Racks for so long as the Tulsa West Lube Racks are subject to this Agreement.

Exhibit Q-2

EX-10.2

Exhibit 10.2

Execution Version

February 8, 2021

Holly Energy Partners – Operating, L.P.

2828 N. Harwood Street, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president-HEP@hollyenergy.com

Re: Master Throughput Agreement – Cheyenne Assets

Ladies and Gentlemen:

Reference is made to the Sixth Amended and Restated Master Throughput Agreement, dated as of October 1, 2019 (the “Master Throughput Agreement”), by and between HollyFrontier Refining & Marketing LLC (“HFRM”) and Holly Energy Partners – Operating, L.P. (“HEP Operating”, and with HFRM, the “Parties”, and each, a “Party”). Capitalized terms used but not otherwise defined in this letter agreement (this “Letter Agreement”) shall have the meanings given such terms in the Master Throughput Agreement.

On May 29, 2020, the board of directors of HollyFrontier approved a plan to permanently cease petroleum refining operations at the Cheyenne Refinery, and public announcement of this decision was made on June 1, 2020. The decision was also shared with the board of directors of Holly Logistics Services, L.L.C. on May 29, 2020. HollyFrontier ceased petroleum refining operations at the Cheyenne Refinery in August 2020 and began conversion of certain units for renewable diesel production (the “Cheyenne Shutdown and Reconfiguration”). The Cheyenne Shutdown and Reconfiguration is expected to be completed in the first quarter of 2022.

This Letter Agreement is entered into by and between HFRM and HEP Operating to confirm certain rights and obligations as they relate to the Master Throughput Agreement and the Cheyenne Shutdown and Reconfiguration.

The Parties, each intending to be legally bound, hereby agree to the following:

1. Master Throughput Agreement. The Parties acknowledge and agree that, effective as of January 1, 2021, the Master Throughput Agreement will be amended and restated in its entirety to, among other things, remove the Cheyenne Assets and all obligations of the Parties with respect to the Cheyenne Assets pursuant to the Master Throughput Agreement (the “Termination”). Following the Termination, HEP Operating agrees to (i) demolish and remove twelve (12) Tanks with shell capacity of 369,175 barrels at the Cheyenne Refinery as listed on Exhibit A (the “Demo Assets”) and (ii) drain, clean and thereafter idle or otherwise remove from service twenty-five (25) Tanks with shell capacity of 476,414 at the Cheyenne Refinery as listed on Exhibit B (the “Released Assets”).

2. Termination Fee. In consideration for the Termination, HFRM agrees to pay to HEP Operating a one-time fee equal to $10,000,000 (the “Contract Termination Fee”). HFRM will pay the Contract Termination Fee to HEP Operating within ten (10) business days of the date hereof by wire transfer of immediately available funds. Notwithstanding the foregoing, HFRM acknowledges that HEP Operating plans to use a portion of the Contract Termination Fee to demolish the Demo Assets. HEP Operating may cause HFRM to redirect a portion of the Contract Termination Fee directly to a third party contracted to demolish the Demo Assets as part of the Cheyenne Shutdown and Reconfiguration; provided, that HEP Operating has the right to approve any contractor used for such purpose.

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Execution Version

3. Indemnification. The Parties acknowledge and agree that, effective as of January 1, 2021, the Omnibus Agreement will be amended and restated in its entirety to, among other things, (a) revise the expiration date for HFC’s Covered Environmental Liabilities (as defined in the Omnibus Agreement) for the “Cheyenne Assets” in the Omnibus Agreement to be the latter of (i) November 1, 2021 and (ii) the mechanical completion of the renewable diesel units at the Cheyenne Refinery, and (b) provide that HFC will indemnify HEP for any Environmental Claims (as defined in the Omnibus Agreement) arising from the demolition of the Demo Assets or cleaning of the Released Assets until March 1, 2022.

4. Released Tanks. HEP Operating will remain responsible for any maintenance fees incurred for the Released Assets.

5. Amendments and Waivers. No amendment or modification of this Letter Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Letter Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced.

6. Choice of Law. This Letter 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. Further Assurances. In connection with this Letter Agreement and all transactions contemplated by this Letter Agreement, each Party 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 Letter Agreement and all such transactions.

8. Counterparts. This Letter Agreement may be executed in any number of counterparts with the same effect as if each of the Parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement. This Letter Agreement, to the extent signed and delivered by means of a facsimile machine or via e-mail in .pdf file format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signature Page Follows]

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

HEP OPERATING:
Holly Energy Partners - Operating, L.P.
By:	/s/ Richard L. Voliva III
	Richard L. Voliva III
	President

HFRM:
HollyFrontier Refining & Marketing LLC
By:	/s/ Thomas G. Creery
	Thomas G. Creery
	President

[Signature Page to Letter Agreement Re: Master Throughput Agreement – Cheyenne Assets]

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Exhibit A

Demo Assets

TANK ID NUMBER	PREVIOUS SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
1-28	Bio Diesel	5,141
1-50	Coker Charge	67,704
1-55	Asphalt	54,499
1-56	Asphalt	61,688
1-58	Gas Oil	10,404
1-90	Asphalt	55,954
1-117	Coker Charge	69,942
1-29	Gas Oil	10,805
1-93	Asphalt	2,640
1-94	Asphalt	2,640
1-95	Asphalt	2,640
1-51	Slurry	25,118

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Exhibit B

Released Assets

TANK ID NUMBER	PREVIOUS SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
1-14	ULSD	24,332
1-16	Ethanol	2,623
1-17	Unleaded gasoline	4,234
1-21	Light naphtha	10,075
1-27	Sour water	5,027
1-32	ULSD	10,805
1-33	Unleaded gasoline	10,342
1-53	Slurry	13,597
1-54	Slurry	25,118
2-17	LCO Coker Distillate	28,523
2-20	Gas Oil	10,824
2-21	VAC Bottoms	10,721
2-22	Coker Distillate	10,729
2-23	Gas Oil	10,824
2-34	Alkylate	23,234
2-35	Alkylate	24,190
2-60	Heavy Straight Run	9,846
2-61	Coker Naphtha	10,046
2-62	Coker Naphtha	9,970
2-63	Coker Naphtha	9,959
2-67	Coker Naphtha	10,067
2-105	Gas Oil	55,248
2-28	Gas Oil	80,572
2-70	LSR	32,608
2-71	Unleaded gasoline	32,900

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EX-10.3

Exhibit 10.3

Execution Version

SERVICES AGREEMENT

(Contango Assets)

by and between

HOLLYFRONTIER REFINING & MARKETING LLC

and

HOLLY ENERGY PARTNERS-OPERATING, L.P.

Effective as of January 1, 2021

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		1
1.1	Definitions	1
1.2	Interpretation	1
ARTICLE 2 AGREEMENT TO USE SERVICES		1
2.1	Intent	1
2.2	Initial Construction and Modifications	1
2.3	Obligations of HEP Operating	2
2.4	Service Fees	2
2.5	Adjustments to the Service Fees.	3
2.6	Measurement of Shipped Volumes	4
2.7	Volumetric Gains and Losses; Line Fill	4
2.8	[Intentionally Omitted]	4
2.9	Change in Product Service or Origination and Destination of the Crude Oil Receiving Pipeline	4
2.10	Notification of Utilization	5
2.11	Scheduling and Accepting Movement	5
2.12	Taxes	5
2.13	Removal of Tank from Service	5
2.14	No Guaranteed Minimum	5
ARTICLE 3 AGREEMENT TO REMAIN SHIPPER		5
ARTICLE 4 FORCE MAJEURE		5
ARTICLE 5 EFFECTIVENESS AND TERM		6
ARTICLE 6 NOTICES		6
ARTICLE 7 RIGHT OF FIRST REFUSAL		6
ARTICLE 8 INDEMNITY; LIMITATION OF DAMAGES		6
8.1	Indemnity; Limitation of Liability	6
8.2	Survival	6
ARTICLE 9 MISCELLANEOUS		7
9.1	Amendments and Waivers	7
9.2	Successors and Assigns	7
9.3	Severability	7
9.4	Choice of Law	7
9.5	Rights of Limited Partners	7
9.6	Further Assurances	7
9.7	Headings	7
ARTICLE 10 GUARANTEE BY HOLLYFRONTIER		8
10.1	Payment Guaranty	8
10.2	Guaranty Absolute	8
10.3	Waiver	8
10.4	Subrogation Waiver	8
10.5	Reinstatement	9
10.6	Continuing Guaranty	9
10.7	No Duty to Pursue Others	9

-i-

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 11 GUARANTEE BY THE PARTNERSHIP		9
11.1	Payment and Performance Guaranty	9
11.2	Guaranty Absolute	9
11.3	Waiver	10
11.4	Subrogation Waiver	10
11.5	Reinstatement	10
11.6	Continuing Guaranty	10
11.7	No Duty to Pursue Others	10

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SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into as of February 8, 2021 and effective as of the Effective Time (as defined below) by and between HOLLYFRONTIER REFINING & MARKETING LLC (“HFRM”) and HOLLY ENERGY PARTNERS - OPERATING, L.P. (“HEP Operating”). Each of HFRM and HEP Operating are collectively referred to herein as the “Parties.”

RECITALS:

A. HFRM purchases, distributes and sells Crude Oil (as defined herein) and refined petroleum products.

B. HEP Operating operates the Cheyenne Assets (as defined herein).

C. The Cheyenne Assets are owned by an Affiliate (as defined herein) of HEP Operating.

C. HEP Operating desires to provide certain transportation, storage and loading services with respect to the Cheyenne Assets to HFRM.

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

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit A.

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

ARTICLE 2

AGREEMENT TO USE SERVICES

2.1 Intent. The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth fees to HEP Operating to be paid by HFRM, and requires HEP Operating to provide certain transportation, storage and loading services to HFRM. The principal objective of HEP Operating is for HFRM to satisfy its obligations with respect to the Service Fees. The principal objective of HFRM is for HEP Operating to provide services to HFRM in a manner that enables HFRM to transport, store and/or load Crude Oil on, in or at the Cheyenne Assets, in each case, as provided in this Agreement. It is the Parties’ further intent that the terms and provisions of this Agreement shall be effective and govern from and after the Effective Time.

2.2 Initial Construction and Modifications. HEP Operating shall, or shall cause its Affiliate to, undertake and complete all modifications and construction necessary, as determined by HEP Operating, to make the Crude Oil Receiving Pipeline bidirectional, including any associated modifications to the Tanks (the “Modifications”). HFRM shall promptly reimburse HEP Operating for 50% of all costs, liabilities and expenses incurred by HEP Operating or its Affiliate in connection with the Modifications as such costs, liabilities or expenses are incurred, provided, that if HEP Operating or its Affiliate should fail to complete the Modifications or if the Commencement Date does not occur for a reason that is solely within or solely under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and

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expenses with respect to the incomplete Modifications; and provided, further, that if HEP Operating or its Affiliate should fail to complete the Modifications or if the Commencement Date does not occur for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to the incomplete Modifications. If the Commencement Date does not occur for any reason, HFRM shall have the right to terminate this Agreement by providing written notice to HEP Operating; provided, however, that such termination shall not relieve (a) HFRM of any reimbursement obligation to the extent reimbursement is owed to HEP Operating pursuant to this Section 2.2 and has accrued prior to such termination or (b) any Party’s obligations under ARTICLE 8.

2.3 Obligations of HEP Operating. During the Term and subject to the terms and conditions of this Agreement, HEP Operating agrees to:

(a) own or lease, operate and maintain (directly or through a Subsidiary) the Cheyenne Assets and all related assets necessary to handle the Crude Oil from HFRM;

(b) make available for HFRM’s exclusive use the capacity of the Cheyenne Assets;

(c) provide the services required under this Agreement, including those specified on Exhibit C;

(d) perform all operations relating to the Cheyenne Assets, including tank gauging, tank maintenance, loading trucks, interaction with third party pipelines and customer interface for access agreements (as applicable) and performance of all operations and maintenance for the Cheyenne Assets;

(e) maintain adequate property and liability insurance covering the Cheyenne Assets and any related assets owned by HEP Operating or its affiliates and necessary for the operation of the Cheyenne Assets; and

(f) at the request of HFRM, use commercially reasonable efforts to transport, store and/or load on the Cheyenne Assets for HFRM during the Term the quantity of Crude Oil that HFRM designates from time to time, subject to the capacity limitations of the Cheyenne Tanks.

2.4 Service Fees. During the Term and subject to the terms and conditions of this Agreement, HFRM agrees as follows:

(a) Service Fees. For each Contract Quarter, HFRM shall pay, for all services provided hereunder, an amount equal to (i) a base service fee equal to $8,125 (the “Base Service Fee”), and (ii) an Additional Service Fee (as defined below, and together with the Base Service Fee, the “Service Fees”).

(b) Additional Service Fee. For purposes of this Agreement:

“Additional Service Fee” means, for any Contract Quarter, an amount equal to 50% of the HFRM Gross Profit for such Contract Quarter;

“HFRM Gross Profit” means, for any Contract Quarter, an amount equal to the difference between: (a) the aggregate actual sales price realized by HFRM in respect of the Contango Barrels for such Contract Quarter and (b) the aggregate costs, expenses and fees (including brokerage fees) of HFRM in respect of the Contango Barrels for such Contract Quarter, after giving effect to any hedging arrangements of HFRM; provided, however, that, in calculating HFRM Gross Profit, amounts payable to HEP Operating under this Agreement shall not be included in this clause (b); and

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“Contango Barrels” means, for any Contract Quarter, all Barrels of Crude Oil removed from the Cheyenne Assets and sold to third parties by HFRM during such Contract Quarter.

(c) Additional Service Fee Notice. As soon as practicable following the end of each Contract Quarter, HFRM shall deliver to HEP Operating a written notice (the “Additional Service Fee Notice”) specifying (i) the number of Contango Barrels for such Contract Quarter, (ii) the HFRM Gross Profit for such Contract Quarter and (iii) the Additional Service Fee due from HFRM to HEP Operating for such Contract Quarter. If HEP Operating disagrees with the Additional Service Fee Notice, it shall provide written notice to HFRM within five (5) Business Days of HEP Operating’s receipt of the Additional Service Fee Notice (an “Objection Notice”). The Objection Notice shall specify in reasonable detail, to the extent then available to HEP Operating, the nature of any disputed amounts in the Additional Service Fee Notice. HFRM and HEP Operating shall, within five (5) days following HEP Operating’s delivery of the Objection Notice, submit any and all matters which remain in dispute and which were timely submitted to dispute resolution in accordance with the Omnibus Agreement. In connection with and during the pendency of the dispute resolution process, HEP Operating shall have access to the working papers of HFRM relating to the Additional Service Fee Notice and HFRM’s personnel having responsibility for HFRM’s sales of Contango Barrels.

(d) Payment. HFRM shall, within five (5) days of the end of each Contract Quarter, pay to HEP Operating the Base Service Fee for such preceding Contract Quarter by electronic payment of immediately available funds. HEP Operating shall, within five (5) days of the final determination of the Additional Service Fee pursuant to Section 2.4(c), invoice HFRM for Additional Service Fee due for the preceding Contract Quarter. With respect to the Additional Service Fee, HFRM will make payments to HEP Operating by electronic payment of immediately available funds within thirty (30) days of receipt of the invoice. Payments not timely received by HEP Operating will accrue interest at the Prime Rate from the applicable payment date until paid.

2.5 Adjustments to the Service Fees.

(a) Adjustment of Base Service Fee. Commencing July 1, 2022, the Base Service Fee shall be adjusted on July 1 of each calendar year by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – 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 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index change is negative in a given year then there will be no change in the Base Service Fee. Notwithstanding the foregoing, in no event will the PPI adjustment exceed 3% in any given year, and any PPI adjustment greater than 3% shall be rounded down to 3%. If the PPI index is no longer published, the Parties shall negotiate in good faith to agree on a new index that gives comparable protection against inflation or deflation, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the service fees. If the Parties are unable to agree, a new index will be determined in accordance with the dispute resolution provisions set forth in the Omnibus Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the service fees.

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(b) Reduction for Non-Force Majeure Operational Difficulties. If HFRM is unable to transport, store and/or load on, in or at any of the Cheyenne Assets its requested volumes of Crude Oil as a result of HEP Operating’s operational difficulties, prorationing, or the inability to provide sufficient capacity for HFRM’s requested volumes, then the Base Service Fee applicable to the Contract Quarter during which HFRM is unable to transport, store and/or load such volumes of Crude Oil will be reduced by an amount equal to: (i) (A) the number of days in the Contract Quarter that HFRM was unable to transport, store and/or load on, in or at the Cheyenne Assets, as a result of HEP Operating’s operational difficulties, prorationing or inability to provide sufficient capacity on the Cheyenne Assets, divided by (B) the number of days in such Contract Quarter, multiplied by (ii) the Base Service Fee. This Section 2.5(b) shall not apply in the event HEP Operating gives notice of a Force Majeure, which is addressed in ARTICLE 4.

(c) Increases in Fees. If new Applicable Laws are enacted that require HEP Operating to make capital expenditures with respect to the Cheyenne Assets, HEP Operating may not amend the Base Service Fee or impose any additional fees or surcharges until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Cheyenne Assets in order to comply with new Applicable Laws. Thereafter, HEP Operating may impose a monthly surcharge in order to recover HEP Operating’s cost of complying with such new Applicable Laws (as determined in good faith and including a reasonable return). HFRM and HEP Operating shall use their reasonable commercial efforts to comply with such new Applicable Laws, and shall negotiate in good faith to mitigate the impact of such new Applicable Laws and to determine the amount of the monthly surcharge, if any. If HFRM and HEP Operating are unable to agree on the amount of the monthly surcharge, such dispute will be resolved in the manner provided for in the Omnibus Agreement.

2.6 Measurement of Shipped Volumes. Crude Oil volumes received at the Cheyenne Refinery shall be determined by the total shipments received by pipeline, truck or rail. Crude Oil volumes transported from the Cheyenne Refinery shall be determined by the total shipments from the Cheyenne Refinery by pipeline, truck or rail.

2.7 Volumetric Gains and Losses; Line Fill. HFRM shall, during the Term, (i) absorb all volumetric gains in the Cheyenne Assets, and (ii) be responsible for all volumetric losses in the Cheyenne Assets up to a maximum of 0.5%. HEP Operating shall, during the Term, be responsible for all volumetric losses in excess of 0.5% in the Cheyenne Assets. Gains and losses will be calculated for each Contract Quarter and offset against each other.

2.8 [Intentionally Omitted].

2.9 Change in Product Service or Origination and Destination of the Crude Oil Receiving Pipeline. Without HFRM’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), HEP Operating shall not (i) change, alter or modify the product service of the Crude Oil Receiving Pipeline; or (ii) change, alter or modify the origination or destination of the Crude Oil Receiving Pipeline; provided, however, that HEP Operating may take any necessary emergency action to prevent or remedy a release of Crude Oil from the Crude Oil Receiving Pipeline without obtaining the consent required by this Section 2.9. HEP Operating shall not acquire any right, title or interest in the Crude Oil, and all title to and ownership of the Crude Oil while the same is in the possession of HEP Operating shall be and shall remain exclusively in HFRM. HEP Operating shall not represent itself to any third party as the owner of any of the Crude Oil and shall hold the same in trust for HFRM. HFRM shall advise HEP Operating in writing of any change in Crude Oil ownership while in the Cheyenne Assets. If any of HFRM’s Crude Oil is sold, exchanged, or otherwise changes ownership while in the Cheyenne Assets, HFRM shall nonetheless be responsible for the terms and conditions of this Agreement the same as if the Crude Oil had been owned by HFRM.

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2.10 Notification of Utilization.

(a) HFRM shall provide HEP Operating with periodic forecasts of its scheduled deliveries to and from the Cheyenne Assets and shall update those forecasts with sufficient frequency to ensure efficient operations at the Cheyenne Assets; provided, that HEP Operating shall have no obligation to transport Crude Oil on less than two (2) Business Days’ notice.

(b) Upon request by HEP Operating, HFRM will provide to HEP Operating written notification of HFRM’s reasonable good faith estimate of its anticipated future utilization of the Cheyenne Assets as soon as reasonably practicable after receiving such request.

2.11 Scheduling and Accepting Movement. HEP Operating will use commercially reasonable efforts to schedule and accept movements of Crude Oil as requested by HFRM, even if such requests do not conform to HFRM’s forecasts pursuant to Section 2.10.

2.12 Taxes. HFRM will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Crude Oil handled by HFRM for transportation, storage and/or loading by HEP Operating. Should either 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 2.12 the proper Party shall promptly reimburse the other Party therefor.

2.13 Removal of Tank from Service. The Parties agree that if a tank included in the Cheyenne Assets is removed from service, then HEP Operating will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank, provided, however, that if tanks representing more than 50% of the available capacity are removed from service, the Base Service Fee shall be reduced on a pro rata basis by the value of the capacity of the applicable tank removed from service. The Parties acknowledge that provisions relating to the inspection, repair and maintenance of tanks included in the Cheyenne Assets are set forth in the Master Lease and Access Agreement, and such provisions are in addition to, and not in substitution of, the terms set forth in this Section 2.13.

2.14 No Guaranteed Minimum. Notwithstanding anything to the contrary set forth in this Agreement, there is no requirement that HFRM deliver any minimum quantity of Crude Oil for transport, storage, handling or loading on, over or in the Cheyenne Assets. For the avoidance of doubt, HFRM shall have no obligation to pay an Additional Service Fee in any Contract Quarter in which it did not generate HFRM Gross Profit.

ARTICLE 3

AGREEMENT TO REMAIN SHIPPER

With respect to any Crude Oil that is transported, stored, handled or loaded in connection with any of the Cheyenne Assets by HFRM, HFRM agrees that it will continue acting in the capacity of the shipper of any such Crude Oil for its own account at all times that such Crude Oil is being transported, stored, handled or loaded in the Cheyenne Assets.

ARTICLE 4

FORCE MAJEURE

The rights and obligations of the Parties upon the occurrence of an event of Force Majeure will be determined in the manner set forth in the Omnibus Agreement; provided that (a) any suspension of the

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obligations of the Parties under this Agreement as a result of an event of Force Majeure shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice, (b) HFRM will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event, and (c) if a Force Majeure event prevents either Party from performing substantially all of their respective obligations under this Agreement relating to a group of Cheyenne Assets for a period of more than one (1) year, this Agreement may be terminated as to such Cheyenne Assets (but not as to unaffected Cheyenne Assets) by either Party providing written notice thereof to the other Party.

ARTICLE 5

EFFECTIVENESS AND TERM

This Agreement shall be in full force and effect as of the Effective Time and shall continue until terminated as provided in this Agreement or expiration of the Term. Subject to Section 2.2, the initial term shall begin on the Commencement Date and continue for a period of five (5) years following the Commencement Date (the “Initial Term”). HFRM shall have the right to renew this Agreement for up to two (2) additional five (5) year terms (each, a “Successor Term”, and any Successor Terms, together with the Initial Term, the “Term”). If HFRM desires to extend this Agreement pursuant to this ARTICLE 5 it shall provide prior written notice (which notice shall be irrevocable) to HEP Operating of its desire to so extend this Agreement not more than twenty-four (24) months and not less than twelve (12) months prior to the date of termination of the Initial Term or first Successor Term (as applicable).

ARTICLE 6

NOTICES

Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner specified for notices delivered pursuant to the Omnibus Agreement.

ARTICLE 7

RIGHT OF FIRST REFUSAL

The Parties acknowledge the right of first refusal of HollyFrontier with respect to the Cheyenne Assets as provided in the Omnibus Agreement.

ARTICLE 8

INDEMNITY; LIMITATION OF DAMAGES

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

8.2 Survival. The provisions of this ARTICLE 8 shall survive the termination of this Agreement.

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ARTICLE 9

MISCELLANEOUS

9.1 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. 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.

9.2 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned without the prior written consent of HFRM (in the case of any assignment by HEP Operating) or HEP Operating (in the case of any assignment by HFRM), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) HEP Operating may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Operating without HFRM’s consent, (ii) HFRM may make such an assignment (including a pro rata partial assignment) to an Affiliate of HFRM without HEP Operating’s consent, (iii) HFRM may make a collateral assignment of its rights and obligations hereunder and/or grant a security interest in its rights and obligations hereunder, and HEP Operating shall execute an acknowledgement of such collateral assignment in such form as may from time-to-time be reasonably requested, and (iv) HEP Operating may make a collateral assignment of its rights hereunder and/or grant a security interest in its rights and obligations hereunder to a bona fide third party lender or debt holder, or trustee or representative for any of them, without HFRM’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to HFRM a non-disturbance agreement in such form as is reasonably satisfactory to HFRM and such third party lender, debt holder or trustee, and HFRM 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, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

9.3 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.

9.4 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.

9.5 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.

9.6 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.

9.7 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.

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ARTICLE 10

GUARANTEE BY HOLLYFRONTIER

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

10.2 Guaranty Absolute. HollyFrontier hereby guarantees that the HFRM 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:

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

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

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

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

(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 HFRM Payment Obligations or otherwise.

10.3 Waiver. HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HFRM Payment Obligations and any requirement for HEP Operating to protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against HFRM, any other entity or any collateral.

10.4 Subrogation Waiver. HollyFrontier agrees that for so long as there is a current or ongoing default or breach of this Agreement by HFRM, HollyFrontier shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HFRM for any payments made by HollyFrontier under this ARTICLE 10, and HollyFrontier hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against HFRM during any period of default or breach of this Agreement by HFRM until such time as there is no current or ongoing default or breach of this Agreement by HFRM.

8

10.5 Reinstatement. The obligations of HollyFrontier under this ARTICLE 10 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the HFRM Payment Obligations is rescinded or must otherwise be returned to HFRM or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HFRM or such other entity, or for any other reason, all as though such payment had not been made.

10.6 Continuing Guaranty. This ARTICLE 10 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment in full of all of the HFRM Payment Obligations, (ii) be binding upon HollyFrontier, its successors and assigns and (iii) inure to the benefit of and be enforceable by HEP Operating and its respective successors, transferees and assigns.

10.7 No Duty to Pursue Others. It shall not be necessary for HEP Operating (and HollyFrontier hereby waives any rights which HollyFrontier may have to require HEP Operating), in order to enforce such payment by HollyFrontier, first to (i) institute suit or exhaust its remedies against HFRM or others liable on the HFRM Payment Obligations or any other person, (ii) enforce HEP Operating’s rights against any other guarantors of the HFRM Payment Obligations, (iii) join HFRM or any others liable on the HFRM Payment Obligations in any action seeking to enforce this ARTICLE 10, (iv) exhaust any remedies available to HEP Operating against any security which shall ever have been given to secure the HFRM Payment Obligations, or (v) resort to any other means of obtaining payment of the HFRM Payment Obligations.

ARTICLE 11

GUARANTEE BY THE PARTNERSHIP

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

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

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

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

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

9

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

(e) any absence of any notice to, or knowledge of, the Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (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 the Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HEP Operating Obligations or otherwise.

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

11.4 Subrogation Waiver. The Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by HEP Operating, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HEP Operating for any payments made by the Partnership under this ARTICLE 11, and each of the Partnership hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against HEP Operating during any period of default or breach of this Agreement by HEP Operating until such time as there is no current or ongoing default or breach of this Agreement by HEP Operating.

11.5 Reinstatement. The obligations of the Partnership under this ARTICLE 11 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the HEP Operating Payment Obligations is rescinded or must otherwise be returned to HEP Operating or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Operating or such other entity, or for any other reason, all as though such payment had not been made.

11.6 Continuing Guaranty. This ARTICLE 11 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the HEP Operating Obligations, (ii) be binding upon the Partnership and each of its respective successors and assigns and (iii) inure to the benefit of and be enforceable by HFRM and their respective successors, transferees and assigns.

11.7 No Duty to Pursue Others. It shall not be necessary for HFRM (and the Partnership hereby waives any rights which the Partnership may have to require HFRM), in order to enforce such payment by the Partnership, first to (i) institute suit or exhaust its remedies against HEP Operating or others liable on the HEP Operating Obligations or any other person, (ii) enforce HFRM’s rights against any other guarantors of the HEP Operating Obligations, (iii) join HEP Operating or any others liable on the HEP Operating Obligations in any action seeking to enforce this ARTICLE 11, (iv) exhaust any remedies available to HFRM against any security which shall ever have been given to secure the HEP Operating Obligations, or (v) resort to any other means of obtaining payment of the HEP Operating Obligations.

[Remainder of page intentionally left blank. Signature pages follow.]

10

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

HEP OPERATING:
Holly Energy Partners - Operating, L.P.
By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	President
HFRM:
HollyFrontier Refining & Marketing LLC
By:	/s/ Thomas G. Creery
Name:	Thomas G. Creery
Title:	President

[Signature Page 1 of 2 to the Services Agreement (Contango Assets)]

ACKNOWLEDGED AND AGREED

FOR PURPOSES OF Section 9.2

AND ARTICLE 10:

HOLLYFRONTIER CORPORATION
By:	/s/ Michael C. Jennings
Name:	Michael C. Jennings
Title:	President and Chief Executive Officer

ACKNOWLEDGED AND AGREED

FOR PURPOSES OF Section 9.2

AND ARTICLE 11:

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/ John Harrison
	Name:	John Harrison
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

[Signature Page 2 of 2 to the Services Agreement (Contango Assets)]

Exhibit A

to

Services Agreement

Definitions

“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, for purposes of this Agreement, the Holly Entities (including HFRM), on the one hand, and the HEP Entities (including HEP Operating), on the other hand, shall not be considered affiliates of each other.

“Agreement” has the meaning set forth in the preamble to this Agreement, as the same may be amended from time to time.

“API” means the American Petroleum Institute.

“API 653” means the Above Ground Storage Tank Inspector Program issued by the API as API Standard 653, as amended and supplemented from time to time.

“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.

“Barrel” means 42 Gallons.

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

“Cheyenne Assets” means the Cheyenne LACTS Units, the Crude Oil Receiving Pipeline, and the Cheyenne Tanks.

“Cheyenne LACTS Units” means the four (4) Crude Oil LACTS Units located at the Cheyenne Refinery and owned by an Affiliate of HEP Operating

Exhibit A-1

“Cheyenne Tanks” means the petroleum storage tanks listed below:

TANK ID NUMBER	NOMINAL CAPACITY, BBLS
TK-1-106	122,371
TK-1-107	81,245
TK-1-108	118,807
TK-2-100	41,964
TK-2-102	80,278
TK-2-104	55,259

“Cheyenne Refinery” means the refinery owned by an Affiliate of HFRM and located in Cheyenne, Wyoming.

“Commencement Date” means that date on which, in the reasonable opinion of HEP Operating, (a) the Crude Oil Receiving Pipeline is available for bidirectional service and (b) the Cheyenne Assets are capable of receiving and delivering Crude Oil, which date has been specified in a written notice from HEP Operating to HFRM at least 30 days prior to the Commencement Date.

“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” as the meaning set forth in the definition of Affiliate.

“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, Refined Products, naphtha, gas oil, LEF (lube extraction feedstocks) or any other refined products.

“Crude Oil Receiving Pipeline” means the Crude Oil Receiving Pipeline which was 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.

“Effective Time” means 12:01 a.m., Dallas, Texas time, on January 1, 2021.

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

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

“Gallon” means a United States gallon of two hundred thirty-one (231) cubic inches of liquid at sixty degrees (60°) Fahrenheit, and at the equivalent vapor pressure of the liquid.

“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 the Persons controlled by HEP Logistics Holdings, L.P.

“Holly Entities” means the Persons controlled by HollyFrontier, but excluding the HEP Entities.

“HollyFrontier” means HollyFrontier Corporation, a Delaware corporation.

Exhibit A-2

“Omnibus Agreement” means the Twenty-First Amended and Restated Omnibus Agreement dated January 1, 2021, as the same may be amended from time to time.

“Owner” has the meaning set forth in the definition of Subsidiary.

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

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

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

“Subsidiary” means with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interest having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

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

In addition, the following terms have the meanings given to them in the Sections indicated in the following table:

Term	Section
Base Service Fee	Section 2.4(a)
Damages	Section 8.1
HEP Operating	Preamble
HEP Operating Obligations	Section 11.1
HEP Operating Payment Obligations	Section 11.1
HEP Operating Performance Obligations	Section 11.1
HFRM	Preamble
HFRM Payment Obligations	Section 10.1
Initial Term	ARTICLE 5
Modifications	Section 2.2
Party or Parties	Preamble
Service Fees	Section 2.4(a)
Successor Term	ARTICLE 5
Term	ARTICLE 5

Exhibit A-3

Exhibit B

to

Services Agreement

Interpretation

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

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

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

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

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

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

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

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

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

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

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

Exhibit B

Exhibit C

to

Services Agreement

Additional Services and Agreements

1. Tank Use. HEP Operating and HFRM will work together to assign minimum and maximum capacities of each tank within sixty (60) days following the commencement of the Initial Term. These minimum and maximum capacities will be set to allow the most working capacity available to HFRM within reasonable industry practices. HFRM may deliver or have delivered Crude Oil into the Cheyenne Tanks from the Crude Oil Receiving Pipeline or by truck or by rail. HFRM agrees not to deliver to the Cheyenne Refinery any Crude Oil which is not marketable Crude Oil, or which would in any way be injurious to the Cheyenne Assets, or that may not lawfully be handled in the Cheyenne Assets. HFRM shall be responsible for and pay all damages resulting from its own actions and the actions of its designee or consignee with respect to the Crude Oil so long as the Crude Oil delivered to the Cheyenne Refinery by HFRM is marketable. HFRM shall not be responsible for damages arising from the negligence or willful misconduct of HEP, its agents, employees or contractors or from ordinary wear and tear.

2. Maintenance, Changes, or Installations. HEP Operating shall make the Cheyenne Tanks available for HFRM’s exclusive use except for times at which a tank must be taken out of service for routine maintenance, in which event HEP Operating will use commercially reasonable efforts to minimize the duration of the outage. HEP Operating may take more than one tank out of service due to unplanned maintenance, environmental, or operational occurrences and may schedule more than one tank out of service if the duration is minimal (i.e. less than 1 week for seal inspection or mixer repair on top of an API 653 of another tank), but HEP Operating will not schedule more than one tank out of service for extended overlapping periods (e.g., two API 653s at the same time overlapping 1+ weeks). HEP Operating will provide HFRM written notice at least forty-five (45) days prior to any scheduled maintenance, changes or installations affecting the Cheyenne Tanks.

3. Right to Refuse. HEP Operating reserves the right to refuse receipt of any Crude Oil into the Cheyenne Tanks, alternatively route such Crude Oil to another location, or take other appropriate action in regards to such Crude Oil if Crude Oil is not marketable. HFRM, if requested in writing, will provide HEP Operating with notice setting forth the quantity, quality, and specifications of Crude Oil to be delivered a minimum of two (2) Business Days’ prior to any delivery to the Cheyenne Assets. Any reasonable costs incurred by HEP Operating in connection with addressing or handling HFRM’s Crude Oil that is not marketable shall be borne by HFRM.

4. Testing. At HFRM’s request and upon HEP Operating’s approval, such approval not to be unreasonably withheld, delayed or conditioned, HEP Operating shall provide sampling and testing services for HFRM’s Crude Oil at the Cheyenne Assets. All fees for Crude Oil testing shall be billed to HFRM at HEP Operating’s actual cost.

Exhibit C-1

EX-10.4

Exhibit 10.4

Execution Version

ASSET LEASE AGREEMENT

(RDU Assets)

BETWEEN

CHEYENNE LOGISTICS LLC,

AS LESSOR,

AND

CHEYENNE RENEWABLE DIESEL COMPANY LLC,

AS LESSEE,

with an Effective Date of

January 1, 2021

TABLE OF CONTENTS

		Page No.
ARTICLE I DEFINITIONS AND CONSTRUCTION			1
1.1	Certain Defined Terms		1
1.2	Interpretation		1
ARTICLE II LEASE OF RDU ASSETS; TERM; LESSOR ACCESS			1
2.1	Lease of RDU Assets; Sublease of Premises		1
2.2	Lessor Access		2
ARTICLE III LEASE PAYMENT			2
3.1	Lease Payment		2
3.2	Net Asset Lease		2
ARTICLE IV CONDUCT OF BUSINESS			3
4.1	Use of RDU Assets		3
4.2	Governmental Regulations		3
ARTICLE V ALTERATIONS, ADDITIONS AND IMPROVEMENTS			3
ARTICLE VI MAINTENANCE OF RDU ASSETS			4
6.1	Maintenance by Lessee		4
6.2	Operation of RDU Assets		4
6.3	Surrender of RDU Assets and Additional Improvements		4
6.4	Release of Hazardous Substances		4
ARTICLE VII TAXES, ASSESSMENTS			5
7.1	Lessee’s Obligation to Pay		5
7.2	Manner of Payment		5
ARTICLE VIII EMINENT DOMAIN; CASUALTY; INSURANCE			6
8.1	Total Condemnation of RDU Assets		6
8.2	Partial Condemnation		6
8.3	Damages and Right to Additional Property		6
8.4	Casualty Events		6
8.5	Insurance		7
ARTICLE IX ASSIGNMENT AND SUBLETTING			7
9.1	Assignment Prohibition		7
ARTICLE X DEFAULTS; REMEDIES; TERMINATION			7
10.1	Default by Lessee		7
10.2	Lessor’s Remedies		7
10.3	Default by Lessor		8
10.4	Lessee’s Remedies		8
ARTICLE XI INDEMNITY			8
11.1	Indemnification by Lessor		8

i

11.2	Indemnification by Lessee	9
11.3	Matters Involving a Third Party	9
11.4	Survival	9
11.5	Prior Periods	9
ARTICLE XII GENERAL PROVISIONS		9
12.1	Estoppel Certificates	9
12.2	Severability	10
12.3	Time of Essence	10
12.4	Captions	10
12.5	Entire Agreement; Amendment	10
12.6	Schedules and Exhibits	10
12.7	Notices	10
12.8	Waivers	11
12.9	No Partnership or Joint Venture	11
12.10	No Third Party Beneficiaries	11
12.11	Waiver of Landlord’s Lien	11
12.12	Mutual Cooperation; Further Assurances	11
12.13	Recording	12
12.14	Binding Effect	12
12.15	Choice of Law	12
12.16	Force Majeure	12
12.17	Survival	12
12.18	AS IS, WHERE IS	12
ARTICLE XIII GUARANTEE BY HOLLYFRONTIER		13
13.1	Payment Guaranty	13
13.2	Guaranty Absolute	13
13.3	Waiver	13
13.4	Subrogation Waiver	13
13.5	Reinstatement	14
13.6	Continuing Guaranty	14
13.7	No Duty to Pursue Others	14
ARTICLE XIV GUARANTEE BY THE PARTNERSHIP		14
14.1	Payment and Performance Guaranty	14
14.2	Guaranty Absolute	14
14.3	Waiver	15
14.4	Subrogation Waiver	15
14.5	Reinstatement	15
14.6	Continuing Guaranty	15
14.7	No Duty to Pursue Others	15

ii

EXHIBITS

Exhibits

Exhibit A	—	Definitions
Exhibit B	—	Interpretation
Exhibit C	—	Premises
Exhibit D	—	RDU Assets

iii

ASSET LEASE AGREEMENT

(RDU Assets)

THIS ASSET LEASE AGREEMENT (this “Asset Lease”) is entered into as of February 8, 2021 and effective as of January 1, 2021 (the “Effective Date”), between CHEYENNE LOGISTICS LLC, a Delaware limited liability company (herein called “Lessor”), and CHEYENNE RENEWABLE DIESEL COMPANY LLC, a Delaware limited liability company (herein called “Lessee”). Lessor and Lessee are referred to individually as a “Party” and collectively as the “Parties.”

RECITALS:

A. Lessor has leased from HollyFrontier Cheyenne Refining LLC (“HFC Cheyenne”) certain land situated at, within or near the refinery complex owned by HFC Cheyenne and located in the City of Cheyenne, Laramie County, Wyoming as described on Exhibit C hereto (the “Premises”) pursuant to that certain Sixth Amended and Restated Master Lease and Access Agreement, effective as of January 1, 2021 (the “Master Lease”).

B. The assets set forth on Exhibit D hereto (the “RDU Assets”) are owned by Lessor and located on the Premises.

C. Lessor has agreed to lease the RDU Assets to Lessee, subject to the terms and conditions set forth in this Asset Lease.

AGREEMENT:

NOW, THEREFORE, for and in consideration of covenants, obligations and undertakings of the Parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee covenant and agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1 Certain Defined Terms. Unless the context otherwise requires, capitalized terms used in this Asset Lease shall have the respective meanings set forth in Exhibit A hereto.

1.2 Interpretation. Interpretation matters are set forth in Exhibit B hereto.

ARTICLE II

LEASE OF RDU ASSETS AND SUBLEASE OF PREMISES; TERM; LESSOR ACCESS

2.1 Lease of RDU Assets; Sublease of Premises.

(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 RDU Assets for the Term. In furtherance of the foregoing, and subject to the provisions of the Master Lease, Lessor hereby subleases to Lessee and Lessee hereby subleases from Lessor, the Premises for the Term.

(b) At Lessee’s option, Lessee may renew this Asset Lease for up to two (2) additional five (5) year periods (each, an “Extension Term”) upon notice (which notice shall be irrevocable) provided not more than 24 months and not less than 12 months prior to the expiration of the Initial Term or the initial Extension Term, as applicable. The Initial Term and any Extension Term are collectively referred to as the “Term”.

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(c) If the Master Lease expires or is terminated for any reason such that Lessor no longer has the right to occupy and use the Premises, this Asset Lease, if not sooner terminated by its terms, shall automatically terminate effective on the termination date of the Master Lease; provided, that if this Asset Lease terminates as provided in this Section 2.1(c) (i) during the Initial Term, then all Lease Payments for the balance of the Initial Term shall immediately become due and payable and all other charges then owing hereunder shall be prorated as of such date or (ii) after the Initial Term, then all Lease Payments and all other charges then owing hereunder shall be prorated as of such date.

(d) Except as otherwise provided in Section 2.1(c), Section 8.1, Section 8.2 or Section 10.2(a), this Asset Lease may not be terminated.

2.2 Lessor Access. Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to the Premises, the RDU Assets and any Additional Improvements to determine whether the conditions and covenants contained in this Asset Lease are being kept and performed, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations of the RDU Assets and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises and the RDU Assets.

ARTICLE III

LEASE PAYMENT

3.1 Lease Payment.

(a) As payment for the RDU Assets during the Term, Lessee agrees to pay Lessor for each 12-month period during the Term an amount equal to $4,848,485 (the “Lease Payment”), which Lease Payment shall be payable in installments of $1,212,121.25 on or before January 1, April 1, July 1 and October 1, with the first such payment being due three (3) business days after this Asset Lease is signed by the Parties. For the avoidance of doubt, no Lease Payment is or shall be payable for the Premises; the Lease Payment reserved hereunder is solely for the lease and use of the RDU Assets and any Additional Improvements. The Lease Payment shall be payable in lawful money of the United States of America at Lessor’s address set forth in Section 12.7.

(b) The Lease Payment will be adjusted each year, commencing July 1, 2022, by PPI; provided, that the PPI adjustment may not exceed 3% in any given year (for the avoidance of doubt, any PPI adjustment greater than 3% in any given year will be rounded down to 3%). If the PPI index change is negative in a given year then there will be no change in the Lease Payment. 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 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index is no longer published, the Parties shall negotiate in good faith to agree on a new index that gives comparable protection against inflation or deflation, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Lease Payment. If the Parties are unable to agree, a new index will be determined in accordance with the dispute resolution provisions set forth in the Omnibus Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Lease Payments.

3.2 Net Asset Lease. Except for Capital Maintenance Costs as expressly provided in Article V or Article VI, this is a net lease and Lessor shall not at any time be required to pay any amounts to any

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utility charges or any costs associated with the maintenance, repair, alteration or improvement of the Premises, the RDU Assets or to provide any services or do any act or thing with respect to the Premises, the RDU Assets or any part thereof or any appurtenances thereto. The Lease Payment 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 Lease Payment to be paid hereunder, except as expressly provided herein.

ARTICLE IV

CONDUCT OF BUSINESS

4.1 Use of RDU Assets and Premises. During the Term, Lessee shall have the right to use the RDU Assets and the Premises for the purpose of operating, maintaining, repairing, replacing, improving, and expanding the RDU Assets and any Additional Improvements in accordance with normal and customary practices in the industry and for any lawful purpose associated with the operation and ownership of RDU Assets and any Additional Improvements. Lessee shall not commit, or suffer to be committed, any waste to the RDU Assets, the Premises or any Additional Improvements, ordinary wear and tear or damage by casualty excepted.

4.2 Governmental Regulations. Subject to the obligations of Lessor to Lessee under this Asset Lease, including the indemnity provisions contained in Article XI, Lessee shall, at Lessee’s sole cost and expense, at all times comply with 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 RDU Assets, the Premises or Additional Improvements, and shall faithfully observe all Applicable Laws pertaining to the RDU Assets, the Premises or Additional Improvements 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 RDU Assets, the Premises or Additional Improvements. If Lessor reasonably believes at any time that Lessee is not complying with all Applicable Laws (including requirements under Environmental Laws) with respect to the RDU Assets, the Premises or Additional Improvements, it will provide reasonable notice to Lessee of such condition, and Lessee shall take appropriate action to cause such assets to comply with Applicable Laws or take other actions required under Applicable Laws within a reasonable time. If Lessee fails to do so within seven (7) days after receiving a second notice from Lessor requesting such action, Lessor may take those actions reasonably necessary to cause the RDU Assets, the Premises and Additional Improvements to achieve compliance with Applicable Laws because of Lessee’s failure to do so, and Lessee shall reimburse Lessor all reasonable costs and expenses paid by Lessor on Lessee’s behalf within thirty (30) days after written demand therefor and receipt of evidence of such reasonable costs and expenses.

ARTICLE V

ALTERATIONS, ADDITIONS AND IMPROVEMENTS

Subject to the provisions of this Article V, Lessee may make any alterations, additions, improvements or other changes to the RDU Assets as may be necessary or useful in connection with the operation of the RDU Assets (collectively, the “Additional Improvements”) so long as such Additional Improvements are (a) in conformity with all Applicable Laws, (b) made after obtaining any required Permits, (c) allowed by the Master Lease and (d) approved in advance by Lessor. Lessee shall promptly pay the entire cost of any such change, addition or improvement; provided, however, that Lessor shall reimburse Lessee for the amount of such costs, if any, that constitute Capital Maintenance Costs. Any Additional Improvements by Lessee shall be made in a good and workmanlike manner and in accordance with all Applicable Laws. Lessee shall not have the right or power to create or permit any lien of any kind or character on the RDU Assets, the Premises or Additional Improvements by reason of repair or construction or other work. In the event any such lien is filed against the RDU Assets, the Premises or

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Additional Improvements, Lessee shall cause such lien to be discharged or bonded within thirty (30) days of the date of filing thereof. Unless otherwise agreed in writing by the Parties at the time an Additional Improvement is made, all Additional Improvements shall be owned by Lessee for the Term of this Asset Lease and shall be removed by Lessee no later than first to occur of (y) the date on which such Additional Improvements must be removed pursuant to this Asset Lease, or (z) one (1) year after termination of this Asset Lease (provided that in either case such Additional Improvements can be removed by Lessee without unreasonable damage or harm to the RDU Assets or the Premises) or, at Lessee’s option exercisable by notice to Lessor, surrendered to Lessor upon the termination of this Asset Lease.

ARTICLE VI

MAINTENANCE OF RDU ASSETS

6.1 Maintenance by Lessee.

(a) Except as otherwise expressly provided in Article V, this Article VI and in Article VIII, Lessee shall at its own cost, risk and expense at all times maintain the RDU Assets, the Premises and any Additional Improvements in compliance with the Master Lease and all Applicable Laws and 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 6.1, the term “repairs” shall include all necessary replacements, renewal, alterations and additions. Notwithstanding the foregoing, Lessor shall remain responsible for all Capital Maintenance Costs in respect of the RDU Assets and the Premises, and any such Capital Maintenance Costs incurred by Lessee pursuant to this Asset Lease shall be reimbursed by Lessor. 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. Lessee shall be responsible at its sole cost and expense for the proper handling, removal and disposal of all materials, debris, waste and Hazardous Substances generated or resulting from such repair and maintenance activities, all in accordance with Applicable Laws.

(b) At least annually, Lessee shall prepare 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 included in the RDU Assets, and, if so requested by Lessor, provide a copy of such plan to Lessor. Lessee shall conduct tank maintenance in conformity with such tank maintenance plan at Lessee’s cost and expense, and shall report any findings from such inspections to Lessor. Lessee will use its commercially reasonable efforts to schedule the activities under such maintenance plan to minimize disruptions to the operations of HFC Cheyenne and Lessor on the Premises.

6.2 Operation of RDU Assets. Subject to the obligations of Lessor and Lessee in this Asset Lease, including any indemnity provisions contained in Article XI, Lessee covenants and agrees to operate the RDU Assets in accordance with normal and customary practices in the industry and all Applicable Laws pertaining to the RDU Assets or Additional Improvements, or the use or operation thereof.

6.3 Surrender of Premises, RDU Assets and Additional Improvements. Lessee shall, at the expiration of the Term or at any earlier termination of this Asset Lease as permitted herein, clean and idle any tanks included in the RDU Assets to standards satisfactory to Lessor, and surrender the Premises, RDU Assets and Additional Improvements to Lessor in as good condition as it received the same, ordinary wear and tear, and limitations permitted by Article VIII excepted, and in accordance with the provisions of Article V.

6.4 Release of Hazardous Substances. Lessee shall give prompt notice to Lessor of any release of any Hazardous Substances on or at the Premises, RDU Assets or Additional Improvements that

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occur during the Term. Lessee (at its sole cost and expense) shall immediately take all steps necessary to contain or remediate (or both) any such release and provide any governmental notifications required by Applicable 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 RDU Assets or Additional Improvements or Lessee’s failure to comply with its obligations pursuant to this Asset Lease, Lessor will provide reasonable notice to Lessee of such failure. If Lessee (at its sole cost and expense) fails to take appropriate action to contain or remediate such a release or take other actions required under Applicable Laws or this Asset 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 Asset Lease because of Lessee’s failure to do so, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf.

ARTICLE VII

TAXES, ASSESSMENTS

7.1 Lessor’s Obligation to Pay. Lessor shall pay during the Term, and without duplication under Section 6.1 of the Master Lease, all federal, state and local real and personal property ad valorem taxes, assessments, and other governmental charges, general and special, ordinary and extraordinary, of any Governmental Authority, including assessments for public improvements or benefits, assessed against or with respect to the Premises, the RDU Assets or improvements thereto, including all Additional Improvements, or the use or operation thereof during the Term that are payable to any lawful Governmental Authority, 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 Lessee and any franchise taxes imposed upon Lessee (such taxes and assessments being hereinafter called “Taxes”). In the event that Lessor fails to pay its share of such Taxes in accordance with the provisions of this Section 7.1 prior to the time the same become delinquent, Lessee may pay the same and Lessor shall reimburse Lessee all amounts paid by Lessee on Lessor’s behalf within 30 days following the date Lessee delivers to Lessor evidence of such payment.

7.2 Manner of Payment. Upon notice by Lessor to Lessee, Lessor and Lessee shall use commercially reasonable efforts to cause the RDU Assets (including all Additional Improvements) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Effective Date (to the extent allowed by Applicable Law). During the Term but subject to the provisions of Section 7.1, Lessor shall pay all Taxes assessed directly against the RDU Assets and the Additional Improvements directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessee with evidence of such payment. Until such time as Lessor and Lessee can cause the RDU Assets and the Additional Improvements to be separately assessed as provided above, Lessor shall reimburse Lessee, upon request, for any such Taxes paid by Lessee 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 RDU Assets and the Additional Improvements), subject to the terms of Section 7.1. 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, payment, nonpayment and amount of such Taxes. Lessor may contest the validity or amount of any such Taxes or the valuation of the RDU Assets and/or the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessor’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessor contests such items then

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Lessee shall cooperate with Lessor in any such contesting of the validity or amount of any such Taxes or the valuation of the RDU Assets and/or 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 VIII

EMINENT DOMAIN; CASUALTY; INSURANCE

8.1 Total Condemnation of RDU Assets. As used in this Article VIII, the term “Condemnation Proceedings” means any actions or proceedings in which any interest in the Premises is taken for any public or quasi-public purpose by any lawful authority through exercise of the power of eminent domain or by purchase or other means in lieu of such exercise. If the whole of the RDU Assets and Additional Improvements are taken through Condemnation Proceedings, then this Asset Lease shall automatically terminate as of the date of such taking, other than such terms that survive termination as expressly provided herein; provided, however, that if such Condemnation Proceedings occur during the Initial Term, then all Lease Payments for the balance of the Initial Term shall immediately become due and payable and all other charges then owing hereunder shall be prorated as of such date; and provided further, that if such Condemnation Proceedings occur after the Initial Term, then all Lease Payments and all other charges then owing hereunder shall be prorated as of such date.

8.2 Partial Condemnation. If any part of the RDU Assets or Additional Improvements is taken through Condemnation Proceedings, and if in Lessee’s reasonable opinion such partial taking renders the RDU Assets unsuitable for the business of Lessee, then this Asset Lease shall terminate, other than such terms that survive termination as expressly provided herein, at Lessee’s election as of the date of such taking, provided Lessee delivers to Lessor written notice of such election to terminate within thirty (30) days following the date of such taking. In the event such termination occurs (a) during the Initial Term, then all Lease Payments for the balance of the Initial Term shall immediately become due and payable and all other charges then owing hereunder shall be prorated as of such date or (b) after the Initial Term, then all Lease Payments and all other charges then owing hereunder shall be prorated as of such date.

8.3 Damages and Right to Additional Property. Lessor shall be entitled to any award and all damages payable as a result of any Condemnation Proceedings in respect of the RDU Assets that do not otherwise belong to HFC Cheyenne pursuant to the Master Lease as a result of such Condemnation Proceedings in respect of the Premises. 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 Additional Improvements and/or Lessee’s business by reason of the condemnation and that does not otherwise belong to HFC Cheyenne pursuant to the Master Lease, 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 Additional Improvements, from the RDU Assets.

8.4 Casualty Events. During any periods of time during which the RDU Assets or Additional Improvements are destroyed, damaged, or are being restored or reconstructed (each a “Casualty Event”) under the terms of this Section 8.4, Lease Payments hereunder shall (a) if such Casualty Event occurs during the Initial Term, not be abated or (b) if such Casualty Event occurs after the Initial Term, be abated in the proportion that Lessee’s use thereof is impacted by such Casualty Event, on the condition that Lessee takes commercially reasonable efforts to mitigate the disruption to its business caused by such Casualty Event.

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8.5 Insurance. Except as otherwise agreed by Lessor and Lessee, Lessee (or HFC Cheyenne pursuant to Section 7.6 of the Master Lease) shall, at all times during the Term, maintain or cause to be maintained property and casualty (including pollution insurance coverage) insurance on the Premises, RDU Assets and the Additional Improvements in accordance with customary industry practices and with a licensed, reputable carrier.

ARTICLE IX

ASSIGNMENT AND SUBLETTING

9.1 Assignment Prohibition. Lessee shall not, either voluntarily or by operation of law, assign, transfer, mortgage, encumber, pledge or hypothecate this Asset Lease or Lessee’s interest in this Asset Lease, in whole or in part, or sublease the Premises or any part of the Premises, without the prior written consent of Lessor, which shall not be unreasonably withheld. At Lessor’s option, any assignment or sublease without Lessor’s prior written consent shall be void ab initio.

ARTICLE X

DEFAULTS; REMEDIES; TERMINATION

10.1 Default by Lessee. The occurrence of any one or more of the following events shall constitute a material default and breach of this Asset Lease by Lessee:

(a) The failure by Lessee to make when due any payment of a Lease Payment, 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 Asset Lease to be observed or performed by Lessee, if such failure continues for a period of thirty (30) days following written notice from Lessor of such failure; provided, however, if a reasonable time to cure such default would exceed thirty 30 days, Lessee shall not be in default so long as Lessee begins to cure such default within thirty (30) 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 of Lessee.

10.2 Lessor’s Remedies.

(a) Upon the occurrence of any of the events described in Section 10.1, (i) Lessor may, at Lessor’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand, terminate this Asset Lease and Lessee’s right to possession of the Premises, RDU Assets and any Additional Improvements and forthwith repossess the Premises, RDU Assets and any Additional Improvements by any lawful means in which event Lessee shall immediately surrender possession of the Premises, RDU Assets and any Additional Improvements to Lessor and (ii) if Lessor terminates this Asset Lease as provided in foregoing clause (i) during the Initial Term, all Lease Payments for the balance of the Initial Term shall immediately become due and payable, and (iii) any such action in foregoing clause (i) or (ii) on the part of Lessor shall be in addition to any other remedy that may be available to Lessor for arrears of Lease Payments, or breach of contract, or otherwise, including the right of setoff.

(b) If, by the terms of this Asset 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 thirty (30) days written notice to

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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 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%) (the “Default Rate”). Past due Lease Payments and any other past due payments required hereunder shall bear interest from maturity until paid at the Default Rate.

10.3 Default by Lessor. The occurrence of any one or more of the following events shall constitute a material default and breach of this Asset Lease by Lessor:

(a) The failure by Lessor to observe or perform any of the covenants, conditions or provisions of this Asset Lease to be observed or performed by Lessor, if such failure continues for a period of thirty (30) days following written notice from Lessee; provided, however, if a reasonable time to cure such default would exceed thirty (30) days, Lessor shall not be in default so long as Lessor begins to cure such default within thirty (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 of Lessor.

10.4 Lessee’s Remedies. Upon the occurrence of any of the events described in Section 10.3, 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 Asset 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 Default Rate. Lessee may, at Lessee’s option, deduct any such amounts so expended by Lessee from the Lease Payment and any other amounts owed hereunder 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 XI

INDEMNITY

11.1 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, 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 and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Asset Lease, or (b) the exercise of Lessor’s rights and obligations under Section 2.2; 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 11.1, 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

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SET FORTH IN THIS ASSET 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 ASSET LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTION 11.1.

11.2 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 any of the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of any failure to perform any covenant or agreement made or undertaken by Lessee in this Asset Lease; provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim 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 11.2, 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 SET FORTH IN THIS ASSET 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 ASSET LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION 11.2.

11.3 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 11.1 or Section 11.2, 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.

11.4 Survival. Notwithstanding anything contained in this Asset Lease to the contrary, the provisions of this Article XI shall survive the expiration or earlier termination of this Asset Lease as permitted herein.

11.5 Prior Periods. Notwithstanding anything contained in this Asset Lease to the contrary, the indemnification obligations of Parties pursuant to the applicable provisions of the Omnibus Agreement shall continue to apply in respect of the RDU Assets for any events, conditions, liabilities or claims arising prior to the Effective Date.

ARTICLE XII

GENERAL PROVISIONS

12.1 Estoppel Certificates. Lessee and Lessor shall, at any time and from time to time upon not less than twenty (20) days prior written request from the other party, execute, acknowledge and deliver to the other a statement in writing (a) certifying that this Asset Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Asset Lease, as so modified, is in full force and effect) and the date to which Lease Payments and other charges are paid, and (b) acknowledging that there are not, to the executing party’s knowledge, any uncured defaults on the part

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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, the RDU Assets or the leasehold evidenced by this Asset Lease or any lender with respect to the Premises, the RDU Assets or Additional Improvements or the leasehold evidenced by this Asset Lease. Nothing in this Section 12.1 shall be construed to waive the conditions elsewhere contained in this Asset Lease applicable to assignment or subletting of the Premises or the RDU Assets by Lessee.

12.2 Severability. The invalidity or unenforceability of any provision of this Asset Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity or enforceability of any other provision hereof.

12.3 Time of Essence. Time is of the essence in the performance of all obligations hereunder.

12.4 Captions. The headings to Articles, Sections and other subdivisions of this Asset Lease are inserted for convenience of reference only and will not affect the meaning or interpretation of this Asset Lease.

12.5 Entire Agreement; Amendment. This Asset Lease, the Master Lease and the Omnibus Agreement, including the exhibits attached hereto and thereto, constitute the entire agreement and understanding between the Parties with respect to the lease of the Premises and the RDU Assets, and supersede all prior and contemporaneous agreements and undertakings of the Parties in connection herewith. This Asset Lease may be modified in writing only, signed by the Parties.

12.6 Exhibits. All exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by such reference.

12.7 Notices. Any notice or other communication given under this Asset Lease 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:

Cheyenne Logistics LLC

2828 N. Harwood Street, Suite 1300

Dallas, Texas 75201

Attn: President

Email address: president-hep@hollyenergy.com

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

Cheyenne Logistics LLC

2828 N. Harwood Street, Suite 1300

Dallas, Texas 75201

Attn: General Counsel

Email address: general.counsel@hollyenergy.com

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Notices to Lessee:

Cheyenne Renewable Diesel Company LLC

2828 N. Harwood Street, 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 give proper notice, to:

Cheyenne Renewable Diesel Company LLC

2828 N. Harwood Street, Suite 1300

Dallas, Texas 75201

Attn: General Counsel

Email address: generalcounsel@hollyfrontier.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 12.7.

12.8 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 a Lease Payment 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 Lease Payment so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of acceptance of such Lease Payment.

12.9 No Partnership or Joint Venture. 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.

12.10 No Third Party Beneficiaries. Subject to the provisions of Article XI, this Asset Lease inures to the sole and exclusive benefit of Lessor and Lessee and their permitted sublessees and assigns, and confers no benefit on any third party.

12.11 Waiver of Landlord’s Lien. To the extent permitted by Applicable 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, the RDU Assets or Additional Improvements, which otherwise might exist to secure payment of the sums herein provided to be paid by Lessee to Lessor.

12.12 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 Asset Lease and to more fully assure the Parties’ rights and interests provided for hereunder. Lessor and Lessee each agree 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, the RDU Assets or Additional Improvements so as to ensure continued full operation of the Premises, the RDU Assets or Additional Improvements by Lessee pursuant to the terms of this Asset Lease.

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12.13 Recording. Upon the request of Lessor or Lessee, Lessor and Lessee shall execute, acknowledge, deliver and record a “short form” memorandum of this Asset Lease in a form mutually agreeable to the Lessor and Lessee. Promptly upon request by Lessor at any time following the expiration or earlier termination of this Asset Lease as permitted herein, however such termination may be brought about, Lessee shall execute and deliver to Lessor an instrument, in recordable form, evidencing the termination of this Asset 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 Asset Lease. This Section 12.13 shall survive the termination of this Asset Lease.

12.14 Binding Effect. Subject to Article IX, this Asset Lease shall be binding upon and inure to the benefit of the Parties and their respective successors, sublessees and assigns.

12.15 Choice of Law. The provisions of this Asset Lease shall be governed by and construed in accordance with the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might require the application of laws of another jurisdiction.

12.16 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 Asset Lease, other than to make payments due hereunder, 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 Asset 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.

12.17 Survival. All obligations of Lessor and Lessee that shall have accrued under this Asset 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 Asset Lease as permitted herein. Lessor and Lessee further expressly agree that all provisions of this Asset Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Asset Lease as permitted herein.

12.18 AS IS, WHERE IS. LESSEE HEREBY ACCEPTS EACH OF THE RDU ASSETS AND THE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS ASSET LEASE AS TO THE PHYSICAL CONDITION OF THE PREMISES OR THE RDU ASSETS, INCLUDING THE RDU ASSETS’ MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

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ARTICLE XIII

GUARANTEE BY HOLLYFRONTIER

13.1 Payment Guaranty. HollyFrontier unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to Lessor the punctual and complete payment in full when due of all amounts due from Lessee under this Asset Lease (collectively, the “Lessee Payment Obligations”) and the punctual and complete performance of all other obligations of Lessee under this Asset Lease (collectively, the “Lessee Performance Obligations”, together with the Lessee Payment Obligations, the “Lessee Obligations”). HollyFrontier agrees that Lessor shall be entitled to enforce directly against HollyFrontier any of the Lessee Obligations.

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

(a) any assignment or other transfer of this Asset Lease or any of the rights thereunder of Lessor;

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

(c) any acceptance by Lessor of partial payment or performance from Lessee;

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee or any action taken with respect to this Asset Lease 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 Lessee Obligations or otherwise.

13.3 Waiver. HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Lessee Payment Obligations and any requirement for Lessor 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 Lessee, any other entity or any collateral.

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

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

13.6 Continuing Guaranty. This Article XIII is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the Lessee Obligations, (ii) be binding upon HollyFrontier, its successors and assigns and (iii) inure to the benefit of and be enforceable by Lessor and its respective successors, transferees and assigns.

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

ARTICLE XIV

GUARANTEE BY THE PARTNERSHIP

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

14.2 Guaranty Absolute. The Partnership hereby guarantees that the Lessor Payment Obligations will be paid, and the Lessor Performance Obligations will be performed, strictly in accordance with the terms of this Asset Lease. The obligations of the Partnership under this Asset Lease constitute a present and continuing guaranty of payment and performance, and not of collection or collectability. The liability of the Partnership under this Asset Lease shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(a) any assignment or other transfer of this Asset Lease or any of the rights thereunder of Lessee;

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

(c) any acceptance by Lessee of partial payment or performance from Lessor;

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

(e) any absence of any notice to, or knowledge of, the Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (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 the Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Lessor Obligations or otherwise.

14.3 Waiver. The Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Lessor Payment Obligations and any requirement for Lessee 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 Lessor, any other entity or any collateral.

14.4 Subrogation Waiver. The Partnership agrees that for so long as there is a current or ongoing default or breach of this Asset Lease by Lessor, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from Lessor for any payments made by the Partnership under this Article XIV, and the Partnership hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against Lessor during any period of default or breach of this Asset Lease by Lessor until such time as there is no current or ongoing default or breach of this Asset Lease by Lessor.

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

14.6 Continuing Guaranty. This Article XIV is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the Lessor Obligations, (ii) be binding upon the Partnership and each of its respective successors and assigns and (iii) inure to the benefit of and be enforceable by Lessee and their respective successors, transferees and assigns.

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

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The Parties have executed this Asset Lease to be effective as of the Effective Date.

LESSOR:
	CHEYENNE LOGISTICS LLC,
	a Delaware limited liability company
	By:	/s/ Richard L. Voliva III

Name:	Richard L. Voliva, III
Title:	President

LESSEE:
	CHEYENNE RENEWABLE DIESEL COMPANY LLC,
	a Delaware limited liability company
	By:	/s/ Thomas G. Creery

Name:	Thomas G. Creery
Title:	President

ACKNOWLEDGED AND AGREED FOR PURPOSES OF ARTICLE XIII:
HOLLYFRONTIER CORPORATION
By:	/s/ Michael C. Jennings

Name:	Michael C. Jennings
Title:	President and Chief Executive Officer

ACKNOWLEDGED AND AGREED FOR PURPOSES OF ARTICLE XIV:
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/ John Harrison

Name:	John Harrison
Title:	Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT A

TO

ASSET LEASE AGREEMENT

Defined Terms

“Affiliates” 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, for purposes of this Asset Lease, the Holly Entities (including Lessee), on the one hand, and the HEP Entities (including Lessee), on the other hand, shall not be considered affiliates of each other.

“Applicable 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.

“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.

“Capital Maintenance Costs” means costs that may be capitalized by Lessor in accordance with United States generally accepted accounting principles; provided, that Capital Maintenance Costs do not include any costs associated with Additional Improvements.

“control” as the meaning set forth in the definition of Affiliate.

“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.

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“Force Majeure” has the meaning ascribed to such term in the Omnibus Agreement.

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

“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, and biodiesel fuel.

“HEP Entities” means the Persons controlled by HEP Logistics Holdings, L.P.

“Holly Entities” means the Persons controlled by HollyFrontier, but excluding the HEP Entities.

“HollyFrontier” means HollyFrontier Corporation, a Delaware corporation.

“Initial Expiration Date” means December 31, 2030.

“Initial Term” means the period commencing on 12:01 a.m. on the Effective Date and expiring at midnight on the Initial Expiration Date.

“Indemnified Party” means the Person entitled to be indemnified under either Section 11.1 or Section 11.2.

“Indemnifying Party” means the Party required to indemnify under either Section 11.1 or Section 11.2.

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

“Permits” means all permits, licenses, franchises, authorities, consents, and approvals, as necessary under Applicable Laws, including Environmental Laws, for operating the RDU Assets or Additional Improvements.

“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).

“PPI” means the Producers Price Index-Commodities-Finished Good Index , produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – located at http://www.bls.gov/data/.

“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 Asset 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.

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In addition, the following terms have the meanings given to them in the Sections indicated in the following table:

Term	Section
Additional Improvements	Article V
Asset Lease	Preface
Casualty Event	Section 8.4
Claims	Section 11.1
Default Rate	Section 10.2(b)
Effective Date	Preface
Extension Term	Section 2.1(b)
HFC Cheyenne	Recitals
Lease Payment	Section 3.1(a)
Lessee	Preface
Lessee Indemnified Parties	Section 11.1
Lessee Obligations	Section 13.1
Lessee Payment Obligations	Section 13.1
Lessee Performance Obligations	Section 13.1
Lessor	Preface
Lessor Indemnified Parties	Section 11.2
Lessor Obligations	Section 14.1
Lessor Payment Obligations	Section 14.1
Lessor Performance Obligations	Section 14.1
Lessor’s Parties	Section 2.2
Master Lease	Recitals
Party and Parties	Preface
Premises	Recitals
RDU Assets	Recitals
Taxes	Section 7.1
Term	Section 2.1(b)
Third-Party Claim	Section 11.3

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EXHIBIT B

TO

ASSET LEASE AGREEMENT

Interpretation

As used in this Asset 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 Asset Lease, and reference to a Person in a particular capacity excludes such Person in any other capacity;

(c) reference to any agreement (including this Asset 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 thereof and, if applicable, the terms of this Asset Lease;

(d) reference to any Section means such Section of this Asset Lease, and references in any Section or definition to any clause means such clause of such Section or definition;

(e) “hereunder”, “hereof”, “hereto” and words of similar import will be deemed references to this Asset Lease as a whole and not to any particular Section or other provision hereof or thereof;

(f) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and

(g) 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.”

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EXHIBIT C

TO

ASSET LEASE AGREEMENT

PREMISES

(Refined Products Truck Loading Rack, including the Vapor Recovery Unit)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Refined Products Loading Rack”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 2618.15 feet S42°52’48”W of the NE corner of Section 5; thence S77°12’49”E a distance of 263.13 feet (80.201 meters) to a point; thence S26°12’16”E a distance of 367.85 feet (112.122meters) to a point; thence S 63°47’44”W a distance of 250.00 feet (76.200 meters) to a point; thence N26°12’16”W a distance of 533.41 feet (162.584 meters) to a point; thence N63°47’44”E a distance of 45.49 feet (13.864 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

(Two Propane Loading Spots)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined as the “LPG Loading & Unloading Dock”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 3728.67 feet S74°53’31”W of the NE corner of Section 4; thence S02°52’25“W a distance of 200.00 feet (60.960 meters); thence N87°07’35“W a distance of 50.00 feet (15.240 meters); thence N02°52’25“E a distance of 200.00 feet (60.960 meters); thence S87°07’35“E a distance of 50.00 feet (15.240 meters) to the Point of Beginning.

The above parcel of land containing 0.2 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 8

(Tank Nos. 2-072A, 2-073, 2-074 and 2-075)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 72A, 73, 74, and 75. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 1448.28 feet S15°00’04”W of the NE corner of Section 5; said corner monumented by a ³⁄₄” x 24” rebar with a 1 ¹⁄₂” aluminum cap stamped PE PLS 9283; thence N63°56’07”E a distance of 147.49 feet (44.956 meters) to a point; thence S26°03’53”E a distance of 245.00 feet (74.676 meters) to a point; thence N63°56’07”E a distance of 220.00 feet (67.056

21

meters) to a point; thence S26°03’53”E a distance of 400.00 feet (121.920 meters) to a point; thence S63°56’07”W a distance of 160.00 feet (48.768 meters) to a point; thence N26°03’53”W a distance of 310.00 feet (94.488 meters) to a point; thence S63°56’07”W a distance of 207.49 feet (63.244 meters) to a point; thence N26°03’53”W a distance of 269.50 feet (82.144 meters) to a point; thence N26°03’53”W a distance of 65.50 feet (19.964 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

(Tank #2-118)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 783.85 feet S09°29’20”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.50 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

(Tank #2-119)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 976.71 feet S07°36’10”E of the NW corner of Section 4; thence S00°00’00”E a distance of 10.00 feet to a point; thence N90°00’00”E a distance of 30.00 feet to a point; thence S00°00’00”E a distance of 130.00 feet to a point; thence N90°00’00”W a distance of 165.27 feet to a point; thence N0°06’42”E a distance of 140.00 feet to a point; thence N90°00’00”E a distance of 135.00 feet to the Point of Beginning.

The above parcel of land containing 0.52 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Tank #2-161

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 905.77 feet S14°49’22”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.5 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

22

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 2

(Premises include only the portion of Parcel 2 on which Tank 1-015 is located)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 106, 107, 13, 14, 15, 16, 17, 21, 27, 28, 32, 33, 40, 48, 49 and 108. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 2401.59 feet S48°27’49”W of the NE corner of Section 5; thence N63°49’26”E a distance of 220.00 feet (67.056 meters) to a point; thence N26°12’ 16“W a distance of 100.00 feet (30.48 meters) to a point; thence N63°49’26“E a distance of 245.00 feet (74.676 meters) to a point; thence S26°12’16”E a distance of 634.22 feet (193.311 meters) to a point; thence N63°47’44”E a distance of 85.00 feet (25.908 meters) to a point; thence S26°12’16”E a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 90.00 feet (27.432 meters) to a point; thence S26°12’16”E a distance of 195.55 feet (59.603 meters) to a point; thence S63°56’07”W a distance of 50.00 feet (15.240 meters) to a point; thence N26°12’16”W a distance of 195.42 feet (59.566 meters) to a point; thence S63°47’44”W a distance of 75.00 feet (22.860 meters) to a point; thence S26°12’16”E a distance of 85.00 feet (25.908 meters) to a point; thence S63°47’44”W a distance of 189.94 feet (57.893 meters) to a point; thence N26°12’16”W a distance of 85.00 feet (25.908 meters) to a point; thence N63°47’44”E a distance of 100.03 feet (30.490 meters) to a point; thence N26°10’34”W a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 100.00 feet (30.480 meters) to a point; thence N26°10’34”W a distance of 279.49 feet (85.189 meters) to a point; thence S63°47’44”W a distance of 145.28 feet (44.281 meters) to a point; thence N26°12’16”W a distance of 254.96 feet (77.713 meters) to a point, said point being the Point of Beginning.

The above parcel of land containing 6.0 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 3

(Premises include only the portion of Parcel 3 on which Tank No. 1-091 is located)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 90, 91, 56, 50, 51, 54, 52, 55, 53, 58, 20, and 29. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1892.53 feet S46°24’53”W of the NE corner of Section 5; to a point; thence N63°44’44”E a distance of 313.33 feet (95.502 meters) to a point; thence S26°03’53”E a distance of 142.48 feet (43.429 meters) to a point; thence N 63°56’07”E a distance of 140.00 feet (42.672 meters) to a point; thence S26°03’53”E a distance of 367.00 feet (111.862 meters) to a point; thence S 26°03’53”E a distance of 184.57 feet (56.257 meters) to a point; thence S 63°47’44”W a distance of 321.63 feet (98.034 meters) to a point; thence N26°12’16”W a distance of 90.00 feet (27.432 meters) to a point; thence N 63°47’44”E a distance of 35.00 feet (10.668 meters) to a point; thence N26°12’16”W a distance of 129.27 feet (39.400 meters) to a point; thence N63°44’44”E a distance of 80.00 feet (24.384 meters) to a point; thence N26°12’16”W a distance of 165.00 feet (50.292 meters) to a point; thence S63°44’44”W a distance of 245.00 feet (74.676 meters) to a point; thence N26°12’16”W a distance of 310.00 feet (94.488 meters) to the Point of Beginning.

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The above parcel of land containing 5.1 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 6

(Premises include only the portion of Parcel 6 on which Tank Nos. 2-15A and 2-101 are located)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 15A, 16, 17, 20, 21, 22, 23, 28, 34, 35, 36, 70, 71, 100, 101, 102, 104, and 105. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1047.11 feet S39°14’59”W of the NE corner of Section 5; to a point; thence N63°47’10”E a distance of 736.38 feet (224.450 meters) to a point; thence N63°47’10”E a distance of 89.79 feet (27.368 meters) to a point; thence east a distance of 155.88 feet (47.513 meters) along a non-tangential curve concave north having a radius of 6010.00 feet (1831.852 meters) and a central angle of 1°29’10”; to a point; thence S00°00’00”E a distance of 191.71 feet (58.435 meters) to a point; thence S90°00’00”E a distance of 80.00 feet (24.384 meters) to a point; thence S00°00’00”W a distance of 95.00 feet (28.956 meters) to a point; thence N90°00’00”W a distance of 180.00 feet (54.864 meters) to a point; thence S00°00’00”W a distance of 195.00 feet (59.436 meters) to a point; thence N90°00’00”W a distance of 135.00 feet (41.148 meters) to a point; thence S00°00’00”W a distance of 90.00 feet (27.432 meters) to a point; thence N89°41’14”W a distance of 303.77 feet (92.589 meters) to a point; thence S00°18’46”W a distance of 155.00 feet (47.244meters) to a point; thence N82°04’49”W a distance of 169.19 feet (51.570 meters) to a point; thence N26°03’53”W a distance of 419.99 feet (128.014 meters) to the Point of Beginning.

The above parcel of land containing 8.9 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

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EXHIBIT D

TO

ASSET LEASE AGREEMENT

RDU ASSETS

The following assets owned by Lessor and located at the Cheyenne Refinery:

• Refined Products Truck Loading Rack

• Vapor Recovery Unit

• Two (2) Propane Loading Spots

• The following Eleven (11) Tanks with shell capacity of 655,567 barrels:

TANK ID NUMBER	NOMINAL CAPACITY, BBLS
1-15	24,668
1-91	69,965
2-15A	29,980
2-72A	110,067
2-73	80,551
2-74	80,640
2-75	76,508
2-101	67,021
2-118	37,852
2-119	37,830
2-161	40,485

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EX-10.5

Exhibit 10.5

Execution Version

TWENTY-FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT

among

HOLLYFRONTIER CORPORATION,

HOLLY ENERGY PARTNERS, L.P.

and

CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES

Effective as of January 1, 2021

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INTERPRETATIONS			3
1.1	DEFINITIONS		3
1.2	INTERPRETATION		3
ARTICLE II BUSINESS OPPORTUNITIES			3
2.1	RESTRICTED BUSINESSES		3
2.2	PERMITTED EXCEPTIONS		3
2.3	RIGHT OF OFFER		4
2.4	PROCEDURE FOR OFFERING ACQUIRED OR CONSTRUCTED ASSETS TO HEP		5
2.5	SCOPE OF PROHIBITION		6
2.6	ENFORCEMENT		6
2.7	LIMITATION ON ACQUISITIONS OF PERMITTED ASSETS BY HEP GROUP MEMBERS		6
2.8	TERMINATION OF ARTICLE II		6
ARTICLE III INDEMNIFICATION			6
3.1	CONDITIONS OF INDEMNIFICATION BY THE HFC ENTITIES		6
3.2	INDEMNIFICATION BY THE HFC ENTITIES		7
3.3	CONDITIONS OF INDEMNIFICATION BY HEP ENTITIES		9
3.4	INDEMNIFICATION BY HEP ENTITIES		9
3.5	MUTUAL GENERAL INDEMNITY		9
3.6	EXCLUSIONS FROM INDEMNITY FOR POST-CLOSING DATE CLAIMS		10
3.7	INDEMNIFICATION PROCEDURES		10
3.8	LIMITATION ON INDEMNIFICATION OBLIGATIONS		12
3.9	WAIVER OF SUBROGATION		12
ARTICLE IV GENERAL AND ADMINISTRATIVE EXPENSES			13
4.1	GENERAL		13
ARTICLE V RIGHT OF FIRST REFUSAL			14
5.1	HFC RIGHT OF FIRST REFUSAL: PROHIBITION ON FURTHER TRANSFER OF TRANSFERRED ASSETS		14
5.2	PROCEDURES		14
ARTICLE VI HFC PURCHASE OPTION			17
6.1	OPTION TO PURCHASE TULSA TRANSFERRED ASSETS		17
ARTICLE VII [INTENTIONALLY OMITTED]			17
ARTICLE VIII DISPUTE RESOLUTION			17
8.1	DISPUTE RESOLUTION		17
8.2	ARBITRATION		18
8.3	CONFLICT		19
ARTICLE IX FORCE MAJEURE			19
9.1	FORCE MAJEURE		19
ARTICLE X MISCELLANEOUS			19
10.1	CHOICE OF LAW		19
10.2	NOTICES		19
10.3	ENTIRE AGREEMENT		20
10.4	AMENDMENT OR MODIFICATION		20
10.5	ASSIGNMENT		21

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10.6	COUNTERPARTS	21
10.7	SEVERABILITY	21
10.8	FURTHER ASSURANCES	21
10.9	RIGHTS OF LIMITED PARTNERS	21
10.10	HEADINGS	21
10.11	LIMITATION OF DAMAGES	21
10.12	NATURE OF THE RELATIONSHIP	22

EXHIBITS

Exhibit A - Omnibus Agreement Amendments

Exhibit B - Definitions

Exhibit C - Interpretation

Exhibit D - Asset Indemnification Summary

Exhibit E - General and Administrative Services

ii

TWENTY-FIRST AMENDED AND RESTATED

OMNIBUS AGREEMENT

THIS TWENTY-FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is being entered into on February 8, 2021 and is effective as of January 1, 2021 (the “Effective Date”), by and among the following entities (all Delaware limited liability companies unless otherwise noted):

HollyFrontier Corporation, a Delaware corporation (“HFC”), and its Affiliates listed below (singularly, “HFC Entity”; and with HFC collectively, the “HFC Entities”):
	El Paso Operating LLC (“El Paso Operating”)
	HollyFrontier El Dorado Refining LLC (“HollyFrontier El Dorado”)
	HollyFrontier Cheyenne Refining LLC (“HollyFrontier Cheyenne”)
	HollyFrontier Tulsa Refining LLC (“HollyFrontier Tulsa”)
	HollyFrontier Woods Cross Refining LLC (“HollyFrontier Woods Cross”)
	Navajo Pipeline Co., L.P., a Delaware limited partnership (“Navajo Pipeline”)
	HollyFrontier Navajo Refining LLC (“HollyFrontier Navajo”)
	HollyFrontier Refining & Marketing LLC (“HFRM”)
	HollyFrontier Transportation LLC (“HollyFrontier Transportation”)
	Cheyenne Renewable Diesel Company LLC (“CRDC”)
	AND
Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), and its Affiliates listed below (singularly, “HEP Entity”; and with HEP collectively, the “HEP Entities”):
	Cheyenne Logistics LLC (“Cheyenne Logistics”)
	El Dorado Logistics LLC (“El Dorado Logistics”)
	El Dorado Operating LLC (“El Dorado Operating”)
	El Dorado Osage LLC (“El Dorado Osage”)
	Frontier Aspen LLC
	HEP Cushing LLC (“HEP Cushing”)
	HEP El Dorado LLC (“HEP El Dorado”)
	HEP Logistics GP, L.L.C. (the “OLP GP”)
	HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”)
	HEP Mountain Home, L.L.C.
	HEP Navajo Southern, L.P., a Delaware limited partnership

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HEP Oklahoma LLC

HEP Fin-Tex/Trust-River, L.P.

HEP Pipeline Assets, Limited Partnership, a Delaware limited partnership

HEP Pipeline GP, L.L.C.

HEP Pipeline, L.L.C. (“HEP Pipeline”)

HEP Refining Assets, L.P., a Delaware limited partnership (“HEP Refining Assets”)

HEP Refining GP, L.L.C.

HEP Refining, L.L.C. (“HEP Refining”)

HEP Tulsa LLC (“HEP Tulsa”)

HEP UNEV Holdings LLC (“HEP UNEV”)

HEP UNEV Pipeline LLC (“HEP UNEV Pipeline”)

HEP Woods Cross, L.L.C.

Holly Energy Partners – Operating, L.P., a Delaware limited partnership (the“Operating Partnership”)

Holly Energy Storage – Lovington LLC

Holly Logistic Services, L.L.C. (“Holly GP”),

Lovington-Artesia, L.L.C.

NWNAL LLC

Roadrunner Pipeline, L.L.C. (“Roadrunner”)

SLC Pipeline LLC

Woods Cross Operating LLC (“Woods Cross Operating”)

This Agreement amends and restates in its entirety the Twentieth Amended and Restated Omnibus Agreement which was entered into on October 1, 2019, among certain of the HFC Entities and certain of the HEP Entities which were signatories thereto (the “Previous Amended and Restated Omnibus Agreement”).

RECITALS:

WHEREAS, the Parties entered into an Omnibus Agreement on July 13, 2004 (as amended, the “Original Omnibus Agreement”) to evidence their agreement with respect to various administrative, indemnity and other obligations, which agreement has been further amended and restated as set forth on Exhibit A, resulting in the Previous Amended and Restated Omnibus Agreement.

WHEREAS, the Parties desire to amend and restate the Previous Amended and Restated Omnibus Agreement as provided herein in order to, among other things, consolidate terms from various other agreements between the parties and to clarify terms as more particularly set forth herein.

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AGREEMENT:

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

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit B.

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

ARTICLE II

BUSINESS OPPORTUNITIES

2.1 Restricted Businesses. For so long as a HFC Group Member owns a controlling interest in the general partner of HEP, and except as permitted by Section 2.2, Holly GP and each HFC Group Member shall be prohibited from engaging in or acquiring a controlling interest in or operating any business having assets or operations engaged in the Restricted Businesses.

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

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

(b) any Restricted Businesses conducted by a HFC Group Member and Holly GP with the approval of the General Partner;

(c) the ownership and/or operation of Restricted Businesses by an HFC Entity or Holly GP in its capacity as general partner of HEP or its general partner;

(d) the ownership and/or operation of any asset or group of related assets used in the Restricted Business that are acquired or constructed by a HFC Group Member or Holly GP after the Closing Date (the “Permitted Assets”), the fair market value of which (as determined in good faith by the Board of Directors of HFC) is as follows:

(i) less than $5 million at the time of such acquisition or good faith estimate of construction costs, as the case may be; or

(ii) equal to or greater than $5 million at the time of the acquisition or good faith estimate of construction costs; provided, HEP has been offered the opportunity to purchase the Permitted Assets in accordance with Section 2.3 and HEP has elected not to purchase the Permitted Assets;

(e) the ownership of the UNEV Profits Interest;

(f) the ownership of limited or any general partnership interests in HEP; and

(g) the ownership and/or operation of the El Paso Hawkins Terminal.

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2.3 Right of Offer.

(a) If Holly GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Holly GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Holly GP or such HFC 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, HEP shall notify Holly GP or the HFC Group Member that it has either elected:

(i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or

(ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4.

(b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Holly GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Holly GP or a HFC Group Member must be so acquired:

(i) within 12 months of the later to occur of the date that Holly GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, 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 HFC Group Member than were offered to HEP.

If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a).

(c) Section 2.3(a) shall not apply if Holly GP or a HFC Group Member:

(i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) 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 HFC) of the total assets being considered for acquisition, or

(ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million;

4

provided, however, that in each case Holly GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.

2.4 Procedure for Offering Acquired or Constructed Assets to HEP.

(a) Within 180 days after the consummation of the acquisition or the completion of construction by Holly GP or a HFC Group Member of the Permitted Assets, as the case may be, Holly GP or the HFC Group Member shall notify HEP in writing of such acquisition or construction and offer HEP the opportunity to purchase such Permitted Assets (the “Offer”). The Offer shall set forth the terms relating to the purchase of the Permitted Assets, and, if Holly GP or any HFC Group Member desires to utilize the Permitted Assets, the Offer will also include (i) the commercially reasonable terms on which the HEP Group will provide services to Holly GP or the HFC Group Member to enable Holly GP or the HFC Group Member to utilize the Permitted Assets and (ii) the terms of any service agreements, leases or access agreements to be provided to HEP by Holly GP or the HFC Group relating to such assets. As soon as practicable, but in any event within 30 days after receipt of such written notification, HEP shall notify Holly GP or the HFC Group Member in writing that HEP has elected (i) not to cause a HEP Group Member to purchase the Permitted Assets, in which event Holly GP or the HFC Group Member shall be forever free to continue to own or operate such Permitted Assets, or (ii) to cause a HEP Group Member to purchase the Permitted Assets, in which event Section 2.4(b) and Section 2.4(c) shall apply.

(b) If within 60 days after receipt by HEP of the Offer, Holly GP or the HFC Group Member and HEP are able to agree on the fair market value of the subject Permitted Assets and the other terms of the Offer including, the terms, if any, on which the HEP Group will provide services to Holly GP or the HFC Group Member to enable it to utilize the Permitted Assets, a HEP Group Member shall purchase the Permitted Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if required by the Offer or otherwise agreed, enter into an agreement with Holly GP or the HFC Group Member to provide services in a manner consistent with the Offer.

(c) If Holly GP or the HFC Group Member and HEP are unable to agree within 60 days after receipt by HEP of the Offer on the fair market value of the subject Permitted Assets and/or the other terms of the Offer, Holly GP or the HFC Entity, on the one hand, and HEP, on the other hand, will engage a mutually agreed upon investment banking firm to determine the disputed terms. Such investment banking firm will determine the disputed terms within 30 days of its engagement and furnish Holly GP or the HFC Group Member, on the one hand, and HEP, on the other hand, its determination. The fees of the investment banking firm will be split equally between Holly GP or the HFC Group Member, on the one hand, and HEP, on the other hand. Once the investment banking firm has submitted its determination of the disputed terms, HEP will have the right, but not the obligation, to cause a HEP Group Member to purchase the Permitted Assets pursuant to the Offer as modified by the determination of the investment banking firm. HEP will

5

provide written notice of its decision to Holly GP or the HFC 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 Permitted Assets. If HEP elects to cause a HEP Group Member to purchase the Permitted Assets, then the HEP Group Member shall purchase the Permitted 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 HFC Group Member to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm, if applicable.

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

2.6 Enforcement. Holly GP and the HFC Group Members agree and acknowledge that the HEP Group does not have an adequate remedy at law for the breach by Holly GP and the HFC Group of the covenants and agreements set forth in this Article II, and that any breach by Holly GP and the HFC Group of the covenants and agreements set forth in this Article II would result in irreparable injury to the HEP Group. Holly GP and the HFC Group Members further agree and acknowledge that any HEP Group Member may, in addition to the other remedies that may be available to the HEP Group, file a suit in equity to enjoin Holly GP and the HFC Group from such breach and hereby consent to the issuance of injunctive relief under this Agreement.

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

2.8 Termination of Article II. The provisions of this Article II may be terminated by HFC upon a Change of Control of HFC.

ARTICLE III

INDEMNIFICATION

3.1 Conditions of Indemnification by the HFC Entities. All indemnities set forth in Section 3.2 are subject to the following conditions:

(a) Except for the indemnity in Sections 3.2(a)(ii), (vii) and (viii), indemnities apply only to the Transferred Assets and only until the applicable expiration date, if any, related to each such Transferred Asset shown on Exhibit D.

(b) The aggregate liability of the HFC Entities for all Covered Environmental Losses under Section 3.2(a) shall not exceed the amounts shown in column (b) on Exhibit D. The liability limits listed in column (b) represent separate individual limits for each location.

(c) Indemnities in Section 3.2(a)(i) apply only to the extent that such events or conditions occurred before the applicable Closing Date.

6

3.2 Indemnification by the HFC Entities.

(a) Subject to Section 3.1, the HFC Entities shall indemnify, defend and hold harmless the HEP Entities from and against any Liability or Claim incurred by the HEP Entities or any Third Party to the extent arising out of:

(i) the Covered Environmental Losses relating to the Transferred Assets to the extent caused by the acts or omissions of an HFC Entity;

(ii) the ownership or operation by HFC and its Affiliates of any asset not constituting part of the Transferred Assets, except to the extent arising out of the negligent acts or omissions or willful misconduct of HEP or any of its Affiliates;

(iii) the failure of the applicable HEP Entity to be the owner of valid and indefeasible easement rights or fee ownership for 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 HEP Entity on the applicable Closing Date;

(iv) the failure of the applicable HEP Entity to have the consents, licenses and permits necessary to allow any such Transferred Assets referred to in Section 3.2(a)(iii) to cross the roads, waterways, railroads and other areas upon which any such Transferred Assets are located as of the Closing Date;

(v) the cost of curing any condition set forth in clauses (iii) or (iv) above to the extent such conditions do not allow any Transferred Asset to be operated in accordance with Prudent Industry Practice;

(vi) the following:

(A) events and conditions associated with the operation of the Transferred Assets before the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.2(a)(i) and events and conditions covered by Section 3.4);

(B) all legal actions pending against the HFC Entities on July 13, 2004;

(C) the completion of remediation projects at the respective HEP Entity’s El Paso Hawkins Terminal, Albuquerque terminal and Mountain Home terminal that were ongoing or scheduled as of July 13, 2004;

(D) events and conditions associated with the Retained Assets and whether occurring before or after the Closing Date;

(E) all federal, state and local tax liabilities attributable to the operation or ownership of the Transferred Assets prior to the

7

applicable Closing Date, including any such tax liabilities of the HFC Entities that may result from the consummation of the formation transactions for the HEP Entities and the General Partner;

(F) any breach by HollyFrontier Tulsa of the representations and warranties set forth in Section 3.9 of the Master Lease and Access Agreement; and

(G) the Covered Environmental Losses, if any, relating to the demolition of the Demo Assets or the cleaning of the Released Assets by HEP and its Affiliates pursuant to the Letter Agreement.

(vii) the operation by HEP and its Affiliates of any assets owned by HFC or any of its Affiliates, except to the extent arising out of the gross negligence or willful misconduct of HEP or any of its Affiliates;

(viii) any failure to perform any covenant or agreement made or undertaken by HFC or its Affiliates in the (A) Master Lease and Access Agreement, or the exercise by HFC or its Affiliates of any rights and obligations under Section 2.2 thereof; or (B) Services and Secondment Agreement; except in either case to the extent arising out of the willful misconduct or negligence (standard negligence or gross negligence) of HEP or any of its Affiliates; and

(ix) any failure of HEP or any of its Affiliates to perform its obligations pursuant to the Storage and Handling Agreement to the extent arising after February 22, 2016, except to the extent arising out of gross negligence and willful misconduct of HEP or any of its Affiliates.

(b) The indemnities provided for in Section 3.2(a)(i) through (v) shall only apply if the HFC Entities are notified in writing of any of the foregoing prior to the applicable expiration date listed in column (b) on Exhibit D.

(c) The indemnities provided for in Section 3.2(a)(vi) shall only apply if to the extent that the HFC Entities are notified in writing of any of the following events and conditions within five years after the applicable Closing Date.

(d) Notwithstanding anything in this Agreement to the contrary, because HEP has been involved since the inception with the following Transferred Assets, as used in this Section 3.2, the definition of “Transferred Assets” shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Beeson Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, and the UNEV Pipeline.

(e) To the extent that a good faith Claim by the HEP Entities for indemnification under Section 3.2(a) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the HFC Entities refuse to provide such indemnification, then the burden of proof shall be on the HFC Entities to demonstrate that the events or conditions giving rise to the Claim arose after the Closing Date.

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(f) As used in this Section 3.2, “Affiliates” of the Indemnifying Party shall not include the HEP Group Members when a HFC Entity is the Indemnifying Party and shall not include the HFC Group Members when the Indemnifying Party is a HEP Entity.

3.3 Conditions of Indemnification by the HEP Entities. The indemnities set forth in Section 3.4 apply only to the extent that such events or conditions occurred on or after the applicable Closing Date, if any.

3.4 Indemnification by the HEP Entities.

(a) Subject to Section 3.3, the HEP Entities shall indemnify, defend and hold harmless the HFC Entities from and against any Liability or Claim suffered or incurred by the HFC Entities or any Third Party to the extent arising from:

(i) the Covered Environmental Losses associated with operation of (A) the Other Assets (except as otherwise indicated in Exhibit D, Part 2), and (B) the Transferred Assets by a Person (other than a HFC Entity or ownership and operation of the Transferred Assets by a Person other than a HFC Entity);

(ii) operation by HEP and HEP’s Affiliates of any asset owned by HFC or any of HFC’s Affiliates but only to the extent caused by the gross negligence or willful misconduct of any of the HEP Entities; and

(iii) any failure to perform any covenant or agreement made or undertaken by any HEP or its Affiliates in the (A) Master Lease and Access Agreement, or the exercise by HEP or its Affiliates of any rights and obligations under Section 2.2 thereof; or (B) Services and Secondment Agreement; except in either case to the extent arising out of the willful misconduct or negligence (standard negligence or gross negligence) of HFC or any of its Affiliates.

(b) Nothing set forth in Section 3.4(a) shall make the HEP Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the HFC Entities.

(c) Notwithstanding Section 3.4(a)(i), the indemnity provided for in Section 3.4(a)(i) shall only apply to the El Dorado Repurchased Tanks to the extent the Environmental Losses arise from a violation, correction, event or condition occurring during the period that El Dorado Logistics owned such Repurchased Tanks.

3.5 Mutual General Indemnity. Following the applicable Closing Dates, the HFC Entities and the HEP Entities, respectively, agree to indemnify, protect, defend and hold harmless each other from and against any and all Liabilities and Claims based upon, in connection with, relating to or arising out of their respective actions or inactions in connection with the operation of the Indemnifying Party’s respective assets or any failure to comply with any Applicable Laws; in any case of or by any Indemnifying Party or its subcontractors, suppliers, materialmen, employees, agents, successors and assigns, or other persons directly or indirectly employed by them, including the following:

(a) any injury to or death of any Person or the damage to or theft, destruction, loss or loss of use of, any property; or

(b) the failure to perform any covenant or agreement made or undertaken by the applicable Party in agreements with any of the other Parties.

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3.6 Exclusions from Indemnity for Post-Closing Date Claims. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, FOR ANY LIABILITIES OR CLAIMS ARISING OUT OF EVENTS OCCURRING AFTER AN APPLICABLE CLOSING DATE:

(a) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.2(a)(vii), THE INDEMNIFICATION OBLIGATIONS HEREIN SHALL NOT EXTEND TO THE PROPORTIONATE AMOUNT OF ANY SUCH LIABILITY OR CLAIM CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE OR ITS AGENTS OR EMPLOYEES.

(b) No statute, rule or regulation that precludes an injured party from bringing an action against a fellow employee or employer shall preclude a Party from seeking and obtaining a judicial determination of the fault or negligence of such Persons.

(c) Each Party shall be responsible for any insurance deductibles or self-insured retention arising out of any Liability or Claim to the extent such Liability or Claim arises out of the negligence or willful misconduct of such Party, except to the extent the subrogation waiver provided for in Section 3.9 applies to such Liability or Claim.

3.7 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, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any Claims covered by the indemnification under this Article III, including, 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 making available to the Indemnifying Party any employees of the Indemnified Party.

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(d) In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in Section 3.7(c) 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.

(e) In connection with the indemnities in this Article III, Indemnifying Party:

(i) agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party;

(ii) agrees to enter into a joint defense agreement with Indemnifying Party in order to allow communication by counsel if Indemnified Party elects to involve separate counsel; and

(iii) agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.7.

(f) The amounts for which an Indemnified Party is entitled to indemnification under this Article III shall be reduced by the net amounts recovered by the Indemnified Party pursuant to contractual indemnities from any Third Party (other than pursuant to insurance policies that are not required to include a waiver of subrogation pursuant to Section 3.9) after deducting the reasonable unreimbursed out-of-pocket fees and expenses incurred by the Indemnified Party in recovering such amounts (the “Net Recovery”). If the Indemnified Party receives a Net Recovery subsequent to an indemnification payment by the Indemnifying Party under this Article III, 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 Net Recovery. An Indemnified Party shall be obligated to pursue all contractual indemnities (including insurance claims) that such Indemnified Party has with any Third Party, 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, making its relevant books, records, officers, information and testimony reasonably available to the Indemnifying Party) in the Indemnifying Party’s pursuit of such claim.

(g) For avoidance of doubt, no Claim may be asserted pursuant to Section 3.2 or Section 3.4 following the applicable expiration of the indemnity related to such Claim; provided that any Claim asserted in writing prior to the expiration date of such indemnity that is the basis for such Claim shall survive until such Claim is finally resolved and satisfied. 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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3.8 Limitation on Indemnification Obligations.

(a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred 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 HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

(b) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HEP Entities in Article III, the definition of HEP Entities shall be deemed to mean solely (i) the HEP Entity or HEP Entities that own or operate, or previously owned or operated, the Transferred 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 HFC Entities for which they are entitled to indemnification under Article III, (ii) HEP and Operating Partnership.

(c) For the avoidance of doubt, any indemnification obligations of the HFC Entities in Article III with respect to any indemnifiable losses incurred by or attributable to the UNEV Pipeline shall be (i) limited to an amount that is the product of (x) the amount of such losses, multiplied by (y) HEP UNEV’s direct or indirect percentage ownership interest in the UNEV Pipeline at the time such losses were incurred and (ii) payable to, for the benefit of and recoverable solely by HEP UNEV or any HEP Entity designated by HEP UNEV (and not by UNEV Pipeline, LLC).

3.9 Subrogation; Waiver of Subrogation. To the extent that any of the HFC Entities or HEP Entities in fact receive full indemnification payments pursuant to Section 3.2(a)(viii) or Section 3.4(a)(iii) hereof, as the case may be, the HFC Entity or HEP Entity paying such Claim shall be subrogated to the receiving party’s rights with respect to the transaction or event requiring or giving rise to such indemnity. Notwithstanding the foregoing, each of the HFC Entities and the HEP Entities, hereby waives and releases, and shall cause their respective insurers, to waive and release, all rights against each other and any of their respective contractors, subsidiaries, consultants, agents and employees for loss or damages to any of the Transferred Assets to the extent of fire and other hazards covered by property insurance applicable to the property to which such loss or damage occurs, except such rights as they have to proceeds of such insurance. For the purposes of this Section 3.9, all deductibles shall be considered insured losses. Without limiting the foregoing, all of the Parties’ policies of property insurance for the Transferred Assets shall be endorsed to provide a complete waiver for the benefit of the other Parties and their Affiliates of (i) any right of recovery which the insurer may have or acquire against the other Parties or any of its Affiliates, or its or their employees, officers or directors for payments made or to be made under such policies and (ii) any lien or right of subrogation which the insurer may have or acquire for payments made or to be made to any person or entity who asserts a Claim against such other Parties or any of its Affiliates, or its or their employees, officers or directors. The releases and waivers of subrogation set forth above in this paragraph shall apply notwithstanding any obligation of a Party to indemnify the other Party for the Claim(s) at issue.

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ARTICLE IV

GENERAL AND ADMINISTRATIVE EXPENSES

4.1 General.

(a) The Operating Partnership will pay HFC an administrative fee (the “Administrative Fee”), payable in equal quarterly installments, for the provision by HFC and its Affiliates for the HEP Group’s benefit of all the general and administrative services that HFC and its Affiliates provide, including, the general and administrative services listed on Exhibit E.

(b) The Administrative Fee shall be adjusted on July 1, 2018, effective as of January 1, 2018, by an amount equal to the PPI Adjustment. Thereafter, the Administrative Fee shall be adjusted on July 1 of each calendar year, commencing on July 1, 2019, by an amount equal to the PPI Adjustment. If the PPI is no longer published, then HFC and HEP 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 Administrative Fee. If the Parties are unable to agree, a new index will be determined by the dispute resolution process in Article VIII.

(c) At the end of each year, either Party will have the right to submit to the other Party a proposal to change the Administrative Fee for that year and/or the method of adjusting the Administrative Fee if either Party believes in good faith that the general and administrative services performed by HFC and its Affiliates for the benefit of the HEP Group for the year in question are inconsistent with the Administrative Fee for that year. If either Party submits such a proposal, the Parties agree that they will negotiate in good faith to determine if the Administrative Fee for that year should be changed and, if so, the amount of such change. If the Parties are unable to agree, the Parties will submit the matter to dispute resolution pursuant to Article VIII.

(d) The Administrative Fee shall not include and the HEP Group shall reimburse HFC and its Affiliates for:

(i) salaries of employees of HFC or its Affiliates, to the extent, but only to the extent, such employees perform services for the HEP Group;

(ii) the cost of employee benefits relating to employees of HFC or its Affiliates, such as 401(k), pension, and health insurance benefits, to the extent, but only to the extent, such employees perform services for the HEP Group and have not been paid by HEP pursuant to the Master Site Services Agreement and the Services and Secondment Agreement;

(iii) any amounts payable under the Master Site Services Agreement and the Services and Secondment Agreement;

(iv) 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 HFC and its Affiliates to HEP pursuant to Section 4.1(a); and

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(v) all premiums for insurance policies carried for and on behalf of HEP.

(e) Either HFC, on the one hand, or HEP, 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 HFC Right of First Refusal: Prohibition on Transfer.

(a) The HEP Entities hereby grant to HFC 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 HEP Group Member) of any of the Assets.

(b) The HEP Entities are prohibited from Transferring any of the Assets to a HEP Group Member that is not a party to this Agreement. In the event the HEP Entities desire to Transfer any of the Assets to a HEP Group Member that is not a Party to this Agreement, they shall first cause the proposed transferee HEP 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, the UNEV Pipeline, the Osage Pipeline or the Cushing Connect Pipeline, but shall expressly include the equity interests of UNEV Pipeline, LLC, HEP UNEV Pipeline, HEP UNEV, El Dorado Osage, Osage, HEP Cushing and Cushing Connect then owned directly or indirectly by the HEP Entities.

(e) Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that all potential Transfers of the Orla Truck Terminal pursuant to this Article V are subject to the rights of ALON pursuant to the ALON Purchase Agreement.

(f) Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that all potential transfers of the equity interests of UNEV Pipeline, LLC, Osage and Cushing Connect are subject to the rights of the other members of UNEV Pipeline, LLC, Osage and Cushing Connect, respectively, pursuant to the applicable limited liability company operating agreement.

5.2 Procedures.

(a) If a HEP Entity proposes to Transfer any of the Assets to any Person pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then HEP shall promptly give written notice (a “Disposition Notice”) thereof to HFC. The Disposition Notice shall set forth the following information in respect of the proposed Transfer:

(i) the name and address of the prospective acquiror (the “Proposed Transferee”);

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(ii) the Assets subject to the Acquisition Proposal (the “Sale Assets”);

(iii) the purchase price offered by such Proposed Transferee (the “Offer Price”);

(iv) reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow HFC to reasonably determine the fair market value of such non-cash consideration;

(v) the HEP Entities’ estimate of the fair market value of any non-cash consideration; and

(vi) all other material terms and conditions of the Acquisition Proposal that are then known to the HEP Entities.

(b) To the extent the Acquisition Proposal 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 HFC and the HEP Entities agree as to the fair market value of any non-cash consideration, HFC 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.

(c) In the event (i) HFC’s determination of the fair market value of any non-cash consideration described in the Disposition Notice (to be determined by HFC within 30 days of receipt of such Disposition Notice) is less than the fair market value of such consideration as determined by the HEP Entities in the Disposition Notice and (ii) HFC and the HEP Entities are unable to mutually agree upon the fair market value of such non-cash consideration within 30 days after HFC notifies the HEP Entities of its determination thereof, the HEP Entities and HFC 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 HFC and the HEP Entities. HFC will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets to the HEP 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 HFC not to purchase the Sale Assets.

(d) If HFC fails to exercise a right during any applicable period set forth in this Section 5.2, HFC 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 such Sale Assets.

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(e) If HFC chooses to exercise its right of first refusal to purchase the Sale Assets under Sections 5.1(a) and 5.2(c), HFC and the HEP Entities shall enter into a purchase and sale agreement for the Sale Assets which shall include the following terms:

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

(ii) the HEP Entities will represent that they have good, indefeasible and unencumbered 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 Sale Assets, plus any other reasonable and customary matters and such matters as HFC may approve, which approval will not be unreasonably withheld. If HFC desires to obtain any title insurance with respect to the Sale Assets, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by HFC;

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

(iv) HFC 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(e)(ii) or Section 5.2(e)(iii) above are, in the reasonable opinion of HFC, unsatisfactory;

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

(vi) the HEP Entities shall execute, have acknowledged and deliver to HFC 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 HFC free and clear of all encumbrances created by the HEP Entities other than those set forth in Section 5.2(e)(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

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(viii) neither the HEP Entities nor HFC 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.

(f) HFC and the HEP Entities shall cooperate in good faith in obtaining all necessary governmental and other Third Party 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 HFC shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter neither HFC nor HEP 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(g).

(g) If the Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (i) 180 days after the later of the applicable ROFR Acceptance Deadline, and (ii) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the HEP Entities 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

HFC 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 HFC with respect to the Tulsa Transferred Assets in the Purchase Option Agreement.

ARTICLE VII

[Intentionally Omitted]

ARTICLE VIII

DISPUTE RESOLUTION

8.1 Dispute Resolution.

(a) Any Arbitrable 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 VIII.

(b) In the event of a Arbitrable Dispute between an HFC Entity and an HEP Entity, the HFC Entity and the HEP Entity shall, within ten (10) days of a written request by either of them to the other, meet in good faith to resolve such Arbitrable Dispute in a meeting that includes individuals with authority to resolve the Arbitrable Dispute at such meeting.

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(c) If the HFC Entity and the HEP Entity are unable to resolve the Arbitrable Dispute within ten (10) days after submission of such Arbitrable Dispute as provided in Section 8.1(b), either the HFC Entity or the HEP Entity may submit the matter to arbitration in accordance with the terms of Section 8.2 below.

(d) Pending resolution of any Arbitrable Dispute between the HFC Entity and the HEP Entity, the HFC Entity and the HEP Entity shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Arbitrable Dispute.

(e) Resolution of any Arbitrable Dispute between the HFC Entity and the HEP Entity involving payment of money by either the HFC Entity and the HEP Entity to the other shall include payment of interest at the Prime Rate from the original due date of such amount.

(f) Each of the HFC Entity and the HEP Entity 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.

8.2 Arbitration. 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, as amended from time to time).

(a) Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by either party (“Claimant”) by delivering written notice to the other (“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.

(b) The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. The parties 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 Claimant and Respondent.

(c) 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 Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator.

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(d) All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Parties or any of their Affiliates and who have not provided consulting services (directly or indirectly) for at least three (3) years prior to their appointment and (ii) have at least seven (7) years’ experience in the petroleum transportation industry.

(e) The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

(f) The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the Claimant and Respondent to the extent that the issues raised in such disputes are related. Without the written consent of the Claimant and Respondent, no unrelated disputes (including those with Affiliates of either Claimant or Respondent) or Third Party disputes may be joined to an arbitration pursuant to this Agreement.

8.3 Conflict. If there is any inconsistency between this Article VIII and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article VIII will control the rights and obligations of the parties seeking arbitration.

ARTICLE IX

FORCE MAJEURE

9.1 Force Majeure. In the event of any Party being rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under any of the Master Agreements, Services and Secondment Agreement or 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 relied on (“Force Majeure Notice”) to the other affected Party(ies), the obligations of the Parties, so far are they are affected by the Force Majeure event, shall be suspended during the continuance of any inability so caused. The cause of the Force Majeure event shall, as 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.

ARTICLE X

MISCELLANEOUS

10.1 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.

10.2 Notices.

(a) Any notice or other communication given under this Agreement shall be in writing and shall be delivered personally, sent by documented overnight delivery service, sent by email transmission, or 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:

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Notices to the HFC 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

Notices to the HEP 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-HEP@hollyenergy.com

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

Holly Energy Partners, L.P.

c/o Holly Logistic Services, L.L.C.

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 10.2.

10.3 Entire Agreement. This Agreement, together with the other agreements and instruments referred to herein, constitutes the entire agreement of the Parties relating to the matters contained herein, superseding as of the Effective Date all prior contracts or agreements (including the Original Omnibus Agreement), whether oral or written, relating to the matters contained herein. For avoidance of doubt the Eleventh Amended and Restated Omnibus Agreement, effective as of January 1, 2015, shall remain in full force and effect with respect to any event, act or omission occurring before January 1, 2015.

10.4 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 to this Agreement may be amended, modified, revised or updated by the Parties hereto if each of HFC (on behalf of the HFC Entities) and HEP (on behalf of the HEP Entities) execute an amended,

20

modified, revised or updated exhibit or schedule, as applicable, and attach it to this Agreement. Such amended, modified, revised or updated exhibits 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.

10.5 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.

10.6 Counterparts. This Agreement may be executed in any number of paper or electronic counterparts with the same effect as if all signatory parties had signed the same document. All such counterparts shall be construed together and shall constitute one and the same agreement.

10.7 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.

10.8 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each 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.

10.9 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner (as defined in the Partnership Agreement) of HEP shall have the right, separate and apart from HEP, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement. There are no Third Party beneficiaries to this Agreement.

10.10 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.

10.11 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 (i) AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT OR (ii) BY REASON OF OR ARISING OUT OF ANY OF THE EVENTS, CONDITIONS OR OTHER MATTERS LISTED IN SECTIONS 3.2 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, 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:

(X) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,

21

(Y) FOR CLAIMS THAT ARE COVERED BY INSURANCE AND ANY RELATED DEDUCTIBLES, OR

(Z) FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LIABILITIES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) THAT ARE A RESULT OF SUCH INDEMNIFYING PARTY’S OR ITS AFFILIATES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

As used in this Section 10.11, “Affiliates” of the Indemnifying Party shall not include the HEP Group Members when a HFC Entity is the Indemnifying Party and shall not include the HFC Group Members when the Indemnifying Party is a HEP Entity.

10.12 Nature of the Relationship. 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.

[Remainder of Page Intentionally Left Blank]

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

HFC ENTITIES:
HOLLYFRONTIER CORPORATION
HOLLYFRONTIER EL DORADO REFINING LLC
HOLLYFRONTIER CHEYENNE REFINING LLC
HOLLYFRONTIER WOODS CROSS REFINING LLC
HOLLYFRONTIER TULSA REFINING LLC
NAVAJO PIPELINE CO., L.P.
HOLLYFRONTIER NAVAJO REFINING LLC
EL PASO OPERATING LLC
HOLLYFRONTIER TRANSPORTATION LLC
By:	/s/ Thomas G. Creery

Name:	Thomas G. Creery
Title:	Senior Vice President, Commercial
CHEYENNE RENEWABLE DIESEL COMPANY LLC
By:	/s/ Thomas G. Creery

Name:	Thomas G. Creery
Title:	President

HEP 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/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	President

HEP LOGISTICS HOLDINGS, L.P.
By:	Holly Logistic Services, L.L.C,
	Its General Partner

[Signature Page 1 of 2 to Twenty-First Amended and Restated Omnibus Agreement]

By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	President
CHEYENNE LOGISTICS LLC
EL DORADO LOGISTICS LLC
EL DORADO OPERATING LLC
EL DORADO OSAGE LLC
FRONTIER ASPEN LLC
HEP CUSHING LLC
HEP EL DORADO LLC
HEP FIN-TEX/TRUST-RIVER, L.P.
HEP OKLAHOMA LLC
HEP LOGISTICS GP, L.L.C.
HEP MOUNTAIN HOME, L.L.C.
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP
HEP PIPELINE GP, L.L.C.
HEP PIPELINE, L.L.C.
HEP REFINING ASSETS, L.P.
HEP REFINING GP, L.L.C.
HEP REFINING, L.L.C.
HEP TULSA LLC
HEP UNEV HOLDINGS LLC
HEP UNEV PIPELINE LLC
HEP WOODS CROSS, L.L.C.
HOLLY ENERGY PARTNERS – OPERATING, L.P.
HOLLY ENERGY STORAGE – LOVINGTON LLC
HOLLY LOGISTIC SERVICES, L.L.C.
LOVINGTON-ARTESIA, L.L.C.
NWNAL LLC
ROADRUNNER PIPELINE, L.L.C.
SLC PIPELINE LLC
WOODS CROSS OPERATING LLC
By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	President

HEP NAVAJO SOUTHERN, L.P.
By:	HEP Pipeline GP, L.L.C.
	Its General Partner
	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	President

[Signature Page 2 of 2 to Twenty-First Amended and Restated Omnibus Agreement]

Exhibit A

to

Twenty-First Amended and Restated Omnibus Agreement

Omnibus Agreement Amendments

Agreement	Effective Date	Reason for Amendment
Original Omnibus Agreement	July 13, 2004	n/a
First Amended and Restated Omnibus Agreement	June 1, 2009	16” Lovington/Artesia Intermediate Pipeline Purchase Agreement
Second Amended and Restated Omnibus Agreement	August 1, 2009	Tulsa West (Sunoco) Asset Purchase Agreement
Third Amended and Restated Omnibus Agreement	October 19, 2009	(i) Tulsa East (Sinclair) Purchase Agreement (ii) Beeson Pipeline Purchase Agreement, and (iii) Roadrunner Pipeline Purchase Agreement
Fourth Amended and Restated Omnibus Agreement	March 31, 2010	LLC Interest Purchase Agreement for certain Tulsa East Assets
Fifth Amended and Restated Omnibus Agreement	August 31, 2011	Tulsa Throughput Agreement
Sixth Amended and Restated Omnibus Agreement	November 1, 2011	LLC Interest Purchase Agreement for Cheyenne Assets and El Dorado Assets
Seventh Amended and Restated Omnibus Agreement	July 12, 2012	UNEV LLC Interest Purchase Agreement
Eighth Amended and Restated Omnibus Agreement	June 1, 2013	Malaga Throughput Agreement
Ninth Amended and Restated Omnibus Agreement	January 7, 2014	Amended and Restated El Dorado Throughput Agreement for the El Dorado New Tank No. 647
Tenth Amended and Restated Omnibus Agreement	September 26, 2014	Amended and Restated Malaga Throughput Agreement
Eleventh Amended and Restated Omnibus Agreement	January 1, 2015	Unloading and Blending Services Agreement (Artesia) and Third Amended and Restated Crude Pipelines and Tankage Agreement (Beeson to Lovington System Expansion)
Twelfth Amended and Restated Omnibus Agreement	January 1, 2015	Artesia Rail Yard Facility, El Dorado Terminal and Cheyenne New Tank No. 117
Thirteenth Amended and Restated Omnibus Agreement	November 2, 2015	LLC Interest Purchase Agreement for the membership interest of El Dorado Operating
Fourteenth Amended and Restated Omnibus Agreement	February 22, 2016	LLC Interest Purchase Agreement for the Osage Membership Interest
Fifteenth Amended and Restated Omnibus Agreement	March 31, 2016	Tulsa West Crude Tank Assets and Tulsa New Tanks

A-1

Sixteenth Amended and Restated Omnibus Agreement	October 1, 2016	LLC Interest Purchase Agreement for the membership interest of Woods Cross Operating
Seventeenth Amended and Restated Omnibus Agreement	January 1, 2017	El Dorado Repurchased Tanks
Eighteenth Amended and Restated Omnibus Agreement	December 8, 2017	North Loco Tanks, SLC Pipeline, Frontier Aspen Pipeline and NWNAL Assets
Nineteenth Amended and Restated Omnibus Agreement	June 1, 2018	Tulsa Rail Yard Facility, Catoosa Lubes Terminal and Orla Truck Terminal
Twentieth Amended and Restated Omnibus Agreement	October 1, 2019	Cushing Connect Pipeline

A-2

Exhibit B

to

Twenty-First Amended and Restated Omnibus Agreement

Definitions

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

“16” Lovington/Artesia Intermediate Pipeline Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of June 1, 2009, by and among HFC, Navajo Pipeline and the Operating Partnership, pursuant to which Navajo Pipeline transferred and conveyed to the Operating Partnership, and the Operating Partnership acquired, all of the limited liability company interests of Lovington-Artesia, L.L.C., the entity that owns the 16” Lovington/Artesia Intermediate Pipeline.

“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 HEP’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 HFC, Navajo Pipeline, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, and HollyFrontier Navajo, as the seller parties, and HEP, the Operating Partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and HEP Pipeline, as the buyer parties.

“2008 Tanks” means the Transferred Tanks included in the 2008 Crude Pipelines, Tanks and Related Assets.

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

“Additional Lovington Assets” means the Transferred Lovington Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

“Additional Tulsa East Assets” means the Transferred Tulsa East Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

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

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, 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.

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

B-1

“ALON” means ALON USA, LP, a Texas limited partnership.

“ALON Purchase Agreement” means that Pipelines and Terminals Agreement, dated as of February 28, 2005, by and among ALON and HEP.

“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, 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 HEP Entities, on the one hand, and any of the HFC Entities, on the other hand, arising out of or relating to this Agreement, the Master Agreements, or the Services and Secondment Agreement, or the alleged breach hereof and thereof, or in any way relating to the subject matter of this Agreement, the Master Agreements, or the Services and Secondment 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.

“Artesia Blending Facility” means the two tanks and related equipment for the unloading and blending of ethanol and biodiesel at the refined product truck rack located at the refinery owned by HollyFrontier Navajo in Artesia, New Mexico.

“Artesia-Orla Pipeline” means the 12” refined products pipeline extending from the refinery owned by HollyFrontier Navajo in Artesia, New Mexico to the Orla Truck Terminal, which pipeline is owned by HEP Pipeline.

“Artesia Rail Yard Facility” means (a) the railroad track siding consisting of approximately 8,300 track feet of siding (rail storage) and two mainline switches and three industry switches located on certain land leased by HFRM from the Operating Partnership pursuant to that certain Track Lease Agreement effective as of November 1, 2014 by and between HEP Refining and HFRM, pursuant to which HEP Refining agreed to lease to HFRM, and HFRM agreed to lease from HEP Refining, the Artesia Rail Yard Facility, and (b) HEP Refining’s leasehold interest, as tenant, under the BNSF Lease (New Mexico), and (c) HEP Refining’s leasehold interest, as landlord, under that certain Sublease Agreement effective as of November 1, 2014 by and between HEP Refining and HFRM, pursuant to which HEP Refining agreed to sublease to HFRM, and HFRM agreed to sublease from HEP Refining, the BNSF Land (New Mexico).

“Assets” means the Transferred Assets and the Other Assets, collectively.

“Asset Lease” means that Asset Lease Agreement, dated effective as of January 1, 2021, between Cheyenne Logistics and Cheyenne Renewable Diesel Company LLC.

“Beeson Pipeline” means the 8” crude oil pipeline extending from Beeson station to Lovington, New Mexico, owned by HEP Pipeline.

“Beeson Pipeline Purchase Agreement” means that certain Asset Purchase Agreement dated as of December 1, 2009, by and among HFC, Navajo Pipeline and HEP Pipeline, pursuant to which Navajo Pipeline agreed to transfer and convey to HEP Pipeline, and HEP Pipeline agreed to acquire, the Beeson Pipeline.

B-2

“Beeson to Lovington System Expansion” means the following project undertaken by HEP Pipeline: the installation of a larger pump at the Beeson station and the replacement of five miles of existing 8-inch pipeline with 10-inch pipeline beginning at the Beeson station end of the Beeson Pipeline.

“BNSF Land (New Mexico)” means the land located in Eddy County, New Mexico leased to HEP Refining pursuant to the BNSF Lease (New Mexico).

“BNSF Land (Tulsa)” means the land located in Tulsa County, Oklahoma leased to HEP Tulsa pursuant to the BNSF Lease (Tulsa).

“BNSF Lease (New Mexico)” means that certain Lease of Land Including New Track Construction dated to be effective as of February 14, 2014, pursuant to which HEP Reining agreed to lease from BNSF Railway Company the BNSF Land (New Mexico).

“BNSF Lease (Tulsa)” means that certain Lease of Land for Construction/Rehabilitation of Track dated to be effective as of June 23, 2016, pursuant to which HEP Tulsa agreed to lease from BNSF Railway Company the BNSF Land (Tulsa).

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

“Catoosa Lubes Terminal” means that certain water port terminal and related facilities located in Rogers County, Oklahoma, near the Port of Catoosa, Oklahoma, and more fully described in that certain Amended and Restated Lease Agreement, dated August 1, 2007, between the City of Tulsa-Rogers County Port Authority (the “Port Authority”) and Petro Source Terminals, LLC, as amended by that certain First Amendment of Amended and Restated Lease Agreement, dated August 1, 2017, between the Port Authority and NGL Crude Terminals, LLC, as modified by that certain Lease Assignment and Assumption Agreement, dated June 1, 2018, between the Port Authority, NGL Crude Terminals, LLC and HEP Oklahoma LLC.

“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 a surviving Person or its parent and

B-3

(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 Securities Exchange Act of 1934, as amended) (in the case of HFC, other than a group consisting of some of all of the current control persons of HFC), being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (b) above.

“Cheyenne Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

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

“Cheyenne New Tank” means petroleum storage tank no. 117 located at the Cheyenne Refinery Complex.

“Claim” means any existing or threatened future claim, demand, suit, judgment, settlement, action, investigation, proceeding, governmental action, cause of action, claims, demands, causes of action, suits, judgments, settlements, fines, penalties, costs, and expenses (including court costs and reasonable attorneys’ and experts’ fees) 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 of any and every kind or character, known or unknown, fixed, contingent or suffered.

“Claimant” is defined in Section 8.2(a).

“Closing Date” means

(a) for all sections other than Articles III and VII, July 13, 2004, the date of the closing of HEP’s initial public offering, and

(b) for purposes of Articles III and VII, Closing Date means, with respect to a group of assets, the effective date of the purchase of such assets or the stock, partnership interests or membership interests of the entity that directly or indirectly owns such assets, by a HEP Entity (such Closing Date being shown in Exhibit D, column (a)).

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 13, 2004, among HFC, Navajo Pipeline, the General Partner, HEP, 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.

B-4

“Covered Environmental Losses” means Environmental Claims to the extent arising from:

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

(b) any event or condition associated with ownership or operation of the Assets (including, the presence of Hazardous Substances on, under, about or migrating from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at any non-Asset locations), including:

(i) 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;

(ii) 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

(iii) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work.

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

“Cushing Connect” means Cushing Connect Pipeline & Terminal LLC, a Delaware limited liability company.

“Cushing Connect Pipeline” means that certain approximately 50 mile, 16” pipeline to be constructed by Cushing Connect Pipeline Holdings LLC, a subsidiary of Cushing Connect, to transport crude oil from the Cushing Terminal to the Tulsa East Refinery and Tulsa West Refinery.

“Cushing Terminal” means the crude oil storage, blending and terminalling facility terminal located in Cushing, Oklahoma and owned and operated by Plains Marketing, L.P., a Texas limited partnership.

“Demo Assets” has the meaning set forth in the Letter Agreement. For the avoidance of doubt, the “Demo Assets” include the Cheyenne New Tank.

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

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

“El Dorado Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

“El Dorado Logistics” is defined in the introduction to this Agreement.

“El Dorado New Tank” means petroleum products storage tanks no. 647 and no. 651 located at the El Dorado Refinery Complex.

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

“El Dorado Osage” is defined in the introduction to this Agreement.

B-5

“El Dorado Refinery Assets” means “Assets” as defined in that certain LLC Interest Purchase Agreement dated as of October 30, 2015 and effective as of November 1, 2015 by and among HollyFrontier El Dorado, HFC and the Operating Partnership, pursuant to which HollyFrontier El Dorado agreed sell to the Operating Partnership all of the issued and outstanding limited liability company interests in El Dorado Operating.

“El Dorado Repurchased Tanks” means tank 243 and tank 244 located at the El Dorado Terminal that were repurchased by HollyFrontier El Dorado from El Dorado Logistics effective January 1, 2017.

“El Dorado Terminal” means that certain petroleum products tank farm located in El Dorado Kansas, and more particularly described in that certain Membership Interest Purchase Agreement dated as of March 6, 2015 by and between El Dorado Logistics and Rimrock Midstream, LLC, as such terminal may be modified, expanded or upgraded from time to time.

“El Paso Hawkins Terminal” means the El Paso Hawkins Terminal as defined in that certain Refined Products Terminal Transfer Agreement effective as of February 22, 2016 between HEP Refining Assets and El Paso Operating, pursuant to which El Paso Operating acquired the El Paso Hawkins Terminal.

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

“Environmental Claims” means environmental and Toxic Tort Liabilities and Claims of any and every kind or character, known or unknown, fixed or contingent.

“Environmental Costs” means (i) 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, (ii) 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 (iii) the cost and expense for any Environmental Claim, including pre-trial, trial, or appellate legal or litigation support work.

“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 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.

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

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars (whether or not an official declaration is made thereof), terrorist attacks, blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, storms, floods, washouts, freezeoffs, arrests, the order of any Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, equipment, storage tanks or lines of pipe, repairs, maintenance, inability to obtain or unavoidable delay in obtaining permits, 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.

B-6

“Frontier Aspen Pipeline” means the Frontier Aspen Pipeline as defined in the Frontier Aspen Membership Purchase Agreement.

“Frontier Aspen Membership Purchase Agreement” means that certain Membership Interest Purchase Agreement dated effective August 7, 2017 between Plains Pipeline, L.P. and HEP Casper SLC, LLC.

“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, 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.

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

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

“HEP El Dorado” is defined in the introduction to this Agreement.

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

“HEP Entity” means any of the HEP Entities.

“HEP Group” means the HEP Entities and any Subsidiary of any such Person, all of which are treated as a single consolidated entity for purposes of this Agreement.

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

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

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

“HEP Refining Assets” is defined in the introduction to this Agreement.

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

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

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

B-7

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

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

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

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

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

“HollyFrontier El Dorado” is defined in the introduction to this Agreement.

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

“HollyFrontier Transportation” is defined in the introduction of this Agreement.

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

“HollyFrontier Woods Cross” is defined in the introduction to this Agreement.

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

“Indemnified Claims” means losses, damages, liabilities, Claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character.

“Indemnified Party” means all or part of either the HEP Entities or the HFC Entities, as the case may be, in their capacity as the parties entitled to indemnification in accordance with Article III.

“Indemnifying Party” means all or part of either the HEP Entities or the HFC Entities, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III.

“Letter Agreement” means the Letter Agreement dated February 8, 2021, between the Operating Partnership and HFRM.

“Liability” means with respect to any Person, any economic losses (including, diminution in value and lost profits suffered by third parties to the extent an Indemnified Party is required to pay for such damages), damages, injuries (including, personal injury and death), liabilities, of any and every kind or character, known or unknown, fixed, contingent or suffered.

“Limited Partner” is defined in the Partnership Agreement.

“Malaga Pipeline System” means the Pipeline System, as such term is defined in the Malaga TSA.

“Malaga TSA” means that certain Amended and Restated Transportation Services Agreement (Malaga) dated as of September 26, 2014 by and between HFRM and Operating Partnership, pursuant to which Operating Partnership provides certain transportation services for HFRM on the Malaga Pipeline System, as such agreement may be amended, modified or replaced from time to time.

B-8

“March 2010 Drop Down LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of March 31, 2010, by and among HFC, Lea Refining Company, HollyFrontier Tulsa, HEP Refining and HEP Tulsa, pursuant to which HFC, Lea Refining Company and HollyFrontier Tulsa agreed to transfer and convey to HEP Refining and HEP Tulsa the Additional Tulsa East Assets and the Additional Lovington Assets.

“Master Agreements” means the Master Lease and Access Agreement, Master Site Services Agreement, Master Systems Operating Agreement, Master Throughput Agreement and Master Tolling Agreements.

“Master Lease and Access Agreement” means that certain Sixth Amended and Restated Master Lease and Access Agreement dated effective as of January 1, 2021 among certain of the HEP Entities and the Refinery Owners.

“Master Site Services Agreement” means that certain Fourth Amended and Restated Master Site Services Agreement effective as of January 1, 2021, as amended, among certain of the HEP Entities and the Refinery Owners.

“Master Systems Operating Agreement” means that certain Second Amended and Restated Master Systems Operating Agreement effective as of January 1, 2021 among certain of the HEP Entities and the Refinery Owners.

“Master Throughput Agreement” means that certain Seventh Amended and Restated Master Throughput Agreement effective as of January 1, 2021, between the Operating Partnership and HFRM.

“Master Tolling Agreements” means that certain Master Tolling Agreement (Refinery Assets) dated effective as of November 1, 2015, as amended dated effective as of January 1, 2017, between HollyFrontier El Dorado and the Operating Partnership, and that certain Amended and Restated Master Tolling Agreement (Operating Assets) dated effective as of October 1, 2016, as amended dated effective as of January 1, 2017, between HollyFrontier El Dorado, HollyFrontier Woods Cross and the Operating Partnership, and as amended by that certain Second Amendment to Amended and Restated Master Tolling Agreement (Operating Assets) dated October 29, 2018.

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

“Navajo Tanks” means the four new petroleum products storage tanks to be constructed by HEP Operating at the Navajo Refinery.

“Net Recovery” is defined in Section 3.7(f).

“NWNAL Assets” means those assets described in Section 8(a)(i)(2) of the SLC Pipeline Membership Purchase Agreement.

“North Loco Tanks” means the Facilities as defined in that certain Conveyance, Assignment and Bill of Sale (Tanks 1075, 1076 and 1077) effective as of December 8, 2017 by and between HollyFrontier Transportation and HEP Pipeline.

“November 2011 Frontier Drop Down LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement effective as of November 1, 2011, by and among HFC, HollyFrontier Cheyenne, HollyFrontier El Dorado, the Operating Partnership and HEP, pursuant to which HollyFrontier Cheyenne and HollyFrontier El Dorado agreed sell to the Operating Partnership the entities that own the Cheyenne Assets and the El Dorado Assets.

B-9

“Offer” is defined in Section 2.4(a)

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

“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.

“Orla Truck Terminal” means a truck terminal in Orla, Texas to be constructed by HEP Fin-Tex/Trust-River, L.P., consisting primarily of a truck rack with three loading bays and a tank with shell capacity of approximately 50,000 barrels, which will be connected to the Artesia-Orla Pipeline.

“Osage” means Osage Pipe Line Company, LLC, a Delaware limited liability company.

“Osage Pipeline” means that certain 135-mile, 20-inch pipe line originating in Cushing, Oklahoma and terminating within the El Dorado Terminal, along with associated pumping and metering stations and equipment owned by Osage.

“Osage Membership Interest” means a fifty percent (50%) limited liability company membership interest in Osage.

“Other Assets” means those assets owned by a HEP Entity that serve the Refineries and were not conveyed, contributed, or otherwise transferred, directly or indirectly by the HFC Entities to the HEP Entities, as indicated in column (a) of Exhibit D, Part 2; provided, that for the purposes of Section 3.2, Other Assets shall not include that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the HEP Entities as part of the 2004 Product Pipelines, Terminal and Related Assets.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. dated as of October 31, 2017. 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.

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

“Permitted Assets” is defined in Section 2.2(d).

“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.

“Post-Closing Covered Environmental Losses” means, to the extent such violation, event or condition occurred after the Closing Date:

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

B-10

(b) any event or condition associated with the ownership and/or operation of the Transferred Assets by a Person other than a HFC Entity (including the presence of Hazardous Substances on, under, about or migrating to or from the Transferred Assets or the disposal or release of Hazardous Substances generated by operation of the Transferred Assets) including, the Environmental Costs;

provided, however, that nothing stated above shall make the HEP Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by any of the HFC Entities.

“PPI” means the Producers Price Index-Commodities-Finished Goods, (PPI), et al.

“PPI Adjustment” means the upper change in the annual change rounded to four decimal places of the PPI, produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 – 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 2014 change is: PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI change is negative in a given year then there will be no change in the Administrative Fee.

“Pre-Closing Covered Environmental Losses” means, to the extent such violation, event or condition occurred before the Closing Date:

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

(b) any event or condition associated with ownership and/or operation of the Transferred Assets by a Person other than a HEP Entity (including, the presence of Hazardous Substances on, under, about or migrating to or from the Transferred Assets or the disposal or release of Hazardous Substances generated by operation of the Transferred Assets), including, the Environmental Costs.

provided, however, that nothing stated above shall make the HFC Entities responsible for any pre-Closing Date negligent actions omissions or willful misconduct by any of the HEP Entities.

“Previous Amended and Restated Omnibus Agreement” is defined in the introduction to this Agreement.

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

“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 HFC Entities in the performance of similar tasks or projects, or by the HEP Entities in the performance of similar tasks or projects.

B-11

“Purchase Option Agreement” has the meaning set forth in the Asset Purchase Agreement, dated August 1, 2009, between HollyFrontier Tulsa, as the seller, and HEP Tulsa, as the buyer.

“RDU Assets” has the meaning set forth in the Asset Lease.

“Refinery” or “Refineries” means each of the Refinery Complexes identified in the Master Lease and Access Agreement.

“Refinery Owners” means each of the HFC Entities that own one or more of the Refineries.

“Released Assets” has the meaning set forth in the Letter Agreement.

“Respondent” is defined in Section 8.2(a).

“Restricted Business” or “Restricted Businesses” means the ownership or operation of crude oil pipelines or terminals, intermediate petroleum product pipelines or terminals, refined petroleum products pipelines, terminals, truck racks or crude oil gathering systems in the continental United States.

“Retained Assets” means the pipelines, terminals and other assets and investments owned by any HFC Group Member on the date of the Contribution Agreement that were not conveyed, contributed or otherwise transferred to the HEP Entities pursuant to the Contribution Agreement or otherwise.

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

“Roadrunner Pipeline” means 16” crude oil pipeline extending from Slaughter station in Texas to Lovington, New Mexico owned by Roadrunner.

“Roadrunner Pipeline Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of December 1, 2009 by and among Navajo Pipeline and the Operating Partnership, pursuant to which the Operating Partnership acquired, all of the outstanding limited liability company interests of Roadrunner, the entity that owns the Roadrunner Pipeline.

“ROFR Acceptance Deadline” means the First ROFR Acceptance Deadline or the Second ROFR Acceptance Deadline, as applicable, both as defined in Section 5.2(b) and (c).

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

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

“Services and Secondment Agreement” means that certain Fourth Amended and Restated Services and Secondment Agreement effective as of January 1, 2021, by and among Holly GP, the Operating Partnership, Cheyenne Logistics, El Dorado Logistics, El Dorado Operating, HEP Tulsa, Woods Cross Operating, HollyFrontier Payroll Services, Inc., a Delaware corporation, HollyFrontier Cheyenne, CRDC, HollyFrontier El Dorado, HollyFrontier Tulsa and HollyFrontier Woods Cross.

“Sinclair” means Sinclair Tulsa Refining Company.

“Sinclair Purchase Agreement” means that certain Asset Sale and Purchase Agreement dated as of October 19, 2009, by and among HollyFrontier Tulsa, HEP Tulsa and Sinclair, pursuant to which HEP Tulsa acquired the Sinclair Transferred Assets.

B-12

“Sinclair Transferred Assets” means the HEP Tulsa Assets as defined in the Sinclair Purchase Agreement.

“SLC Pipeline” means the SLC Pipeline as defined in the SLC Pipeline Membership Interest Purchase Agreement.

“SLC Pipeline Membership Purchase Agreement” means that certain Membership Interest Purchase Agreement dated effective August 7, 2017, between Rocky Mountain Pipeline System LLC and HEP SLC, LLC.

“Storage and Handling Agreement” means that certain Storage and Handling Agreement dated February 21, 1997, between the Operating Partnership and Alon U.S.A., L.P., as amended effective January 1, 2004, September 1, 2008 and March 1, 2011.

“Third Party” means a Person which is not (a) HEP or an Affiliate of HEP, (b) HFC or an affiliate of HFC, (c) a Person that, after the signing of this Agreement becomes a successor entity of HEP, HFC or any of their respective Affiliates. An employee of HFC or HEP shall not be deemed an Affiliate.

“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.

“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 Assets” means all of the assets conveyed, contributed, or otherwise transferred, directly or indirectly (including by transfer or sale of the entity that owns such assets or the entity that owns the interests in the entity that owns such assets) that serve the Refineries, by the HFC Entities to the HEP Entities, as indicated in column (a) of Exhibit D, Part 1; provided that for the purposes of Section 3.2, the term “Transferred Assets” shall include (a) that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the HEP Entities as part of the 2004 Product Pipelines, Terminal and Related Assets, and (b) the Tulsa West Crude Tank Assets.

“Transferred Tanks” means the tanks included in the Assets, as indicated in column (h) of Exhibit D, provided however that from and after January 1, 2017, such tanks shall not include the El Dorado Repurchased Tanks.

“Tulsa East Refinery” means the refinery owned by HollyFrontier Tulsa and located at 905 West 25^th Street, Tulsa, Oklahoma 74107.

“Tulsa Interconnecting Pipelines” means the Interconnecting Pipelines as defined in the Tulsa Throughput Agreement.

“Tulsa New Tanks” means petroleum products storage tank nos. 45 and 444A located at the Tulsa Refinery Complex.

“Tulsa Purchase Agreement” means that certain Asset Purchase Agreement dated as of August 1, 2009, by and between HollyFrontier Tulsa and HEP Tulsa, pursuant to which HollyFrontier Tulsa transferred and conveyed to HEP Tulsa, and HEP Tulsa acquired, the Tulsa Transferred Assets.

B-13

“Tulsa Rail Yard Facility” means (a) the railroad track siding consisting of approximately (i) Five Thousand Twenty (5,020) track feet of runaround track, (ii) Seven Thousand Three Hundred (7,300) of inbound and outbound track, (iii) One Thousand Three Hundred (1,300) track feet of maintenance and engine storage track, (iv) Nine Thousand Eight Hundred Eighty (9,880) track fee of rail car storage, (v) One (1) mainline switch, and (vi) Fifteen (15) industry switches located on certain land situated at or near the railway station of Tulsa, County of Tulsa, Oklahoma and leased by HFRM from HEP Tulsa pursuant to that certain Track Lease Agreement effective as of December 13, 2017 by and between HEP Tulsa and HFRM, pursuant to which HEP Tulsa agreed to lease to HFRM, and HFRM agreed to lease from HEP Tulsa, the Tulsa Rail Yard Facility, (b) HEP Tulsa’s leasehold interest, as tenant, under the BNSF Lease (Tulsa), pursuant to which HEP Tulsa agreed to lease from BNSF Railway Company the BNSF Land (Tulsa), (c) HEP Tulsa’s leasehold interest, as landlord, under that certain Sublease Agreement effective as of December 13, 2017 by and between HEP Tulsa and HFRM, pursuant to which HEP Tulsa agreed to sublease to HFRM, and HFRM agreed to sublease from HEP Tulsa, the BNSF Land (Tulsa), (d) HEP Tulsa’s interest, as licensee, under that certain Equipment Sites, Access and Rail Line License Agreement, effective August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa, as amended by that certain First Amendment to Equipment Sites, Access and Rail Line License Agreement, effective as of December 13, 2017, by and between HollyFrontier Tulsa and HEP Tulsa, and (e) HEP Tulsa’s interest, as sublicensor, under that Sublicense Agreement effective December 13, 2017, between HEP Tulsa and HFRM.

“Tulsa Throughput Agreement” means 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 HollyFrontier Tulsa with respect to the Tulsa Interconnecting Pipelines.

“Tulsa Transferred Assets” means the Transferred Assets as defined in the Tulsa Purchase Agreement.

“Tulsa West Refinery” means the refinery owned by HollyFrontier Tulsa located at 1700 S. Union Ave., Tulsa, Oklahoma 74107.

“Tulsa West Crude Tank Assets” means the Leased Property as defined in the Bill of Sale, Assignment and Assumption Agreement dated as of March 31, 2016 between Plains Marketing, L.P. and HEP Tulsa.

“UNEV LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of July 12, 2012, by and among HFC, HEP UNEV and HEP, pursuant to which HFC agreed to sell to HEP UNEV the entity that owns 75% of all of the issued and outstanding membership interests of UNEV Pipeline, LLC, the entity that owns the UNEV Pipeline.

“UNEV Pipeline” means, collectively, an approximately 400 mile, 12-inch refined products pipeline currently running from Woods Cross, Utah to Las Vegas, Nevada, related products terminals in or near Cedar City, Utah and Las Vegas, Nevada and other related assets owned by UNEV Pipeline, LLC.

“UNEV Profits Interest” means the membership interest in HEP UNEV held directly or indirectly by HFC.

“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.

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

B-14

“Woods Cross Refinery Assets” has the meaning ascribed to the term “Assets” in that certain LLC Interest Purchase Agreement dated as of October 3, 2016 and effective as of October 1, 2016 by and among HollyFrontier Woods Cross, HFC and the Operating Partnership, pursuant to which HollyFrontier Woods Cross agreed to sell to the Operating Partnership all of the issued and outstanding limited liability company interests in Woods Cross Operating.

B-15

Exhibit C

to

Twenty-First Amended and Restated Omnibus Agreement

Interpretation

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

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

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

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

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

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

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

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

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

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

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

C-1

Exhibit D

to

Twenty-First Amended and Restated Omnibus Agreement

Asset Indemnification Summary

Part 1: Transferred Assets:

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
TRANSFERRED ASSET AND CLOSING DATE	HFC ENVIRONMENTAL (Expiration Date)	HEP ENVIRONMENTAL1	RIGHT-OF-WAY	ADDITIONAL INDEMNITIES	OPERATIONAL INDEMNITY	RIGHT OF FIRST REFUSAL	INCLUDES TRANSFERRED TANKS
	Indemnity from HFC to HEP for Pre-Closing Covered Environmental Losses under Section 3.2(a) /Aggregate cap on HFC environmental indemnity in Section 3.1(b) (expiration date of indemnity)	Indemnity from HEP to HFC for Post- Closing Covered Environmental Losses under Section 3.4(a)	Right-of-Way Indemnity under Sections 3.2(a)(iii) and 3.2(a)(iv) (expiration date of indemnity)	Additional Indemnities under Section 3.2(a)(vi) (expiration date of indemnity)2	Additional Indemnities under Section 3.5	Right of First Refusal under Article V
2004 Product Pipelines, Terminal and Related Assets (July 13, 2004)	$15,000,000 (July 13, 2014)	✓	✓ (July 13, 2014)	✓ (July 13, 2009)	✓	✓	No
8” and 10” Lovington/Artesia Intermediate Pipelines (June 1, 2009)	$2,500,000 (June 1, 2019)	✓	✓ (June 1, 2019)	✓ (June 1, 2014)	✓	✓	No

¹  Where subsurface rights are not transferred to the HEP Entities, the HEP Entities have no liabilities for subsurface contamination unless caused by an HEP Entity.

²  Notification of Claim must be provided prior to date noted.

D-1

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
TRANSFERRED ASSET AND CLOSING DATE	HFC ENVIRONMENTAL (Expiration Date)	HEP ENVIRONMENTAL	RIGHT-OF-WAY	ADDITIONAL INDEMNITIES	OPERATIONAL INDEMNITY	RIGHT OF FIRST REFUSAL	INCLUDES TRANSFERRED TANKS
2008 Crude Pipelines, Tanks and Related Assets (March 1, 2008)	$7,500,000 (March 1, 2023)	✓	✓ (March 1, 2023)	✓ (March 1, 2013)	✓	✓	Yes
16” Lovington/Artesia Intermediate Pipeline (June 1, 2009)	None	✓	✓ (June 1, 2019)	✓ (June 1, 2014)	✓	✓	No
Tulsa Transferred Assets3 (August 1, 2009)	None	None	None	None	None	None	No
Beeson Pipeline (December 1, 2009)	None	✓	✓ (December 1, 2019)	✓ (December 1, 2014)	✓	✓	No
Roadrunner Pipeline (December 1, 2009)	None	✓	✓ (December 1, 2019)	✓ (December 1, 2014)	✓	✓	No
Additional Lovington Assets (March 31, 2010)	$15,000,000 (March 31, 2020)	✓	✓ (March 31, 2020)	✓ (March 31, 2015)	✓	✓	No
Additional Tulsa East Assets (March 31, 2010)	unlimited (no expiration)	None	None	None	None	✓	No
Sinclair Transferred Assets (October 19, 2009)	None	None	None	None	None	✓	Yes
Tulsa Interconnecting Pipelines (August 31, 2011)	None	✓	(August 31, 2021)	(August 31, 2016)	✓	✓	No

³  The indemnities with respect to the Tulsa Transferred Assets are contained in Section 5 of the Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa, and such indemnities continue to apply notwithstanding the termination of such agreement. The right of first refusal granted to an Affiliate of HFC with respect to the Tulsa Transferred Assets is contained in the Purchase Option Agreement.

D-2

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
TRANSFERRED ASSET AND CLOSING DATE	HFC ENVIRONMENTAL (Expiration Date)	HEP ENVIRONMENTAL	RIGHT-OF-WAY	ADDITIONAL INDEMNITIES	OPERATIONAL INDEMNITY	RIGHT OF FIRST REFUSAL	INCLUDES TRANSFERRED TANKS
Cheyenne Assets (November 1, 2011)	$15,000,000 (The latter of (x) November 1, 2021 and (y) mechanical completion of the renewable diesel units at the Cheyenne Refinery)	✓4	✓ (November 1, 2021)	✓ (November 1, 2016)5	✓	✓	Yes
El Dorado Assets (November 1, 2011)	$15,000,000 (November 1, 2021)	✓6	✓ (November 1, 2021)	✓ (November 1, 2016)	✓	✓	Yes
UNEV Pipeline (July 12, 2012)	None	✓	✓ (July 12, 2022)	✓ (July 12, 2017)	✓	None7	No
El Dorado Refinery Assets (November 1, 2015)	$15,000,000 (November 1, 2025)	✓	✓ (November 1, 2025)	✓ (November 1, 2020)	✓	✓	No
Osage Pipeline (February 22, 2016)	None	None	None	None	None	None8	No
Tulsa West Crude Tank Assets (11:59 p.m., March 31, 2016)	$5,000,000 (11:59 p.m., March 31, 2026)	✓	None	✓ (11:59 p.m., March 31, 2021)9	✓	✓	No
Woods Cross Refinery Assets October 1, 2016	$15,000,000 October 1, 2026	✓	✓ October 1, 2026	✓ October 1, 2026	✓	✓	No
North Loco Tanks (December 8, 2017)	None	None	None	None	None	✓	No

⁴  This indemnity with respect to the Cheyenne Assets excludes any Post-Closing Covered Environmental Losses relating to the RDU Assets from and after January 1, 2021. With respect to the RDU Assets only, the indemnification provisions of the Asset Lease will govern during the term thereof.

⁵  Notwithstanding such expiration date with respect to the Cheyenne Assets generally, the indemnity provided for in Section 3.2(a)(vi)(G) with respect to the Demo Assets and the Released Assets shall expire on March 1, 2022.

⁶  However, with respect to the El Dorado Repurchased Tanks, such indemnity is subject to the limitation set forth in Section 3.4(c).

⁷  However, the right of first refusal includes the equity interests of HEP UNEV Holdings LLC, HEP UNEV Pipeline LLC and UNEV Pipeline, LLC then owned directly or indirectly by the HEP Entities; provided, however, the right of first refusal on the equity interests of UNEV Pipeline, LLC is subject to any rights of the other member(s) of UNEV Pipeline, LLC.

⁸  However, the right of first refusal includes the equity interests of El Dorado Osage and Osage then owned directly or indirectly by the HEP Entities; provided, however, the right of first refusal on the equity interests of Osage is subject to any rights of the other member(s) of Osage.

⁹  Notwithstanding such expiration date, the indemnity provided for in Section 3.2(a)(vi)(F) applies only to the Tulsa West Crude Tank Assets and expired at 11:59 p.m. on March 31, 2017.

45

Part 2: Other Assets:

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
OTHER ASSET AND CLOSING DATE	HFC ENVIRONMENTAL (Expiration Date)	HEP ENVIRONMENTAL	RIGHT-OF-WAY	ADDITIONAL INDEMNITIES	OPERATIONAL INDEMNITY	RIGHT OF FIRST REFUSAL	INCLUDES TRANSFERRED TANKS
	Indemnity from HFC to HEP for Pre-Closing Covered Environmental Losses under Section 3.2(a) / Aggregate cap on HFC environmental indemnity in Section 3.1(b) (expiration date of indemnity)	Indemnity from HEP to HFC for Post- Closing Covered Environmental Losses under Section 3.4(a)	Right-of-Way Indemnity under Sections 3.2(a)(iii) and 3.2(a)(iv) (expiration date of indemnity)	Additional Indemnities under Section 3.2(a)(vi)(A) (expiration date of indemnity)1	Additional Indemnities under Section 3.5	Right of First Refusal under Article V
Malaga Pipeline System (July 16, 2013, as amended by that certain Amended and Restated Transportation Services Agreement dated September 26, 2014)	None 10	✓	None	None	✓	✓	No
El Dorado New Tank (Tank 647) (January 7, 2014)	None	✓	✓ (January 7, 2024)	None	✓	✓	No
Artesia Rail Yard Facility (November 1, 2014)	None	✓	None	None	✓	✓	No
El Dorado Terminal (March 6, 2015)	None	✓	None	None	✓	✓	No

¹⁰  However, Section 3.1(a) covers the 8” pipeline extending 50 miles from White City Station that was formerly used as a refined products pipeline that was conveyed to HEP as part of the 2004 Product Pipelines, Terminal and Related Assets.

D-5

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
OTHER ASSET AND CLOSING DATE	HFC ENVIRONMENTAL (Expiration Date)	HEP ENVIRONMENTAL	RIGHT-OF-WAY	ADDITIONAL INDEMNITIES	OPERATIONAL INDEMNITY	RIGHT OF FIRST REFUSAL	INCLUDES TRANSFERRED TANKS
Beeson to Lovington System Expansion (March 12, 2015)	None	✓	None	None	✓	✓	No
Artesia Blending Facility (March 12, 2015)	None	✓	✓ (March 12, 2025)	None	✓	✓	No
Cheyenne New Tank (Tank 117) (December 4, 2014)	None	✓	✓ (December 4, 2029)	✓ (The indemnity in Section 3.2(a)(vi)(G) shall expire on March 1, 2022)	✓	✓	No
Tulsa New Tanks (Tanks 45 and 444A) (May 1, 2016)	None	✓	✓ (May 1, 2026)	None	✓	✓	No
El Dorado New Tank (Tank 651) (September 12, 2016)	None	✓	✓ (September 12, 2026)	None	✓	✓	No
SLC Pipeline (October 31, 2017)	None	None	None	None	None	✓	No
Frontier Aspen Pipeline (October 31, 2017)	None	None	None	None	None	✓	No
NWNAL Assets (October 31, 2017)	None	None	None	None	None	✓	No
Tulsa Rail Yard Facility (December 13, 2017)	None	✓	None	None	✓	✓	No
Catoosa Lubes Terminal (June 1, 2018)	None	✓	None	None	✓	✓	No
Orla Truck Terminal (the Orla Commencement Date)11	None	✓	None	None	✓	✓12	No
Cushing Connect Pipeline (the Cushing Connect Commencement Date)11	None	None	None	None	None	None13	No
Navajo Tanks (the Navajo Tank Commencement Date) 11	None	✓	None	None	✓	✓	No

¹¹  As defined in the Master Throughput Agreement.

¹²  HFC right of first refusal subject to the rights of ALON under the ALON Purchase Agreement.

¹³  However, the right of first refusal includes the equity interests of Cushing Connect then owned directly or indirectly by the HEP Entities; provided, however, the right of first refusal on the equity interests of Cushing Connect is subject to any rights of the other member(s) of Cushing Connect.

D-6

Exhibit E

to

Twenty-First Amended and Restated Omnibus Agreement

General and Administrative Services

(1) Executive services

(2) Finance, including treasury, and administration services

(3) Information technology services

(4) Internal audit services

(5) Legal services

(6) Corporate health, safety and environmental services

(7) Human resources services

(8) Procurement

(9) Corporate operations team services

E-1

EX-10.6

Exhibit 10.6

Execution Version

SIXTH AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

Effective as of January 1, 2021

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		1
1.1	Definitions	1
1.2	Interpretation	1
1.3	Independent Obligations	1
1.4	Prior Leases	2
ARTICLE 2 DEMISE OF APPLICABLE PREMISES AND TERM		2
2.1	Demise of Applicable Premises and Applicable Term	2
2.2	Access	2
2.3	Rent	3
2.4	Place of Payment	3
2.5	Net Lease	3
ARTICLE 3 CONDUCT OF BUSINESS		3
3.1	Use of Applicable Premises	3
3.2	Waste	4
3.3	Governmental Regulations	4
3.4	Permits	4
3.5	Utilities	6
3.6	Tank Inspection and Repairs	6
3.7	Tank Inspection and Maintenance Plan	7
3.8	Notice of Planned Shutdown	7
3.9	Tulsa West Crude Tank Assets	7
ARTICLE 4 ALTERATIONS, ADDITIONS AND IMPROVEMENTS		8
4.1	Additional Improvements	8
4.2	Quality; Compliance with Applicable Laws	8
4.3	Ownership	8
4.4	No Liens	9
ARTICLE 5 MAINTENANCE OF APPLICABLE PREMISES		9
5.1	Maintenance by Relevant Asset Owner	9
5.2	Operation	9
5.3	Surrender of Applicable Premises	9
5.4	Release of Hazardous Substances	9
ARTICLE 6 TAXES, ASSESSMENTS		10
6.1	Relevant Asset Owner’s Obligation to Pay	10
6.2	Manner of Payment	10
ARTICLE 7 EMINENT DOMAIN; CASUALTY; INSURANCE		11
7.1	Total Condemnation of Applicable Premises	11
7.2	Partial Condemnation	11
7.3	Damages and Right to Additional Property	11
7.4	Insurance	11

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ARTICLE 8 ASSIGNMENT AND SUBLETTING		12
8.1	Assignment and Subletting	12
8.2	Release of Assigning Party	12
ARTICLE 9 DEFAULTS; REMEDIES; TERMINATION		12
9.1	Default	12
9.2	Related Refinery Owner’s Remedies	13
9.3	Relevant Asset Owner’s Remedies	13
ARTICLE 10 LIABILITY AND INDEMNIFICATION		14
10.1	Limitation of Liability; Indemnity	14
10.2	Survival	14
ARTICLE 11 OPTION		14
11.1	Applicability of Option	14
11.2	Grant of Option	14
11.3	Determination of Fair Market Value	15
11.4	Cooperation	15
11.5	Survival	15
ARTICLE 12 GENERAL PROVISIONS		15
12.1	Estoppel Certificates	15
12.2	Notices	16
12.3	Severability	16
12.4	Time of Essence	16
12.5	Captions	16
12.6	Entire Agreement	16
12.7	Waivers	16
12.8	Incorporation by Reference	16
12.9	Binding Effect	16
12.10	Amendment	16
12.11	No Partnership	16
12.12	No Third Party Beneficiaries	17
12.13	Governing Law	17
12.14	Cooperation	17
12.15	Further Assurances	17
12.16	Waiver of the Related Refinery Owner’s Lien	17
12.17	Recording	17
12.18	Warranty of Peaceful Possession	17
12.19	Survival	18
12.20	AS IS, WHERE IS	18
12.21	Relocation of Pipelines; Amendment	18
12.22	Counterparts	18
12.23	Joinder by Affiliates of Parties	18

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EXHIBITS

Exhibit A – Parties

Exhibit B – Master Lease and Access Agreement Amendments

Exhibit C - Definitions

Exhibit D – Interpretation

Applicable Assets:

Exhibit E –	Applicable Term and Applicable Assets
Exhibit E-1 –	Applicable Assets: El Dorado Refinery Complex (for El Dorado Logistics)
Exhibit E-2 –	Applicable Assets: Cheyenne Refinery Complex
Exhibit E-3 –	Applicable Assets: Tulsa Refinery Complex
Exhibit E-4 –	Applicable Assets: Woods Cross Refinery Complex (excluding Woods Cross Pipeline Pad)
Exhibit E-5 –	Applicable Assets: Woods Cross Pipeline Pad
Exhibit E-6 –	Applicable Assets: Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)
Exhibit E-7 –	Applicable Assets: Artesia Pump and Receiving Stations
Exhibit E-8 –	Applicable Assets: El Dorado Refinery Complex (for El Dorado Operating)
Exhibit E-9 –	Applicable Assets: Woods Cross Refinery Complex (for Woods Cross Operating)
Exhibit E-10 –	Applicable Assets: Navajo Refinery Complex (LACT Units)

Legal Descriptions:

Exhibit F –	Description of Applicable Premises
Exhibit F-1 –	Legal Description for El Dorado Refinery Complex (for El Dorado Logistics)
Exhibit F-2 –	Legal Description for Cheyenne Refinery Complex
Exhibit F-3 –	Legal Description for Tulsa Refinery Complex
Exhibit F-4 –	Legal Description for Woods Cross Refinery Complex (excluding Woods Cross Pipeline Pad)
Exhibit F-5 –	Legal Description for Woods Cross Pipeline Pad
Exhibit F-6 –	Legal Description for Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)
Exhibit F-7 –	Legal Description for Artesia Pump and Receiving Stations
Exhibit F-8 -	Legal Description for El Dorado Refinery Complex (for El Dorado Operating)
Exhibit F-9 –	Legal Description for Woods Cross Refinery Complex (for Woods Cross Operating)
Exhibit F-10 –	Legal Description for Navajo Refinery Complex (LACT Units)

iii

SIXTH AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

This Sixth Amended and Restated Master Lease and Access Agreement (this “Lease”) is entered into on February 8, 2021 and effective as of 12:01 a.m. Central Time (the “Effective Time”) on January 1, 2021 (the “Effective Date”) by and between the Parties set forth on Exhibit A.

RECITALS:

A. Pursuant to certain transactions, each Relevant Asset Owner acquired its Applicable Assets located at the Refinery Complex from the Related Refinery Owner.

B. In connection with each such acquisition, each Related Refinery Owner and Relevant Asset Owner (except El Dorado Operating) entered into a Prior Lease pursuant to which the Related Refinery Owner leased to the Relevant Asset Owner real property at the Related Refinery Owner’s Refinery Complex on which all or a part of the Applicable Assets are located.

C. The Parties concurrently entered into an amended Master Site Services Agreement pursuant to which each Related Refinery Owner has agreed to provide certain services to the Relevant Asset Owner in connection with the Applicable Assets located at each Refinery Complex.

D. Each Related Refinery Owner and each Relevant Asset Owner (except El Dorado Operating) entered into the Original Master Lease and Access Agreement which amended and restated in its entirety their respective Prior Leases (other than the Tulsa License), if any, from and after January 1, 2015, all in accordance with the terms and conditions set forth in the Original Master Lease and Access Agreement.

E. The Original Master Lease and Access Agreement has been further amended and restated as set forth on Exhibit B, resulting in the Fifth Amended and Restated Master Lease and Access Agreement identified on Exhibit B, as amended by that certain First Amendment to Fifth Amended and Restated Master Lease and Access Agreement identified on Exhibit B.

F. The Parties now desire to amend and restate the Fifth Amended and Restated Master Lease and Access Agreement, as so amended, in its entirety in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the Applicable Premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the Fifth Amended and Restated Master Lease and Access Agreement, as amended, in its entirety as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Lease and not otherwise defined herein has the meanings set forth on Exhibit C.

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

1.3 Independent Obligations. The Parties hereby acknowledge and agree that (a) the obligations of each Relevant Asset Owner and each Related Refinery Owner are independent of any

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obligation of any other Relevant Asset Owner and Related Refinery Owner, respectively, (b) the Parties shall look solely to their counterparty (as identified on Exhibit A) for fulfillment of their respective obligations under this Agreement; and (c) no Relevant Asset Owner or Related Refinery Owner shall be obligated to fulfill any of the obligations of any other Relevant Asset Owner or Related Refinery Owner, respectively, and shall have no liability for such obligations.

1.4 Prior Leases. The Original Master Lease and Access Agreement, and each subsequent amendment identified on Exhibit B, amended and restated each Prior Lease (other than the Tulsa License) in its entirety from and after January 1, 2015 through the “Effective Time” identified in the documents identified on Exhibit B. It is the Parties’ intent that the terms and provisions of this Lease shall be effective and govern from and after the Effective Time hereof. Any matter first arising prior to January 1, 2015 (or, solely with respect to the Tulsa Rail and Truck Racks, January 1, 2021) shall be governed by the respective Prior Lease related thereto, if any.

ARTICLE 2

DEMISE OF APPLICABLE PREMISES AND TERM

2.1 Demise of Applicable Premises and Applicable Term.

2.1.1 Demise of Applicable Premises. In consideration of the rents, covenants, and agreements set forth herein and subject to the terms and conditions hereof, each Related Refinery Owner hereby leases to the Relevant Asset Owner and each Relevant Asset Owner hereby leases from the Related Refinery Owner, the Applicable Premises for the Applicable Term; provided, however, the Relevant Asset Owner may terminate this Lease (with respect to itself only) at the end of the Applicable Term or by delivering written notice to the Related Refinery Owner, on or before 180 days prior to the end of the Applicable Term, that the Relevant Asset Owner has elected to terminate this Lease (with respect to itself only).

2.1.2 Early Termination by the Relevant Asset Owner. At the Relevant Asset Owner’s option, such Relevant Asset Owner may terminate this Lease (with respect to itself only), by providing written notice to the Related Refinery Owner on or before 180 days prior to the desired termination date if the Relevant Asset Owner ceases to operate the Applicable Assets at the Applicable Premises or ceases its business operations. In the event of such termination pursuant to this Section 2.1.2, such Related Refinery Owner shall retain the remaining Rent for the then current 12-month rental period as set forth in Section 2.3 as its sole and exclusive remedy for such early termination and shall refund to the Relevant Asset Owner any Rent relating to any period after such 12-month period.

2.2 Access.

2.2.1 Access. Each Related Refinery Owner hereby grants to the Relevant Asset Owner and its Affiliates, agents, employees and contractors (collectively, the “Relevant Asset Owner Parties”) free of charge, non-exclusive right of access to and use of those portions of such Related Refinery Owner’s Refinery Complex that are reasonably necessary for access to and/or the operation of the Applicable Assets by the Relevant Asset Owner as a stand-alone enterprise (the “Shared Access Facilities”), all so long as such access and use by any of the Relevant Asset Owner Parties does not unreasonably interfere in any material respect with the Related Refinery Owner’s operations at the Refinery Complex and complies with the Related Refinery Owner’s rules, norms and procedures governing safety and security at the Refinery Complex. For the avoidance of doubt, with respect to the Applicable Premises at the Tulsa Refinery Complex, the access rights granted to HEP Tulsa pursuant to this Section 2.2.1 shall include a non-exclusive rail line license to use the rail lines owned by HollyFrontier Tulsa situated on the Applicable Premises at the Tulsa Refinery Complex to the extent necessary for access to and/or the operation of the Tulsa Rail and

2

Truck Racks, which license shall be subject to all of the terms and conditions of this Lease, including this Section 2.2. The provisions of this Section 2.2.1 relate only to access and use of the Shared Access Facilities, and the Master Site Services Agreement shall cover all services that are to be provided by the Related Refinery Owner under the terms of the Master Site Services Agreement.

2.2.2 Retained Rights. Each Related Refinery Owner hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, the “Related Refinery Owner’s Parties”), the right of access to the Applicable Premises and the Applicable Assets located at the Refinery Complex of such Related Refinery Owner:

(a) to determine whether the conditions and covenants contained in this Lease are being kept and performed,

(b) to comply with Environmental Laws, and

(c) to inspect, maintain, repair, improve and operate the Service Assets and the Shared Access Facilities and any assets of such Related Refinery Owner located on such Applicable 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,

in each case, so long as such access by the Related Refinery Owner’s Parties does not unreasonably interfere in any material respect with the Relevant Asset Owner’s operations on the Applicable Premises and complies with such Relevant Asset Owner’s rules, norms and procedures governing safety and security at the Applicable Premises.

2.3 Rent. As rental for the Applicable Premises during the Applicable Term, each Relevant Asset Owner agrees to pay to the applicable Related Refinery Owner for each 12-month period of the Applicable Term One Hundred and 00/100 Dollars ($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 Applicable Term.

2.4 Place of Payment. All Rent and other fees due and payable to the Related Refinery Owner hereunder shall be payable at the Related Refinery Owner’s address set forth the Omnibus Agreement.

2.5 Net Lease. Except as otherwise expressly provided herein and in the Ancillary Agreements, this is a net lease and the Related Refinery Owner shall not at any time be required to pay any costs associated with the maintenance, repair, alteration or improvement of the Applicable Premises or to provide any services or do any act or thing with respect to the Applicable Premises or any part thereof or any appurtenances thereto. The Rent reserved herein shall be paid without any claim on the part of the Relevant Asset Owner for diminution, setoff or abatement and nothing shall suspend, abate or reduce any Rent to be paid hereunder, except as expressly provided herein.

ARTICLE 3

CONDUCT OF BUSINESS

3.1 Use of Applicable Premises. Each Relevant Asset Owner shall have the right to use the Applicable Premises:

(a) for the purpose of owning, operating, maintaining, repairing, replacing, improving, and expanding the Applicable Assets and the Additional Improvements as permitted herein, and

(b) for any other lawful purpose associated with the operation and ownership of the Applicable Assets and the Additional Improvements.

3

3.2 Waste. Subject to the obligations of the Related Refinery Owner under the Ancillary Agreements, the Relevant Asset Owner shall not commit, or suffer to be committed, any waste to the Applicable Premises, ordinary wear and tear or casualty excepted.

3.3 Governmental Regulations.

3.3.1 Compliance with Governmental Requirements. Subject to the obligations of the Related Refinery Owner to the Relevant Asset Owner under this Lease and the Ancillary Agreements including the indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner shall, at the Relevant Asset Owner’s sole cost and expense, at all times:

(a) comply with 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 Applicable Premises, and

(b) faithfully observe all Applicable Laws now in force or which may hereafter be in force pertaining to the Applicable Premises or the use, maintenance or operation thereof.

3.3.2 Notices. Each Relevant Asset Owner shall give prompt written notice to the Related Refinery Owner of such Relevant Asset Owner’s receipt from time to time of any notice of non-compliance, order or other directive from any court or other Governmental Authority under Applicable Laws, including Environmental Laws, relating to the Applicable Premises.

3.3.3 Right to Remedy. If a Related Refinery Owner reasonably believes at any time that a Relevant Asset Owner is not complying with all Applicable Laws (including requirements under Environmental Laws) with respect to the Applicable Assets and Additional Improvements, it will provide reasonable notice to the Relevant Asset Owner of such condition. If such Relevant Asset Owner 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 the Related Refinery Owner’s reasonable notice, the Related Refinery Owner may, without further notice to such Relevant Asset Owner, take such actions for such Relevant Asset Owner’s account. Within 30 days following the date the Related Refinery Owner delivers to such Relevant Asset Owner evidence of payment for those actions by the Related Refinery Owner reasonably necessary to cause the Applicable Assets and Additional Improvements to achieve compliance with Applicable Laws because of such Relevant Asset Owner’s failure to do so, the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on such Relevant Asset Owner’s behalf.

3.4 Permits .

3.4.1 Environmental Permits. Notwithstanding the Relevant Asset Owner’s obligation to maintain and operate the Applicable Assets and Additional Improvements and comply with Applicable Laws, the Related Refinery Owner and the Relevant Asset Owner acknowledge that the Related Refinery Owner may, as required by any applicable Governmental Authorities, maintain Environmental Permits under the federal Clean Air Act or similar state statutes in its name. Consequently and also for the ease of administration, the Related Refinery Owner may maintain in its name such air quality Environmental Permits and other authorizations applicable to all, or part of, the Applicable Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such Permits or Applicable Laws; provided that upon the Related Refinery Owner’s

4

written request the Relevant Asset Owner shall apply for, use commercially reasonable efforts to obtain and, if obtained, maintain any such Environmental Permits in its name, at such Relevant Asset Owner’s sole cost and expense. Except as provided in the preceding sentence, nothing in this Lease shall reduce the Relevant Asset Owner’s obligations under Applicable Laws with respect to the Applicable Assets and Additional Improvements.

3.4.2 Violation of Environmental Permits. If the Related Refinery Owner or one of such Related Refinery Owner’s Affiliates receives a notice of violation or enforcement action from a Governmental Agency, including the U.S. Environmental Protection Agency or a similar state agency alleging non-compliance with such Environmental Permits, and such non-compliance relates to the Applicable Assets, then the Relevant Asset Owner (and not the Related Refinery Owner or its Affiliates), will be responsible for promptly responding to any such notice of violation or enforcement action. The Related Refinery Owner 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 such Applicable Assets.

3.4.3 Cheyenne RCRA Permit. HollyFrontier Cheyenne will retain responsibility for complying with the terms of the Cheyenne RCRA Permit, including all obligations that apply or relate to the Applicable Assets located at the Cheyenne Refinery Complex. Cheyenne Logistics will and will cause its Affiliates to cooperate with and support HollyFrontier Cheyenne and its Affiliates (including CRDC) in satisfying any applicable compliance and reporting obligations under the Cheyenne RCRA Permit or Environmental Permits as they relate to the Cheyenne Assets and does hereby authorize HollyFrontier Cheyenne to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. Cheyenne Logistics confirms that it has received a copy of the Cheyenne RCRA Permit. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier Cheyenne or Cheyenne Logistics (or their respective Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Cheyenne Refinery Complex but owned by Cheyenne Logistics or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier Cheyenne or its Affiliates and shall be subject to the provisions of this Section 3.4.3 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Cheyenne Refinery Complex.

3.4.4 El Dorado RCRA Order. HollyFrontier El Dorado will retain responsibility for complying with the terms of the El Dorado RCRA Order, including all obligations that apply or relate to the El Dorado Assets. El Dorado Logistics will and will cause its Affiliates to cooperate with and support HollyFrontier El Dorado and its Affiliates in satisfying any applicable compliance and reporting obligations under the El Dorado RCRA Order or other Environmental Permits as they relate to the Applicable Assets located at the El Dorado Refinery Complex and does hereby authorize HollyFrontier 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 El Dorado RCRA Order. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier El Dorado or El Dorado Logistics (or their Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the El Dorado Refinery Complex but owned by El Dorado Logistics or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier El Dorado or its Affiliates and shall be subject to the provisions of this Section 3.4.4 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the El Dorado Refinery Complex.

3.4.5 Tulsa RCRA Permits. HollyFrontier Tulsa will retain responsibility for complying with the terms of the Tulsa RCRA Permits, including all obligations that apply or relate to the Applicable Assets located at the Tulsa Refinery Complex. HEP Tulsa will and will cause its Affiliates to cooperate

5

with and support HollyFrontier Tulsa and its Affiliates in satisfying any applicable compliance and reporting obligations under the Tulsa RCRA Permits and other Environmental Permits as they relate to the Applicable Assets at the Tulsa Refinery Complex and does hereby authorize HollyFrontier Tulsa to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. HEP Tulsa confirms that it has received copies of the Tulsa RCRA Permits. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier Tulsa or HEP Tulsa (or their respective Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Tulsa Refinery Complex but owned by HEP Tulsa or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier Tulsa or its Affiliates and shall be subject to the provisions of this Section 3.4.5 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Tulsa Refinery Complex.

3.4.6 Navajo RCRA Permit. HollyFrontier Navajo will retain responsibility for complying with the terms of the Navajo RCRA Permit, including all obligations that apply or relate to the Applicable Assets located at the Navajo Refinery Complex. HEP Pipeline will and will cause its Affiliates to cooperate with and support HollyFrontier Navajo and its Affiliates in satisfying any applicable compliance and reporting obligations under the Navajo RCRA Permit and other Environmental Permits as they relate to the Applicable Assets located at the Navajo Refinery Complex and does hereby authorize HollyFrontier Navajo to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. HEP Pipeline confirms that it has received a copy of the Navajo RCRA Permit. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier Navajo or HEP Pipeline (or their respective Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Navajo Refinery Complex but owned by HEP Pipeline or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier Navajo or its Affiliates and shall be subject to the provisions of this Section 3.4.6 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Navajo Refinery Complex.

3.4.7 Indemnification. The Parties acknowledge that any costs, penalties, fines or losses associated with responses to any notices of violation from the Environmental Protection Agency or a state agency under any such Environmental Permits (including the Cheyenne RCRA Permit, the El Dorado RCRA Order, the Tulsa RCRA Permits, or the Navajo RCRA Permit) may be the subject of indemnification under the Omnibus Agreement, and nothing in this Section 3.4.7 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).

3.5 Utilities. The Related Refinery Owner may, at its election, provide any utilities (electricity, natural gas, water, steam, etc.) necessary for the Relevant Asset Owner’s operation of the Applicable Assets in accordance with the provisions of the Master Site Services Agreement. Any other necessary utilities shall be provided by and at the sole expense of the Relevant Asset Owner

3.6 Tank Inspection and Repairs. Each Related Refinery Owner will reimburse the Relevant Asset Owner for the cost of performing the first API 653 inspection on each of the tanks included in the Applicable Assets (other than the tanks included in the Malaga Pipeline System) and any repairs or tests or consequential remediation that may be required to be made to such tanks 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 applicable Commencement Date, then the Relevant Asset Owner will bear the cost of any API 653 inspection and any required repair, testing or consequential remediation of such tank. In addition, the Relevant Asset Owner will be responsible for the costs of painting any tanks included in the Applicable Assets that require it.

6

3.7 Tank Inspection and Maintenance Plan. On an annual basis, the Relevant Asset Owner shall prepare and submit to the Related Refinery Owner a tank inspection and maintenance plan (which shall include an inspection plan, a cleaning plan, a decommissioning plan (if applicable), a waste disposal plan, details regarding scheduling, responsibility for permits and a budget) for the tankage included in the Applicable Assets (each, an “Annual Plan”). Each Relevant Asset Owner will use commercially reasonable efforts to submit its Annual Plan at least 30 days prior to the beginning of the calendar year covered by the Annual Plan. If the Related Refinery Owner consents to the submitted plan (which consent shall not be unreasonably withheld, conditioned or delayed), then the Relevant Asset Owner shall conduct tank maintenance in conformity with such approved Annual Plan (other than any deviations or changes from such plan to which the Related Refinery Owner consents (which consent shall not be unreasonably withheld, conditioned or delayed)). The Relevant Asset Owner will consider in good faith any comments or suggestions from the Related Refinery Owner to the Annual Plan or any deviations or changes to such Annual Plan as the Relevant Asset Owner shall request. Each Relevant Asset Owner will use its commercially reasonable efforts to schedule the activities under such Annual Plan to minimize disruptions to the operations of the Related Refinery Owner at the Refinery Complex.

3.8 Notice of Planned Shutdown. Each Related Refinery Owner shall deliver to the Relevant Asset Owner at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery Complex or any portion of the Refinery Complex of which the Related Refinery Owner has advance notice that would reduce the output of the Refinery Complex. Each Related Refinery Owner will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under the Master Throughput Agreement or Master Tolling Agreements, as applicable, that would result from such a shut down or reconfiguration.

3.9 Tulsa West Crude Tank Assets.

(a) HollyFrontier Tulsa hereby represents and warrants to HEP Tulsa that as of March 31, 2016, to HollyFrontier Tulsa’s knowledge, the Tulsa West Crude Tank 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 repair except for ordinary routine maintenance and repair. For the purposes of this Section 3.9(a), the phrase “to HollyFrontier Tulsa’s knowledge” means actual knowledge after reasonable inquiry of James M. Stump.

(b) HEP Tulsa acknowledges and agrees that HEP Tulsa’s sole and exclusive remedy with respect to any breach of the representation and warranty set forth in Section 3.9(a) shall be the indemnity provided for in Section 3.2(a)(vi)(F) of the Omnibus Agreement.

(c) EXCEPT FOR THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.9(a), HOLLYFRONTIER TULSA AND HEP TULSA ACKNOWLEDGE AND AGREE THAT NEITHER OF THEM HAS MADE, DOES MAKE, AND THEY SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATION, WARRANTY, PROMISE, COVENANT, AGREEMENT OR GUARANTY 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 TULSA WEST CRUDE TANK ASSETS, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE TULSA WEST CRUDE TANK ASSETS GENERALLY, INCLUDING THE PRESENCE OF LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS IN THE TULSA WEST CRUDE TANK ASSETS AND THE LAND ON WHICH THE TULSA WEST CRUDE TANK ASSETS ARE SITUATED, (II) THE INCOME TO BE DERIVED FROM THE TULSA WEST CRUDE TANK ASSETS, (III) THE SUITABILITY OF THE TULSA WEST CRUDE TANK ASSETS FOR ANY AND

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ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TULSA WEST CRUDE TANK ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR THE OMNIBUS AGREEMENT, NEITHER HOLLYFRONTIER TULSA NOR HEP TULSA IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE TULSA WEST CRUDE TANK ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.9 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 TULSA WEST CRUDE TANK ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR THE OMNIBUS AGREEMENT.

ARTICLE 4

ALTERATIONS, ADDITIONS AND IMPROVEMENTS

4.1 Additional Improvements. Subject to the provisions of this Article 4, each Relevant Asset Owner may make any alterations, additions, improvements or other changes to the Applicable Premises, and the Applicable Assets, and may request that the Related Refinery Owner make any alterations, additions, improvements or other changes to the Shared Access Facilities, as may be necessary or useful in connection with the operation of the Applicable Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Applicable Premises or any of the Shared Access Facilities, the Relevant Asset Owner shall notify the Related Refinery Owner in writing in advance and the parties shall:

(a) negotiate in good faith any increase to the fees paid by the Relevant Asset Owner under the Master Site Services Agreement;

(b) provide for reimbursement of any material increase in cost (if any) to the Related Refinery Owner under the Master Site Services Agreement that results from any modifications to the Applicable Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements; or

(c) proceed in such manner as otherwise mutually agreed by the Parties.

4.2 Quality; Compliance with Applicable Laws. Any alteration, addition, improvement or other change to the Applicable Assets or Additional Improvements (and, if agreed by the Relevant Asset Owner and the Related Refinery Owner, to the Applicable Premises and Shared Access Facilities) by the Relevant Asset Owner shall be made in a good and workmanlike manner and in accordance with all Applicable Laws.

4.3 Ownership. The Applicable Assets and all Additional Improvements shall remain the property of the Relevant Asset Owner and shall be removed by the Relevant Asset Owner within one year after termination of this Lease as to the Applicable Premises (provided that such can be removed by the Relevant Asset Owner without unreasonable damage or harm to the Applicable Premises or Refinery Complex) or, at the Relevant Asset Owner’s option exercisable by notice to the Related Refinery Owner, surrendered to the Related Refinery Owner upon the termination of this Lease.

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4.4 No Liens. No Relevant Asset Owner shall have the right or power to create or permit any lien of any kind or character on the Applicable Premises or Refinery Complex by reason of repair or construction or other work. Unless otherwise agreed in writing by the Relevant Asset Owner and the Related Refinery Owner, in the event any such lien is filed against the Applicable Premises or Refinery Complex, the Relevant Asset Owner shall cause such lien to be discharged or bonded within 30 days of the date of filing thereof.

ARTICLE 5

MAINTENANCE OF APPLICABLE PREMISES

5.1 Maintenance by the Relevant Asset Owner. Except as otherwise expressly provided in this Article 5 and in Article 7 or elsewhere in this Lease and subject to the obligations of the Related Refinery Owner and the Relevant Asset Owner under the Ancillary Agreements, including any indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner shall at its sole cost, risk and expense at all times keep the Applicable Premises and the Applicable Assets and Additional Improvements in good order and repair and in compliance with all Applicable Laws and make all necessary repairs thereto, structural and nonstructural, ordinary and extraordinary, and unforeseen and foreseen. For the avoidance of doubt, the Related Refinery Owner shall maintain, at its sole cost, risk and expense, any dikes, including those dikes surrounding tanks owned by the Relevant Asset Owner and whether or not the entire dike is located on the Applicable Premises, and any roads located on the Applicable Premises. As used in this Article 5, the term “repairs” shall include all necessary replacements, renewal, alterations and additions. All repairs made by the Relevant Asset Owner 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. The Relevant Asset Owner shall be responsible at its sole cost and expense for the proper handling, removal and disposal of all materials, debris, waste and Hazardous Substances generated or resulting from such repair and maintenance activities, all in accordance with Applicable Laws.

5.2 Operation. Subject to the obligations of the Related Refinery Owner and the Relevant Asset Owner in this Lease and under the Ancillary Agreements, including any indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner covenants and agrees to operate the Applicable Assets and Additional Improvements in accordance with normal and customary practices in the industry and all Applicable Laws now in force, or which may hereafter be in force.

5.3 Surrender of Applicable Premises. The Relevant Asset Owner shall at the expiration of the Applicable Term or at any earlier termination of this Lease as to the Applicable Assets, surrender the Applicable Premises to the Related Refinery Owner in as good condition as it received the same, ordinary wear and tear and limitations permitted by Article 7 excepted and in accordance with the provisions of Article 4.

5.4 Release of Hazardous Substances. The Relevant Asset Owner shall give prompt notice to the Related Refinery Owner of any release of any Hazardous Substances on or at the Applicable Premises or Shared Access Facilities that occur during the Applicable Term. The Relevant Asset Owner shall immediately take all steps necessary to contain or remediate (or both) any such release (at its own cost) and provide any governmental notifications required by Applicable Law. If the Related Refinery Owner believes at any time that the Relevant Asset Owner is failing to contain or remediate in compliance with all Applicable Laws (including Environmental Laws) any release arising from the Relevant Asset Owner’s operation of the Applicable Assets or Additional Improvements or the Relevant Asset Owner’s failure to comply with its obligations pursuant to this Lease, the Related Refinery Owner will provide reasonable notice to the Relevant Asset Owner of such failure. If the Relevant Asset Owner 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 the Related Refinery Owner’s reasonable notice, the Related Refinery Owner may,

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without further notice to the Relevant Asset Owner, take such actions for the Relevant Asset Owner’s account. Within 30 days following the date the Related Refinery Owner delivers to the Relevant Asset Owner evidence of payment for those actions by the Related Refinery Owner reasonably necessary to contain or remediate a release or otherwise achieve compliance with Applicable Laws or this Lease because of the Relevant Asset Owner’s failure to do so, the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on the Relevant Asset Owner’s behalf.

ARTICLE 6

TAXES, ASSESSMENTS

6.1 Relevant Asset Owner’s Obligation to Pay. The Relevant Asset Owner shall pay during the Applicable Term all Taxes assessed against the Applicable Premises, or improvements situated thereon, including the Applicable Assets and all Additional Improvements (including those Additional Improvements situated on the Shared Access Facilities but excluding any Shared Access Facilities and any Service Assets) (for purposes of this Article 6, collectively, the “Taxable Assets”) during the Applicable Term that are payable to any Governmental Authority assessed against or with respect to the Applicable Premises or the use or operation thereof during the Applicable Term. In the event that the Relevant Asset Owner fails to pay its share of such Taxes in accordance with the provisions of this Article 6 prior to the time the same become delinquent, the Related Refinery Owner may pay the same and the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on the Relevant Asset Owner’s behalf within 30 days following the date the Related Refinery Owner delivers to the Relevant Asset Owner evidence of such payment.

6.2 Manner of Payment. Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable 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 Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. 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, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.

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ARTICLE 7

EMINENT DOMAIN; CASUALTY; INSURANCE

7.1 Total Condemnation of Applicable Premises. If the whole of the Applicable Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose, then this Lease shall terminate with respect to such Applicable Premises 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 only a portion of the Applicable Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose, and if in the Relevant Asset Owner’s reasonable opinion such partial taking or condemnation renders the Applicable Premises unsuitable for the business of the Relevant Asset Owner, then this Lease shall terminate with respect to such Applicable Premises at the Relevant Asset Owner’s election as of the date title vests in any public agency, provided the Relevant Asset Owner delivers to the Related Refinery Owner 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 with respect to such Applicable Premises shall be prorated as of such effective date of termination.

7.3 Condemnation Award and Damages. The Related Refinery Owner shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee title of the Applicable Premises. The Relevant Asset Owner shall have the right to claim and recover from the condemning authority, but not from the Related Refinery Owner, such compensation as may be separately awarded or recoverable by the Relevant Asset Owner in the Relevant Asset Owner’s own right on account of any and all damage to the Applicable Assets, the Additional Improvements and/or the Relevant Asset Owner’s business by reason of the condemnation, including loss of value of any unexpired portion of the Applicable Term, and for or on account of any cost or loss to which the Relevant Asset Owner might be put in removing the Relevant Asset Owner’s personal property, fixtures, leasehold improvements and equipment, including the Applicable Assets and the Additional Improvements, from the Applicable Premises use good faith efforts to resolve such infeasibility.

7.4 Restoration of Applicable Premises. If the Applicable Assets and/or Additional Improvements are partially damaged by any casualty insured against under any insurance policy maintained by the Related Refinery Owner (a “Casualty Event”) or damaged by reason of a condemnation proceeding, the net amount that may be awarded or tendered to the Related Refinery Owner in such condemnation proceedings or realized from any applicable insurance policy in the event of a Casualty Event (less all legal and other expenses incurred by the Related Refinery Owner in connection therewith) shall (as long as the Relevant Asset Owner is not then in default hereunder) be used to pay for any repair, replacement or restoration by the Relevant Asset Owner of the Applicable Assets, the Additional Improvements and/or the remainder of the Applicable Premises hereof to the extent the Relevant Asset Owner desires any of the same to be repaired, replaced or restored and such repair, replacement or restoration is commercially practicable, as determined by the Related Refinery Owner in the exercise of its reasonable discretion. If it is so determined that such repair, replacement or restoration is not commercially practicable, the Relevant Asset Owner and the Related Refinery Owner shall use good faith efforts to resolve such infeasibility.

7.5 Rent Abatement. During any periods of time during which the Applicable Assets and/or Additional Improvements are destroyed, damaged by a Casualty Event or are being restored or reconstructed under the terms of Section 7.4, Rent hereunder shall be abated in the proportion that the Relevant Asset Owner’s use thereof is impacted, on the condition that the Relevant Asset Owner uses commercially reasonable efforts to mitigate the disruption to its business caused by such event.

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7.6 Insurance. Except as otherwise agreed by the Related Refinery Owner and the Relevant Asset Owner, the Relevant Asset Owner shall, during the Applicable Term, maintain or cause to be maintained property and casualty insurance (including pollution insurance coverage) on the Applicable Premises and the Applicable Assets and Additional Improvements in accordance with customary industry practices and with a licensed, reputable carrier.

ARTICLE 8

ASSIGNMENT AND SUBLETTING

8.1 Assignment and Subletting. Neither this Lease nor any of the rights or obligations hereunder shall be assigned by a the Related Refinery Owner without the prior written consent of the Relevant Asset Owner, or by a Related Asset Owner without the prior written consent of the Related Refinery Owner, in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that:

(a) The Related Refinery Owner or the Relevant Asset Owner may make such an assignment (including a partial pro rata assignment) to its Affiliate without the other’s consent,

(b) The Related Refinery Owner may make a collateral assignment of its rights and obligations hereunder, and

(c) The Relevant Asset Owner may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the Applicable Assets and/or Additional Improvements to a bona fide third party lender or debt holder, or trustee or representative for any of them, without the Related Refinery Owner’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to the Related Refinery Owner a non-disturbance agreement in such form as is reasonably satisfactory to the Related Refinery Owner and such third party lender, debt holder or trustee and the Related Refinery Owner 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 assigning Party agrees to require its respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Party, its obligations under this Lease.

8.2 Release of Assigning Party. Any assignment of this Lease by a Party in accordance with this Article 8 shall operate to terminate the liability of the assigning Party for all obligations under this Lease accruing after the date of any such assignment.

8.3 Consents.

(a) HollyFrontier Cheyenne hereby consents to the Asset Lease between Cheyenne Logistics, as Lessor, and CRDC, as Lessee, effective as of January 1, 2021.

(b) HollyFrontier Tulsa hereby consents to the Sublease Agreement between HEP Tulsa, as Lessor, and HollyFrontier Refining & Marketing LLC, as Lessee, effective as of January 1, 2021.

ARTICLE 9

DEFAULTS; REMEDIES; TERMINATION

9.1 Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by the Party for whom such event occurred:

(a) The failure by the Relevant Asset Owner to make when due any payment of Rent or any other payment required to be made by the Relevant Asset Owner hereunder, if such failure continues for a period of 90 days following written notice from the Related Refinery Owner;

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(b) The failure by a Party to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by such Party, if such failure continues for a period of 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner) following written notice from the non-defaulting the Relevant Asset Owner or the Related Refinery Owner; provided, however, if a reasonable time to cure such default would exceed 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner), such Party shall not be in default so long as it begins to cure such default within 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner) of receiving written notice from the non-defaulting Relevant Asset Owner or the Related Refinery Owner and thereafter completes the curing of such default within reasonable period of time (under the circumstances) following the receipt of such written notice; or

(c) The occurrence of any Bankruptcy Event.

9.2 Related Refinery Owner’s Remedies.

9.2.1 Termination Remedies. In the event of any such material default under or material breach of the terms of this Lease by the Relevant Asset Owner, the Related Refinery Owner may, at the Related Refinery Owner’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand:

(a) terminate this Lease with respect to the Relevant Asset Owner and the Relevant Asset Owner’s right to possession of the Applicable Premises, and

(b) thereafter repossess the Applicable Premises by any lawful means in which event the Relevant Asset Owner shall immediately surrender possession of the Applicable Premises to the Related Refinery Owner.

9.2.2 Right to Perform. If, by the terms of this Lease, the Relevant Asset Owner is required to do or perform any act or to pay any sum to a Third Party, and fails or refuses to do so, the Related Refinery Owner, after 30 days written notice to the Relevant Asset Owner, without waiving any other right or remedy hereunder for such default, may do or perform such act, at the Relevant Asset Owner’s expense, or pay such sum for and on behalf of the Relevant Asset Owner, and the amounts so expended by the Related Refinery Owner shall be repayable on demand, and bear interest from the date expended by the Related Refinery Owner until paid at 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.

9.2.3 Cumulative Remedies. The Related Refinery Owner may, at the Related Refinery Owner’s option, deduct any such amounts so expended by the Related Refinery Owner from any amounts owed hereunder or under any Ancillary Agreement. Any such action on the part of the Related Refinery Owner shall be in addition to any other remedy that may be available to the Related Refinery Owner for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

9.3 Relevant Asset Owner’s Remedies.

9.3.1 Remedies. In the event of any such default under or breach of the terms of this Lease by the Related Refinery Owner, the Relevant Asset Owner may, at the Relevant Asset Owner’s option, at any time thereafter that such default or breach remains uncured, after ten days prior written notice to the Related Refinery Owner:

(a) perform any act that the Related Refinery Owner is required to do, or

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(b) perform any act for or to pay any sum to a Third Party, at the Related Refinery Owner’s expense (to the extent the terms of this Lease require such performance at the Related Refinery Owner’s expense) or pay such sum for and on behalf of the Related Refinery Owner, and the amounts so expended by the Relevant Asset Owner shall be repayable on demand, and bear interest from the date expended by the Relevant Asset Owner until paid at the Post-Maturity Rate.

9.3.2 Cumulative Remedies. The Relevant Asset Owner may, at the Relevant Asset Owner’s option, deduct any such amounts so expended by the Relevant Asset Owner from the Rent and any other amounts owed hereunder or under any Ancillary Agreement. Any such action on the part of the Related Refinery Owner shall be in addition to any other remedy that may be available to the Related Refinery Owner for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

9.4 Tulsa Rail and Truck Racks. HEP Tulsa hereby waives its right under the Tulsa License to convert the licenses contained therein into a perpetual easement as a result of the termination of the Tulsa Equipment and Throughput Agreement, dated as of August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa.

ARTICLE 10

LIABILITY AND INDEMNIFICATION

10.1 Limitation of Liability; Indemnity. The Parties acknowledge and agree that the provisions relating to force majeure, indemnity and the limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Lease or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the Related Refinery Owners or the Relevant Asset Owners shall be liable in a particular circumstance, neither a the Related Refinery Owner nor the Relevant Asset Owner shall be liable to another Party for any default, loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that the Related Refinery Owner or the Relevant Asset Owner causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any Related Refinery Owner have any liability to another Related Refinery Owner, or shall any Relevant Asset Owner have any liability to another Relevant Asset Owner, for Damages, regardless of how caused or under any theory of recovery.

10.2 Survival. The provisions of this Article 10 shall survive the termination of this Agreement.

ARTICLE 11

OPTION

11.1 Applicability of Option. The provisions of this Article 11 shall apply to all Applicable Assets except the Woods Cross Pipeline Pad, the Artesia Pump and Receiving Station, the Tulsa Rail and Truck Racks, and, except as provided in Section 11.2, the Cheyenne Assets.

11.2 Grant of Option. Following the termination or expiration of the Master Throughput Agreement, Master Tolling Agreements or the Contango Services Agreement, as applicable, as it relates to a Refinery Complex, including any renewal, extension, or replacement agreement thereof pursuant thereto, the affected Related Refinery Owner shall have an option, and the affected Relevant Asset Owner hereby

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grants such option, to purchase the Applicable Assets and the Additional Improvements at such Refinery Complex at a cost equal to the fair market value thereof, as reasonably determined by the Related Refinery Owner and the Relevant Asset Owner.

11.3 Determination of Fair Market Value. In the event that the Related Refinery Owner and the Relevant Asset Owner cannot agree as to the fair market value of such Applicable Assets and the Additional Improvements, the Related Refinery Owner and the Relevant Asset Owner shall each select a qualified appraiser. The two appraisers shall give their opinion of the fair market value of such Applicable Assets and Additional Improvements 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 the determination of either appraiser and such choice of this third appraiser shall be final and binding on the Related Refinery Owner or the Relevant Asset Owner. Each of the Related Refinery Owner and the Relevant Asset Owner shall pay its own costs for its appraiser. Following the determination of the fair market value of the Applicable Assets and the Additional Improvements by the appraisers, the Related Refinery Owner and the Relevant Asset Owner shall equally share the costs of any third appraiser.

11.4 Cooperation. Upon the Related Refinery Owner’s exercise of the option granted pursuant to this Article 11, the Related Refinery Owner and the Relevant Asset Owner shall cooperate to convey the Applicable Assets and the Additional Improvements from the Relevant Asset Owner to the Related Refinery Owner. If the Related Refinery Owner chooses to exercise its option granted pursuant to this Article 11, the sale of the Applicable Assets and the Additional Improvements shall be subject to the receipt of any consents or waivers required pursuant to the Relevant Asset Owner’s credit facility or indentures then in effect.

11.5 Survival. The terms and conditions of this Article 11 shall survive the termination or expiration of this Lease or the Master Throughput Agreement or the Master Tolling Agreements, as applicable, with respect to the Related Refinery Owner and the Relevant Asset Owner.

11.6 Waiver. HollyFrontier Cheyenne and Cheyenne Logistics acknowledge and agree that, pursuant to the Letter Agreement, effective as of January 1, 2021, between HollyFrontier Refining & Marketing LLC and HEP Operating, the Master Throughput Agreement was terminated as to the Cheyenne Assets only. HollyFrontier Cheyenne hereby waives its rights pursuant to this Article 11 as a result of such termination.

ARTICLE 12

GENERAL PROVISIONS

12.1 Estoppel Certificates. The Related Refinery Owner and the Relevant Asset Owner shall, at any time and from time to time upon not less than 20 days prior written request from the other, 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 Applicable Premises or the leasehold evidenced by this Lease or any lender with respect to the Applicable Premises or the leasehold evidenced by this Lease. Nothing in this Section 12.1 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Applicable Premises by the Relevant Asset Owner.

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12.2 Notices. Any notice or other communication given under this Lease shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.

12.3 Severability. If any term or other provision of this Lease is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Lease 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 any 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 Lease 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.

12.4 Time of Essence. Time is of the essence in the performance of all obligations falling due hereunder.

12.5 Captions . The headings to Articles and Sections of this Lease are inserted for convenience of reference only and will not affect the meaning or interpretation of this Lease.

12.6 Entire Agreement This Lease constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between the Related Refinery Owner and the Relevant Asset Owner with respect to the subject matter hereof.

12.7 Waivers. To be effective, any waiver of any right under this Lease must be in writing and signed by a duly authorized officer or representative of the Party bound thereby. No waiver or waivers of any breach or default or any breaches or defaults by any Party of any term, condition or liability of or performance by any other Party of any duty or obligation hereunder shall be deemed or construed to be a waiver or waivers of any subsequent breaches or defaults of any kind, character or description under any circumstance. The acceptance of Rent hereunder by the Related Refinery Owner shall not be a waiver of any preceding breach by the Relevant Asset Owner of any provision hereof, other than the failure of the Relevant Asset Owner to pay the particular Rent so accepted, regardless of the Related Refinery Owner’s knowledge of such preceding breach at the time of acceptance of such Rent.

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

12.9 Binding Effect. This Lease will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives. Nothing in this Section 12.9 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Applicable Premises by the Relevant Asset Owner.

12.10 Amendment. This Lease may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto. If and to the extent the Relevant Asset Owner may have occupied any portion of the Applicable Premises prior to the date of a Prior Lease without the benefit of any written lease, license or other instrument, the Relevant Asset Owner and the Related Refinery Owner release and waive any claims that such Party may have against the other Party with respect to such prior occupancy.

12.11 No Partnership. The relationship between the Related Refinery Owner and the Relevant Asset Owner at all times shall remain solely that of the landlord and tenant and shall not be deemed a partnership or joint venture.

12.12 No Third Party Beneficiaries. Subject to the provisions Article 10 and Section 12.9. Any Person not a Party to this Lease shall have no rights under this Lease as a third party beneficiary or otherwise.

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12.13 Governing Law. THIS LEASE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE APPLICABLE PREMISES ARE LOCATED WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

12.14 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of the Related Refinery Owner and the Relevant Asset Owner will be required. If, during the Applicable Term of this Lease, changes in the operations, facilities or methods of either the Related Refinery Owner or the Relevant Asset Owner will materially benefit one of them without detriment to the other, the Related Refinery Owner or the Relevant Asset Owner commit to each other to make reasonable efforts to cooperate and assist each other.

12.15 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 carry out the purposes of this Lease and to more fully assure the Parties’ rights and interests provided for hereunder. The Parties each agree to reasonably cooperate with the other Parties on all matters relating to the required Permits and regulatory compliance by any Party in respect of the Applicable Premises so as to ensure continued full operation of the Relevant Assets by the Relevant Asset Owner pursuant to the terms of this Lease.

12.16 Waiver of the Related Refinery Owner’s Lien. To the extent permitted by Applicable Law, the Related Refinery Owner hereby expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon the Relevant Asset Owner’s personal property now or hereafter installed or placed in or on the Applicable Premises, which otherwise might exist to secure payment of the sums herein provided to be paid by the Relevant Asset Owner to the Related Refinery Owner.

12.17 Recording. Upon the request of the Related Refinery Owner or the Relevant Asset Owner, the Related Refinery Owner and the Relevant Asset Owner shall execute, acknowledge, deliver and record a “short form” memorandum of this Lease in a form mutually acceptable to the Related Refinery Owner and the Relevant Asset Owner. Promptly upon request by the Related Refinery Owner at any time following the expiration or earlier termination of this Lease with respect to such Related Refinery Owner and the Relevant Asset Owner, however such termination may be brought about, the Relevant Asset Owner shall execute and deliver to the Related Refinery Owner an instrument, in recordable form, evidencing the termination of this Lease with respect to the Related Refinery Owner and the Relevant Asset Owner and the release by the Relevant Asset Owner of all of the Relevant Asset Owner’s right, title and interest in and to the Applicable Premises existing under and by virtue of this Lease (the “Relevant Asset Owner Release”) and the Relevant Asset Owner grants the Related Refinery Owner an irrevocable power of attorney coupled with an interest for the purpose of executing the Relevant Asset Owner Release in the name of the Relevant Asset Owner. This Section 12.17 shall survive the termination of this Lease.

12.18 Warranty of Peaceful Possession. The Related Refinery Owner covenants and warrants that the Relevant Asset Owner, upon paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on the Relevant Asset Owner’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 Applicable Premises during the Applicable Term for the purposes permitted herein, and the Related Refinery Owner agrees to warrant and forever defend title to the Applicable Premises against the claims of any and all persons whomsoever lawfully claiming the same or any part thereof.

17

12.19 Survival. All obligations of the Related Refinery Owner and the Relevant Asset Owner 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. The Related Refinery Owner and the Relevant Asset Owner 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.

12.20 AS IS, WHERE IS. SUBJECT TO ALL OF THE OBLIGATIONS OF RELATED REFINERY OWNER UNDER THIS LEASE INCLUDING THOSE SET FORTH IN ARTICLE 5, ARTICLE 10 AND SECTION 12.18, RELEVANT ASSET OWNER HEREBY ACCEPTS THE APPLICABLE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND RELATED REFINERY OWNER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL CONDITION OF THE APPLICABLE PREMISES, INCLUDING THE APPLICABLE PREMISES’ MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

12.21 Relocation of Pipelines; Amendment. If the Related Refinery Owner elects to move certain pipelines within the Refinery Complex, and such relocation of the pipelines requires relocation of any of the Applicable Assets, then this Lease shall continue in full force and effect; provided, however, the Parties shall execute an amendment hereto reflecting the new location(s) of the Applicable Assets.

12.22 Counterparts. This Lease 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.

12.23 Joinder by Affiliates of Parties. From time to time, an Affiliate of the Relevant Asset Owner who own assets at a refinery (whether now or in the future owned by the Related Refinery Owner or its Affiliate), may desire to become a party to this Lease, upon such terms and conditions that such Relevant Asset Owner (or its Affiliate) and the applicable Related Refinery Owner may agree. The joinder of such Relevant Asset Owner’s Affiliate and/or the Related Refinery Owner’s Affiliate to this Agreement shall be effective upon the execution of a joinder agreement (a “Joinder”), in form and substance acceptable to such parties. The Joinder shall specify such Affiliate’s “Applicable Assets,” the “Applicable Term” and the applicable “Rent,” and shall include any provisions unique to such Affiliate’s assets. In executing the Joinder, such parties thereby acknowledge, represent and warrant that they have read and are familiar with the terms and conditions of this Lease and upon execution of the Joinder, and that this Lease is the binding and enforceable obligation of them, modified only as expressly set forth in such Joinder. The Joinder shall be for the sole purpose of joining such Affiliate(s) to this Lease and, except as expressly set forth in the Joinder only with respect to such Affiliate(s), shall not alter, modify or affect any of the terms or conditions of this Lease as they relate to such Affiliate(s), the Relevant Asset Owners or the Related Refinery Owners, all of which remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

18

The parties hereto have executed this Sixth Amended and Restated Master Lease and Access Agreement to be effective as of the Effective Date.

Related Refinery Owners:
	HOLLYFRONTIER EL DORADO REFINING LLC
	HOLLYFRONTIER CHEYENNE REFINING LLC
	HOLLYFRONTIER TULSA REFINING LLC
	HOLLYFRONTIER WOODS CROSS REFINING LLC
	HOLLYFRONTIER NAVAJO REFINING LLC
	By:	/s/ Thomas G. Creery
	Name:	Thomas G. Creery
	Title:	Senior Vice President, Commercial
Relevant Asset Owners:
	EL DORADO LOGISTICS LLC
	EL DORADO OPERATING LLC
	CHEYENNE LOGISTICS LLC
	HEP TULSA LLC
	WOODS CROSS OPERATING LLC
	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	President
	HEP WOODS CROSS, L.L.C.
	HEP PIPELINE, L.L.C

By: Holly Energy Partners – Operating, L.P., its sole member

By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	President

[Signature Page to Sixth Amended and Restated Master Lease and Access Agreement]

Exhibit A

to

Sixth Amended and Restated Master Lease and Access Agreement

Parties

1. HollyFrontier El Dorado and El Dorado Logistics with respect to the Applicable Premises at the El Dorado Refinery Complex

2. HollyFrontier Cheyenne and Cheyenne Logistics with respect to the Applicable Premises at the Cheyenne Refinery Complex

3. HollyFrontier Tulsa and HEP Tulsa with respect to the Applicable Premises at the Tulsa Refinery Complex

4. HollyFrontier Woods Cross and HEP Woods Cross with respect to the Applicable Premises at the Woods Cross Refinery Complex

5. HollyFrontier Navajo and HEP Pipeline with respect to the Applicable Premises at the Navajo Refinery Complex

6. HollyFrontier El Dorado and El Dorado Operating with respect to the Applicable Premises at the El Dorado Refinery Complex

7. HollyFrontier Woods Cross and Woods Cross Operating with respect to the Applicable Premises at the Woods Cross Refinery Complex

Exhibit A-1

Exhibit B

to

Sixth Amended and Restated Master Lease and Access Agreement

Master Lease and Access Agreement Amendments

Agreement	Effective Date	Reason for Amendment
Original Master Lease and Access Agreement	January 1, 2015	n/a
Amended and Restated Master Lease and Access Agreement	November 1, 2015	LLC Interest Purchase Agreement for certain El Dorado Refinery Assets
Second Amended and Restated Master Lease and Access Agreement	March 31, 2016	Purchase of certain Tulsa Refinery Assets by HEP Tulsa from a third party and construction of new tanks at the Tulsa Refinery Complex by HEP Tulsa
Third Amended and Restated Master Lease and Access Agreement	October 1, 2016	LLC Interest Purchase Agreement for the membership interests of Woods Cross Operating
Fourth Amended and Restated Master Lease and Access Agreement	January 1, 2017	Sale of Tanks 243 and 244 from El Dorado Logistics LLC to HollyFrontier El Dorado Refining LLC
First Amendment to Fourth Amended and Restated Master Lease and Access Agreement	October 13, 2017	Update the list of Applicable Assets for, and the legal description of, the El Dorado Refinery Complex
Fifth Amended and Restated Master Lease and Access Agreement	October 29, 2018	Update the list of Applicable Assets for the El Dorado Refinery Complex, the Cheyenne Refinery Complex and the Tulsa Refinery Complex
First Amendment to Fifth Amended and Restated Master Lease and Access Agreement	January 23, 2020	Update the Applicable Terms

Exhibit B-1

Exhibit C

to

Sixth Amended and Restated Master Lease and Access Agreement

Definitions

“Additional Improvements” is defined in Section 4.1.

“Affiliates” 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, for purposes of this Agreement, the Related Refinery Owners, on the one hand, and the Relevant Asset Owners, on the other hand, shall not be considered Affiliates of each other.

“Ancillary Agreements” means, collectively, any other agreement executed by the Related Refinery Owner and the Relevant Asset Owner in connection with the Relevant Asset Owner’s ownership of the Applicable Assets or the Relevant Asset Owner’s acquisition of the Applicable Assets, as the case may be, each as amended, supplemented or otherwise modified from time to time, and specifically includes the Omnibus Agreement.

“Annual Plan” is defined in Section 1.16.

“Applicable Assets” means the assets located at a Refinery Complex owned by the Relevant Asset Owner, identified on Exhibit E and any Additional Improvements.

“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 all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Applicable Premises” means those certain tracts or parcels of land on which the Applicable Assets are situated at a Refinery Complex, such land as to each of the Applicable Assets more particularly described or identified on Exhibit F together with all right, title and interest, if any, of the Related Refinery Owner 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 the Related Asset Owner and adjoining the land shown on said Exhibit F, but excluding (i) the Applicable Assets, and (ii) the Additional Improvements.

“Applicable Term” means the Applicable Term set forth on Exhibit E for the Applicable Assets as such Applicable Term may be extended from time to time pursuant to Exhibit E.

Exhibit C-1

“Bankruptcy Event” means, in relation to any Party,

(a) the making of a general assignment for the benefit of creditors by such Party;

(b) 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);

(c) the institution by such Party of proceedings:

(i) seeking to adjudicate such Party as bankrupt or insolvent or seeking protection or relief from creditors,

(ii) 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

(iii) 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

(d) the institution of any proceeding of the type described in the third bullet above against such Party, which proceeding shall not have been dismissed within ninety (90) days following its institution.

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

“Casualty Event” is defined in Section 7.4.

“Cheyenne Logistics” means Cheyenne Logistics LLC, a Delaware limited liability company.

“Cheyenne RCRA Permit” means Permit No. WYD051843613, issued by the Wyoming Department of Environmental Quality and effective as of July 5, 2018, to which the Cheyenne Refinery Complex is subject.

“Commencement Date” is defined in Exhibit E.

“Connection Facilities” is defined in the Master Site Services Agreement.

“Contango Services Agreement” means the Services Agreement between HollyFrontier Refining & Marketing LLC and HEP Operating, dated effective as of January 1, 2021.

“CRDC” means Cheyenne Renewable Diesel Company LLC, a Delaware limited liability company.

“El Dorado Logistics” means El Dorado Logistics LLC, a Delaware limited liability company.

“El Dorado Operating” means El Dorado Operating LLC, a Delaware limited liability company.

“El Dorado RCRA Order” means that certain administrative order to which the El Dorado Refinery Complex 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.

Exhibit C-2

“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 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.

“Environmental Permit” means a Permit issued under any Environmental Law.

“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 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.

“HEP Operating” means Holly Energy Partners-Operating, L.P., a Delaware limited partnership.

“HEP Pipeline” means HEP Pipeline, L.L.C., a Delaware limited liability company.

“HEP Tulsa” means HEP Tulsa LLC, a Delaware limited liability company.

“HEP Woods Cross” means HEP Woods Cross, L.L.C., a Delaware limited liability company.

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

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

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

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

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

“Lease” is defined in the preamble to this Lease.

“Master Site Services Agreement” shall mean the Fourth Amended and Restated Master Site Services Agreement among the Related Refinery Owners and the Relevant Asset Owners, dated effective as of January 1, 2021, as amended.

Exhibit C-3

“Master Throughput Agreement” means the Seventh Amended and Restated Master Throughput Agreement between HollyFrontier Refining & Marketing LLC and HEP Operating, dated effective as of January 1, 2021.

“Master Tolling Agreement” means the Master Tolling Agreement (Refinery Assets) dated effective as of November 1, 2015 between HollyFrontier El Dorado and HEP Operating, as amended, and the Amended and Restated Master Tolling Agreement (Operating Assets) dated effective as of October 1, 2016 between HollyFrontier El Dorado, HollyFrontier Woods Cross and HEP Operating, as amended.

“Navajo RCRA Permit” means Permit No. NMD048918817 issued by the New Mexico Environment Department in December 2010, to which the Navajo Refinery is subject.

“Omnibus Agreement” means the Twenty-First Amended and Restated Omnibus Agreement, effective as of January 1, 2021.

“Original Master Lease and Access Agreement” means that certain Master Lease and Access Agreement effective as of January 1, 2015 among the Related Refinery Owners and the Relevant Asset Owners (except El Dorado Operating).

“Party” and “Parties” has the meanings ascribed to such term in the preamble to this Lease.

“Permits” means all permits, licenses, franchises, authorities, consents, and approvals, as necessary under applicable Laws, including Environmental Laws, for operating the Assets and/or the Applicable 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” means 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 or (ii) the maximum non-usurious rate of interest permitted to be charged the Relevant Asset Owner under applicable Law.

“Prior Lease” means:

with respect to:
HollyFrontier El Dorado and El Dorado Logistics	Lease and Access Agreement (El Dorado), dated as of November 9, 2011, as amended by the First Amendment to Lease and Access Agreement (El Dorado), dated as of September 13, 2012, as further amended by the Second Amendment to Lease and Access Agreement (El Dorado), dated as of January 8, 2013, as further amended by the Third Amendment to Lease and Access Agreement (El Dorado), dated as of January 7, 2014
HollyFrontier Cheyenne and Cheyenne Logistics	Lease and Access Agreement (Cheyenne), dated as of November 9, 2011, as amended by the First Amendment to Lease and Access Agreement (Cheyenne), dated as of September 13, 2012
HollyFrontier Tulsa and HEP Tulsa	First Amended and Restated Lease and Access Agreement (Tulsa East), dated as of March 31, 2010 Equipment Sites, Access and Rail Line License Agreement (Tulsa Truck and Rail Equipment – Tulsa County, Oklahoma) dated as of August 1, 2009 (“Tulsa License”)

Exhibit C-4

HollyFrontier Woods Cross and HEP Woods Cross	Lease and Access Agreement (Woods Cross), dated as of February 29, 2008 and Lease and Access Agreement (Woods Cross Pipeline Pad), dated as of September 10, 2010
HollyFrontier Navajo and HEP Pipeline	Lease and Access Agreement (Artesia), dated as of February 29, 2008 and Lease and Access Agreement (Artesia Pump and Receiving Station), dated as of September 10, 2010

For the avoidance of doubt, “Prior Lease” does not include: (a) Lease and Access Agreement (Lovington) dated as of February 29, 2008, (b) Lease and Access Agreement (Lovington Asphalt Loading Rack and Terminal Building) dated as of March 31, 2010, (c) Lease and Access Agreement (Lovington Pump and Receiving Stations) dated as of September 10, 2010, (d) Amended and Restated Lease and Access Agreement (Artesia Truck Rack and Blending Facility) dated as of March 12, 2015, and (e) Equipment Sites, Access and License Agreement (Tulsa Interconnecting Pipelines) dated as of August 31, 2011.

“Refinery Complex” means:

with respect to:
HollyFrontier El Dorado, El Dorado Logistics and El Dorado Operating	the refinery complex owned by HollyFrontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas
HollyFrontier Cheyenne and Cheyenne Logistics	the refinery complex owned by HollyFrontier Cheyenne, commonly known as the Cheyenne Refinery, and located in the City of Cheyenne, Laramie County, Wyoming
HollyFrontier Tulsa and HEP Tulsa	collectively, the refinery complex owned by HollyFrontier Tulsa commonly known as the East Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma, and the refinery complex owned by HollyFrontier Tulsa commonly known as the West Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma
HollyFrontier Woods Cross, HEP Woods Cross and Woods Cross Operating	the refinery complex owned by HollyFrontier Woods Cross, commonly known as the Woods Cross Refinery, and located near the City of Woods Cross, Davis County, Utah
HollyFrontier Navajo and HEP Pipeline	the refinery complex owned by HollyFrontier Navajo, commonly known as the Navajo Refinery, and located near the City of Artesia, Eddy County, New Mexico

“Related Refinery Owner” means:

with respect to:	Related Refinery Owner
El Dorado Logistics or El Dorado Operating	HollyFrontier El Dorado
Cheyenne Logistics	HollyFrontier Cheyenne
HEP Tulsa	HollyFrontier Tulsa
HEP Woods Cross or Woods Cross Operating	HollyFrontier Woods Cross
HEP Pipeline	HollyFrontier Navajo

Exhibit C-5

“Related Refinery Owner’s Parties” is defined in Section 2.2.2.

“Relevant Asset Owner” means:

with respect to:	Relevant Asset Owner
HollyFrontier El Dorado	El Dorado Logistics or El Dorado Operating, as determined by the Applicable Asset
HollyFrontier Cheyenne	Cheyenne Logistics
HollyFrontier Tulsa	HEP Tulsa
HollyFrontier Woods Cross	HEP Woods Cross or Woods Cross Operating, as determined by the Applicable Asset
HollyFrontier Navajo	HEP Pipeline

“Relevant Asset Owner Release” is defined in Section 12.17.

“Relevant Asset Owner’s Parties” is defined in Section 2.2.1.

“Rent” is defined in Section 2.3.

“Service Assets” is defined in the Master Site Services Agreement as it relates to the Relevant Asset Owner and the Related Refinery Owner.

“Shared Access Facilities” is defined in Section 2.2(a).

“Tankage” means the storage tanks that are included in the Applicable Assets.

“Taxable Assets” is defined in Section 6.1.

“Taxes” means 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, 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, in each case, 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 the Related Refinery Owner and any franchise taxes imposed upon the Related Refinery Owner.

“Third Party” shall mean a Person which is not (a) the Related Refinery Owner or an Affiliate of the Related Refinery Owner, (b) the Relevant Asset Owner or an Affiliate of the Relevant Asset Owner or (c) a Person that, after the signing of this Lease becomes a successor entity of the Related Refinery Owner, the Relevant Asset Owner or any of their respective Affiliates. An employee of the Related Refinery Owner or the Relevant Asset Owner shall not be deemed an Affiliate.

“Tulsa East RCRA Permit” means Permit No. 990750960 issued by the Oklahoma Department of Environmental Quality on December 1, 2020, to which the East Tulsa Refinery is subject.

Exhibit C-6

“Tulsa Rail and Truck Racks” means the assets identified in Subpart D of Exhibit E-3.

“Tulsa RCRA Order” that certain administrative order (No. 15-215) dated November 9, 2015, issued by the Oklahoma Department of Environmental Quality on November 9, 2015, to which the West Tulsa Refinery and East Tulsa Refinery are subject.

“Tulsa RCRA Permits” means, collectively, the Tulsa RCRA Order, the Tulsa West RCRA Permit and the Tulsa East RCRA Permit.

“Tulsa West Crude Tanks” means the Tankage identified in Subpart C of Exhibit E-3.

“Tulsa West RCRA Permit” means Permit No. 058078775 issued by the Oklahoma Department of Environmental Quality on June 1, 2009, to which the West Tulsa Refinery is subject.

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

Exhibit C-7

Exhibit D

to

Sixth Amended and Restated Master Lease and Access Agreement

Interpretation

As used in this Lease, unless a clear contrary intention appears

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

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

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

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

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

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

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

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

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

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

Exhibit D-1

Exhibit E

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Term and Applicable Assets

Location	Applicable Term1	Applicable Assets
El Dorado Refinery Complex
For El Dorado Logistics	Commencement Date: November 1, 2011 End Date: November 1, 2061 (midnight)	See Exhibit E-1
For El Dorado Operating	Commencement Date: November 1, 2015 End Date: November 1, 2065 (midnight)	See Exhibit E-8
Cheyenne Refinery Complex
For Cheyenne Logistics	Commencement Date: November 1, 2011 End Date: November 1, 2061 (midnight)	See Exhibit E-2
Tulsa Refinery Complex
Group 1 Assets and Group 2 Assets	Commencement Date: March 31, 2010 End Date: March 31, 2060 (midnight)	See Exhibit E-3
Tulsa West Tankage Assets and Receiving Pipelines	Commencement Date: March 31, 2016 End Date: March 31, 2066 (midnight)	See Exhibit E-3
Tulsa Rail and Truck Racks	Commencement Date: January 1, 2021 End Date: March 31, 2066 (midnight)	See Exhibit E-3
Woods Cross Refinery Complex
For HEP Woods Cross	Commencement Date: February 29, 2008 End Date: February 28, 2058 (midnight)	Applicable Assets at Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad) See Exhibit E-4
	Commencement Date: September 10, 2010 End Date: February 28, 2058 (midnight)	Woods Cross Pipeline Pad See Exhibit E-5
For Woods Cross Operating	Commencement Date: October 1, 2016 End Date: October 1, 2066 (midnight)	See Exhibit E-9

¹  At the end of the initial Applicable Term for each Applicable Premises, the term of this Lease as to such Applicable Premises shall be automatically renewed for a maximum of our (4) successive ten-year periods thereafter, subject in all cases to the termination rights set forth in Section 2.1 of the Lease.

Exhibit E

Location	Applicable Term1	Applicable Assets
Navajo Refinery Complex
	Commencement Date: February 29, 20082 End Date: February 28, 2058 (midnight)	Applicable Assets at Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units) See Exhibit E-6
	Commencement Date: September 10, 2010 End Date: February 28, 2058 (midnight)	Artesia Pump and Receiving Stations See Exhibit E-7
	Commencement Date: January 23, 2020 End Date: February 28, 2058 (midnight)	LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-10 and all related equipment See Exhibit E-10

²  Notwithstanding the Commencement Date with respect to the Applicable Assets at the Navajo Refinery Complex described in Item 1 of Exhibit E-6, the Commencement Date with respect to the Applicable Assets at the Navajo Refinery Complex described in Item 2 of Exhibit E-6 shall be January 1, 2021.

Exhibit E

Exhibit E-1

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: El Dorado Refinery Complex (for El Dorado Logistics)

1. The following storage tanks located on the Land described under “Storage Tanks” and “Propane Tank Loading Rack and Tanks 600-621” on Exhibit F-1.

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
1		DEMO
2		DEMO
3	Heavy Slop Oil	40,425
15	ULSD	12,422
16	Light Slop	28,880
17	Finish Gasoline	92,740
18	Finish Gasoline	88,600
19	Finish Gasoline	90,733
20	Finish Gasoline	17,961
21	ULSD	120,639
23	ULSD	113,182
24	ULSD	119,269
25		DEMO
29	CRU1/2 Feed	33,723
30	CRU1/2 Feed	39,417
31	ULSD/Dock	23,792
32	Finish Gasoline	74,847
64	Finish Gasoline	17,961

Exhibit E-1

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
65	Finish Gasoline	17,941
66	CRU1/2 Feed	22,582
75	ULSK	24,938
78	ULSK	9,226
127	Heavy Slop	20,504
654	Sour Distilate	77,596
642	HTU2 Chg. (sour naptha)	78,511
655	HTU2 Chg. (sour naptha)	76,750
649	HTU4 Chg.	100,000
137	Gas Oil/Sour diesel	192,000
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
650	ULSD Dock	36,000
178	VTB Sales	80,000
192		DEMO
212	Coker Chg. (VTB)	96,951
658	Coker Chg (VTB)	96,436
215	AV Jet	67,529
216	Alkylate	72,618

Exhibit E-1

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
218	Gas Oil	77,675
219	Reformate	71,466
220	Light Naptha	71,495
221	Intermediate Naptha	71,508
222	Intermediate Naptha	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	Diesel (RAM)	1,923
250	FCCU Gasoline	75,354
251	FCCU Gasoline	75,968
252	FCCU Gasoline	75,968
253	Isom (Pentanes)	74,653
254	Isopentane	19,318
255	Isopentane	19,318
256	TEL Wash	950
447	Finish Gasoline	17,730
448	Gasoline	16,109
453	Ethanol	5,121
457	HTU3 Chg, LSR	32,690

Exhibit E-1

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
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
617	Propane	625
618	Propane	625
619	Propane	625
620	Propane	575

Exhibit E-1

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
621	Propane	100
640	Coker Chg (VTB)	66,859
641	Biodiesel	6,813
647	Naptha/Diesel	76,600
651	Heavy Atmospheric Gas Oil (HAGO)	32,346
653	Heavy Atmospheric Gas Oil (HAGO)	32,344
656	Diesel (Ram Oil)	500
657	Diesel (Ram Oil)	500

2. The Refined Products Truck Loading Rack located on the Land described under “Refined Products Truck Loading Rack” on Exhibit F-1.

3. The Propane Truck Loading Rack located on the Land described under “Propane Truck Loading Rack” on Exhibit F-1.

Exhibit E-1

Exhibit E-2

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Cheyenne Refinery Complex (Cheyenne Logistics)

1. The following storage tanks located on the Land described under “Storage Tanks” on Exhibit F-2.

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS3
1-107	Intermediate Distillate	69,942
1-013		DEMO
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		DEMO
1-021	Sweet Naphtha / VRU	9,867
1-027	Premium No Lead Service	5,038
1-028		DEMO
1-029		DEMO
1-032	Diesel	10,124
1-033		DEMO
1-040		DEMO
1-048		DEMO
1-049		DEMO
1-050		DEMO

³  Nominal capacity is approximate

Exhibit E-2

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS3
1-051		DEMO
1-052	PG 58-28 (Asphalt)	72,017
1-053	FCCU Slurry	13,506
1-054	FCCU Slurry	24,938
1-055		DEMO
1-056		DEMO
1-058		DEMO
1-090		DEMO
1-091	Water Service	69,965
1-093		DEMO
1-094		DEMO
1-095		DEMO
1-106	Naphtha	120,000
1-108	Distillate	107,000
1-117		DEMO
2-015	ULSD	29,114
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

Exhibit E-2

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS3
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		DEMO
2-060	Burner/Distillate	9,846
2-061	Sweet Naphtha	10,096
2-062	Naphtha	9,970
2-063	Crude HSR	10,096
2-067		9,577
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	Finished NL Gasoline	80,278
2-100	LSR/LSG	41,978
2-101	Soybean Oil Feed	67,021
2-102	No Lead Gas	80,278
2-104	Reformate	54,749
2-105	Cat Gas Oil	54,954
2-118	Light Straight Run	40,609

Exhibit E-2

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS3
2-119	FCCU Cat Gas	40,609
2-161	Finished Diesel	40,485

2. The Refined Products Truck Loading Rack, including the Vapor Recovery Unit, located on the Land described under “Refined Products Truck Loading Rack” on Exhibit F-2.

3. The two Propane Loading Spots located on the Land described under “Propane Loading Spots” on Exhibit F-2.

4. The four Crude Oil LACTS Units located on the Land described under “Crude Oil LACTS Units” on Exhibit F-2.

5. The Crude Receiving Pipeline located on the Land described under “Crude Receiving Pipeline” on Exhibit F-2.

Exhibit E-2

Exhibit E-3

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Tulsa Refinery Complex

A. Group 1 Assets located on the land described on Exhibit F-3

1. The following storage tanks located at the Tulsa East Refinery:

TANK ID	REFINED PRODUCT	CAPACITY (BBLS)
10A	ULSD #2 (XT)	67,145
11A	ULSD #2 (XT)	64,382
12	Naphtha	32,000
45	Decant	5,700
102	Kerosene	37,500
103	Kerosene	37,500
104A	ULSD #2 (XT)	37,500
110A	ULSD#2	67,145
111		DEMO
115A	ULSD #2 (XT)	151,000
215	ULSD #2 (XT)	151,000
116A	Kerosene	50,860
117	ULSD #2 (XT)	63,000
444A	Gasoline Blendstock	32,832
450A	Premium Unleaded	12,000
451		DEMO
452A	USLD #2 (XT)	12,000
464A	Unleaded Regular	80,000
465A	Unleaded Regular	79,320
466	Unleaded Regular	79,320
467A	Unleaded Regular	80,000
470A	Unleaded Regular	151,020
472	Unleaded Regular	151,000
473A	Premium Unleaded (ST)	151,020
601	Unleaded Regular	19,000
602	Premium Unleaded (ST)	10,000
603	Out of Service	DEMO
605	Ethanol	5,000
606	Empty	500

Exhibit E-3

2. The Asphalt Truck Loading Rack

3. The Propane Truck Loading Rack

4. The Gasoline/Diesel/Jet Fuel Truck Loading Rack

5. Two Product Delivery Pipelines

B. Group 2 Assets located on the land described on Exhibit F-3

1. The following storage tanks located at the Tulsa East Refinery:

TANK ID	CURRENT SERVICE	CAPACITY (BBLS)
1	Crude	130,450
2	Crude	130,000
3	Crude	116,579
8	Crude	130,233
123	CSO	37,500
471A	Unleaded Regular	151,020
107A	Flux/Asphalt	55,954
108A	Flux/Asphalt	37,500
109	Flux/Asphalt	37,500
125	Flux/Asphalt	37,500
131	Flux/Asphalt	37,500
442		DEMO
445A	Gasoline blendstock	32,787
446		DEMO
460	LSR	80,000
461A	LSR	80,000
17	FCCU LCO	37,500
114	Raw Diesel	131,000
9	Raw gas oil	150,260
15	Raw gas oil	130,000
16	Raw gas oil-Sour	151,078
6A	Raw naphtha	69,082
4	Scanfiner feed	120,566
40	Raw gas oil	5,734
41	CSO	4,032
34	Truck loading-64/22 asphalt	11,798
36A	Truck loading-58/28 asphalt	11,500
124A	Flux/Asphalt	37,500
18A	Slop	37,500

Exhibit E-3

31	Slop	15,000
7A	Naphtha	69,082
14	Naphtha	55,000

2. The Rail Loading Rack

3. The Truck Unloading Rack

C. Tulsa West Crude Tanks located on the land described on Exhibit F-3

The following storage tanks located at the Tulsa West Refinery:

TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
13	Crude/Lef	55,000
186	Crude/Lef	55,000
187	Crude/Lef	55,000
188	Crude/Lef	55,000
244	Crude/Lef	55,000
874	Crude/Lef	121,000

D. Tulsa Rail and Truck Racks located on the land described on Exhibit F-3

1. Lube Oil Rail Rack

2. Wax Rail Rack

3. Black Oil Rail Rack

4. Lube Oil Truck Rack

5. Extract Truck Rack

6. Wax Truck Rack

7. Extract Rail Rack

8. Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack

9. SW MEK Tank 702 Truck Rack

Exhibit E-3

Exhibit E-4

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Woods Cross Refinery Complex

(excluding the Woods Cross Pipeline Pad)

1. Crude oil tanks identified as numbers 103, 121 and 126 located on the land described on Exhibit F-4

Exhibit E-4

Exhibit E-5

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Woods Cross Pipeline Pad

1. 12” HEP to UNEV refined products pipeline origin trap and piping, associated SCADA Control building and satellite dish.

2. 8” HEP to Chevron refined products pipeline origin trap and piping.

3. 10” HEP to Pioneer refined products pipeline origin trap and piping.

4. All equipment, machinery, fixtures and other tangible personal property and improvements used or held for use exclusively in connection with the assets described above, to the extent currently owned by the Relevant Asset Owner.

5. All other assets used or held for use exclusively in connection with or constituting the assets described above, to the extent owned by the Relevant Asset Owner.

Exhibit E-5

Exhibit E-6

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Navajo Refinery Complex

(excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)

1. Crude oil tanks identified as numbers 437 and 1225 (replacement tank for tank 439) located on the land described on Exhibit F-6

2. Refined products tanks identified as Tanks 0020, 0021, 0022 and 0023 located on the land described on Exhibit F-6.

Exhibit E-6

Exhibit E-7

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Artesia Pump and Receiving Stations

1. El Paso 8”/12” Products Pipeline Originating Pump Station

2. Four Corners 12” Products Pipeline Originating Pump Station

3. Lovington 8” Pipeline Receiving Station

4. Lovington 10” Pipeline Receiving Station

5. Lovington 16” Pipeline Receiving Station

6. Natural Gas 8” Pipeline Receiving Station

7. El Paso 6” Pipeline Pump Station

8. Roswell 4” Pipeline Pump Station

9. All equipment, machinery, fixtures and other tangible personal property and improvements used or held for use exclusively in connection with the assets described above, to the extent currently owned by the Relevant Asset Owner.

10. All other assets used or held for use exclusively in connection with or constituting the assets described above, to the extent owned by the Relevant Asset Owner.

Exhibit E-7

Exhibit E-8

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: El Dorado Refinery Complex (for El Dorado Operating)

The following located on the land described on Exhibit F-8

1. Hydrogen Generation Unit within the El Dorado Refinery Complex. The unit has nameplate capacity to produce 17mm standard cubic feet of hydrogen per day, using a feedstock primarily composed of natural gas (methane).

2. Naphtha Fractionation Unit within the El Dorado Refinery Complex. The unit has a nameplate capacity of 48,000 barrels per day of naphtha feedstock input and produces assorted intermediate and final petroleum products.

Exhibit E-8

Exhibit E-9

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Woods Cross Refinery Complex (for Woods Cross Operating)

The following located on the land described on Exhibit F-9:

1. “Crude Unit 2” is an atmospheric distillation tower within the Woods Cross Refinery Complex, with a nameplate capacity of 15,000 barrels per day.

2. “FCC Unit 2” is a fluid catalytic cracking unit within the Woods Cross Refinery Complex, with a nameplate capacity of 8,000 barrels per day.

3. “Polymerization Unit” is a polymerization unit within the Woods Cross Refinery Complex, a nameplate capacity of up to 2,500 barrels per day.

Exhibit E-8

Exhibit E-10

to

Sixth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Navajo Refinery Complex

LACT Units #6007102, #6007102, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-10 and all related equipment

1. LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-10 and all related equipment.

Exhibit E-10

Exhibit F

to

Sixth Amended and Restated Master Lease and Access Agreement

Description of Applicable Premises

1. El Dorado Refinery Complex (for El Dorado Logistics)

[See Exhibit F-1]

2. Cheyenne Refinery Complex

[See Exhibit F-2]

3. Tulsa Refinery Complex

[See Exhibit F-3]

4. Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)

[See Exhibit F-4]

5. Woods Cross Pipeline Pad

[See Exhibit F-5]

6. Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)

[See Exhibit F-6]

7. Artesia Pump and Receiving Stations

[See Exhibit F-7]

8. El Dorado Refinery Complex (for El Dorado Operating)

[See Exhibit F-8]

9. Woods Cross Refinery Complex (for Woods Cross Operating)

[See Exhibit F-9]

10. Navajo Refinery Complex (LACT Units)

[See Exhibit F-10]

Exhibit F

For the avoidance of doubt, the Applicable Premises as to Tankage includes only that portion of the land described above upon which the Applicable Assets are situated and does not extend beyond the circular footprint of such Applicable Assets, the legal descriptions set forth herein notwithstanding.

Exhibit F

Exhibit F-1

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for El Dorado Refinery Complex]

Storage Tanks

Tract 1

(Tanks 3, 15, and 448)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 32°39’24” East a distance of 1,674.34 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 76.12 feet;

THENCE South 01°41’08” East a distance of 193.10 feet;

THENCE South 87°48’56” East a distance of 148.93 feet;

THENCE South 00°58’18” East a distance of 135.27 feet;

THENCE North 87°33’48” West a distance of 160.50 feet;

THENCE North 89°06’29” West a distance of 122.95 feet;

THENCE South 00°20’29” East a distance of 129.20 feet;

THENCE South 89°32’57” West a distance of 97.73 feet;

THENCE North 01°15’33” West a distance of 274.71 feet;

THENCE North 47°02’18” East a distance of 68.31 feet;

THENCE North 90°00’00” East a distance of 102.25 feet;

THENCE North 00°29’09” East a distance of 133.98 feet to the POINT OF BEGINNING.

Said tract of land containing 87,220 square feet or 2.0023 acres more or less.

Exhibit F-1

Tract 2

(Tank 16)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 20°04’17” East a distance of 2,155.66 feet to the POINT OF BEGINNING;

THENCE North 88°49’54” East a distance of 111.73 feet;

THENCE South 00°00’00” West a distance of 104.04 feet;

THENCE North 73°01’07” West a distance of 114.41 feet;

THENCE North 01°54’37” West a distance of 68.39 feet to the POINT OF BEGINNING.

Said tract of land containing 9,512 square feet or 0.2184 acres more or less.

Tract 3

(Tanks 17, 642, 650 and 447)

A tract of land lying in the South Half of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Southeast Quarter of said Section 10, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 11°35’46” West a distance of 1,415.56 feet to the POINT OF BEGINNING;

THENCE North 88°54’16” East a distance of 969.62 feet;

THENCE South 00°10’29” West a distance of 173.43 feet;

THENCE North 89°52’18” West a distance of 296.67 feet;

THENCE South 00°18’30” East a distance of 135.24 feet;

THENCE South 89°39’45” West a distance of 664.39 feet;

THENCE North 01°40’43” West a distance of 293.51 feet to the POINT OF BEGINNING.

Said tract of land containing 249,588 square feet or 5.7298 acres more or less.

Exhibit F-1

Tract 4

(Tanks 18, 19, 20, 32, 64, 65, 75, and 78)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 21°40’09” East a distance of 271.04 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 393.08 feet;

THENCE North 68°12’37” East a distance of 124.83 feet;

THENCE South 89°29’19” East a distance of 112.89 feet;

THENCE South 00°03’51” East a distance of 753.65 feet;

THENCE North 89°22’39” West a distance of 164.23 feet;

THENCE South 00°37’23” West a distance of 164.14 feet;

THENCE South 88°59’44” West a distance of 101.76 feet;

THENCE North 01°01’21” West a distance of 80.96 feet;

THENCE North 89°41’01” West a distance of 111.36 feet;

THENCE South 00°00’43” East a distance of 221.61 feet;

THENCE North 88°49’10” West a distance of 214.01 feet;

THENCE North 05°15’42” West a distance of 444.99 feet;

THENCE North 01°16’34” East a distance of 565.11 feet to the POINT OF BEGINNING.

Said tract of land containing 547,812 square feet or 12.5760 acres more or less.

Tract 5

(Tanks 21, 23, 24, 31, 654, 225, 226, 227, 490 and 641)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 367.57 feet to the POINT OF BEGINNING;

Exhibit F-1

THENCE North 87°36’17” East a distance of 205.95 feet;

THENCE North 01°21’23” West a distance of 295.87 feet;

THENCE South 89°31’50” East a distance of 254.89 feet;

THENCE South 03°51’33” East a distance of 186.25 feet;

THENCE South 44°13’56” West a distance of 107.82 feet;

THENCE South 00°03’30” West a distance of 349.66 feet;

THENCE North 87°40’25” East a distance of 332.81 feet;

THENCE North 44°22’24” East a distance of 131.44 feet;

THENCE North 02°12’14” West a distance of 271.63 feet;

THENCE South 90°00’00” West a distance of 104.46 feet;

THENCE North 00°57’20” West a distance of 250.58 feet;

THENCE North 88°25’31” East a distance of 383.91 feet;

THENCE South 02°28’23” East a distance of 305.23 feet;

THENCE South 73°43’44” East a distance of 150.78 feet;

THENCE South 07°50’03” East a distance of 396.39 feet;

THENCE South 87°40’29” West a distance of 586.33 feet;

THENCE South 03°00’15” East a distance of 378.52 feet;

THENCE South 88°37’24” West a distance of 660.09 feet;

THENCE North 03°22’06” West a distance of 360.11 feet;

THENCE North 00°47’50” East a distance of 117.28 feet;

THENCE North 34°42’44” West a distance of 71.74 feet;

THENCE North 01°03’34” West a distance of 292.29 feet to the POINT OF BEGINNING.

Said tract of land containing 861,557 square feet or 19.7786 acres more or less.

Exhibit F-1

Tract 6

(Tanks 215, 216 and 220)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of said Southwest Quarter bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 659.86 feet;

THENCE South 88°22’51” West a distance of 69.13 feet to the POINT OF BEGINNING;

THENCE South 00°23’41” East a distance of 649.43 feet;

THENCE South 51°54’01” West a distance of 129.14 feet;

THENCE South 01°57’31” East a distance of 116.60 feet;

THENCE South 42°49’35” East a distance of 148.03 feet;

THENCE South 00°18’42” West a distance of 187.73 feet;

THENCE South 88°14’37” West a distance of 301.63 feet;

THENCE North 02°28’43” West a distance of 1,142.50 feet;

THENCE North 88°22’51” East a distance of 344.60 feet to the POINT OF BEGINNING.

Said tract of land containing 348,642 square feet or 8.0037 acres more or less.

Tract 7

(Tanks 219, 221, 222, 223, 224, 250, 251, and 252)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 659.86 feet;

THENCE South 88°22’51” West a distance of 543.81 feet to the POINT OF BEGINNING;

THENCE South 00°13’26” West a distance of 212.34 feet;

THENCE South 50°35’42” West a distance of 96.96 feet;

Exhibit F-1

THENCE South 00°19’06” West a distance of 133.48 feet;

THENCE South 61°15’16” East a distance of 95.60 feet;

THENCE South 02°58’18” East a distance of 1,328.34 feet;

THENCE South 45°00’29” West a distance of 167.07 feet;

THENCE North 82°34’14” West a distance of 168.65 feet;

THENCE North 29°08’28” West a distance of 126.92 feet;

THENCE North 02°25’20” West a distance of 642.84 feet;

THENCE North 89°47’54” West a distance of 350.79 feet;

THENCE North 01°55’16” West a distance of 1,103.08 feet;

THENCE North 88°22’51” East a distance of 686.21 feet to the POINT OF BEGINNING.

Said tract of land containing 998,424 square feet or 22.9207 acres more or less.

Tract 8

(Tank 218)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 34°03’37” West a distance of 2,849.63 feet to the POINT OF BEGINNING;

THENCE South 88°56’22” East a distance of 86.29 feet;

THENCE South 52°23’25” East a distance of 114.29 feet;

THENCE South 04°00’10” East a distance of 129.69 feet;

THENCE South 87°47’37” West a distance of 262.75 feet;

THENCE North 04°11’10” West a distance of 131.33 feet;

THENCE North 47°12’38” East a distance of 117.57 feet to the POINT OF BEGINNING.

Said tract of land containing 47,374 square feet or 1.0876 acres more or less.

Exhibit F-1

Tract 9

(Tanks 655, 649, 137, 138 and 139)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 40°38’07” West a distance of 1,838.56 feet to the POINT OF BEGINNING;

THENCE North 89°52’55” East a distance of 626.05 feet;

THENCE South 38°45’27” East a distance of 142.27 feet;

THENCE South 00°34’29” West a distance of 514.76 feet;

THENCE South 37°41’51” West a distance of 200.54 feet;

THENCE South 88°37’07” West a distance of 324.57 feet;

THENCE South 01°24’13” East a distance of 445.50 feet;

THENCE South 87°42’39” West a distance of 227.55 feet;

THENCE North 41°39’02” West a distance of 131.37 feet;

THENCE North 01°20’52” West a distance of 1,059.76 feet;

THENCE North 36°53’11” East a distance of 109.68 feet to the POINT OF BEGINNING.

Said tract of land containing 727,128 square feet or 16.6926 acres more or less.

Tract 10

(Tanks 142 and 143)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 09°57’01” East a distance of 492.35 feet to the POINT OF BEGINNING;

THENCE North 88°29’25” East a distance of 502.80 feet;

THENCE South 62°40’57” East a distance of 63.92 feet;

THENCE South 02°58’50” East a distance of 345.87 feet;

Exhibit F-1

THENCE South 86°20’48” West a distance of 564.35 feet;

THENCE North 02°02’46” West a distance of 397.70 feet to the POINT OF BEGINNING.

Said tract of land containing 216,393 square feet or 4.9677 acres more or less.

Tract 11

(Tanks 254, 255 and 256)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 79°15’07” East a distance of 773.84 feet to the POINT OF BEGINNING;

THENCE North 86°28’46” East a distance of 53.25 feet;

THENCE South 02°46’48” East a distance of 84.29 feet;

THENCE South 00°25’57” East a distance of 216.62 feet;

THENCE South 90°00’00” West a distance of 101.39 feet;

THENCE North 02°37’59” West a distance of 213.57 feet;

THENCE North 85°32’03” East a distance of 52.49 feet;

THENCE North 00°00’00” East a distance of 80.11 feet to the POINT OF BEGINNING.

Said tract of land containing 27,360 square feet or 0.6281 acres more or less.

Tract 12

(Tanks 178, 212, 658, 230, and 231)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 85°06’15” East a distance of 2,940.18 feet to the POINT OF BEGINNING;

THENCE North 86°03’54” East a distance of 311.95 feet;

Exhibit F-1

THENCE North 01°23’53” West a distance of 20.44 feet;

THENCE North 89°55’17” East a distance of 90.83 feet;

THENCE South 05°33’23” East a distance of 56.08 feet;

THENCE South 56°05’10” West a distance of 250.51 feet;

THENCE South 02°24’10” East a distance of 390.70 feet;

THENCE South 88°55’11” West a distance of 200.37 feet;

THENCE North 01°34’52” West a distance of 547.97 feet to the POINT OF BEGINNING.

Said tract of land containing 132,389 square feet or 3.0392 acres more or less.

Tract 13

(Tanks 159 and 167)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 88°43’03” East a distance of 3,230.68 feet to the POINT OF BEGINNING;

THENCE North 84°50’40” East a distance of 88.48 feet;

THENCE South 01°50’55” East a distance of 151.75 feet;

THENCE South 87°42’39” West a distance of 91.86 feet;

THENCE North 00°28’33” West a distance of 147.39 feet to the POINT OF BEGINNING.

Said tract of land containing 13,468 square feet or 0.3092 acres more or less.

Tract 15

(Tank 127)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 06°28’34” East a distance of 2,059.89 feet to the POINT OF BEGINNING;

THENCE North 88°10’23” East a distance of 71.34 feet;

Exhibit F-1

THENCE South 00°00’00” West a distance of 75.05 feet;

THENCE South 88°06’47” West a distance of 69.07 feet;

THENCE North 01°44’12” West a distance of 75.09 feet to the POINT OF BEGINNING.

Said tract of land containing 5,269 square feet or 0.1210 acres more or less.

Tract 16

(Tanks 29, 30 and 66)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 03°42’00” East a distance of 1,759.51 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 403.67 feet;

THENCE South 00°22’16” East a distance of 330.67 feet;

THENCE North 89°28’46” West a distance of 117.79 feet;

THENCE North 33°56’44” West a distance of 141.90 feet;

THENCE West a distance of 200.23 feet;

THENCE North 02°18’54” West a distance of 212.06 feet to the POINT OF BEGINNING.

Said tract of land containing 103,314 square feet or 2.3718 acres more or less.

Tract 17

(Tank 453)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 23°15’01” East a distance of 2,282.23 feet to the POINT OF BEGINNING;

THENCE North 80°38’00” East a distance of 79.33 feet;

THENCE South 02°43’41” East a distance of 79.83 feet;

Exhibit F-1

THENCE South 87°44’00” West a distance of 76.81 feet;

THENCE North 04°21’13” West a distance of 70.07 feet to the POINT OF BEGINNING.

Said tract of land containing 5,834 square feet or 0.1339 acres more or less.

Tract 18

(Tanks 253)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 86°51’28” East a distance of 958.25 feet to the POINT OF BEGINNING;

THENCE North 87°00’38” East a distance of 220.65 feet;

THENCE South 03°00’49” East a distance of 218.94 feet;

THENCE South 90°00’00” West a distance of 223.64 feet;

THENCE North 02°16’23” West a distance of 207.30 feet to the POINT OF BEGINNING.

Said tract of land containing 47,316 square feet or 1.0862 acres more or less.

Tract 19

(Tanks 457 and 458)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 55°24’56” East a distance of 937.55 feet to the POINT OF BEGINNING;

THENCE North 88°27’38” East a distance of 153.75 feet;

THENCE South 02°19’34” East a distance of 325.75 feet;

THENCE South 89°03’40” West a distance of 151.24 feet;

THENCE North 02°46’32” West a distance of 324.21 feet to the POINT OF BEGINNING.

Said tract of land containing 49,544 square feet or 1.1374 acres more or less.

Exhibit F-1

Tract 20

(Tank 640)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 88°28’37” East a distance of 2,901.96 feet to the POINT OF BEGINNING;

THENCE continuing North 88°28’37” East a distance of 161.88 feet;

THENCE South 01°09’07” East a distance of 166.25 feet;

THENCE South 89°49’48” West a distance of 161.29 feet;

THENCE North 01°21’57” West a distance of 162.44 feet to the POINT OF BEGINNING.

Said tract of land containing 26,553 square feet or 0.6096 acres more or less.

Tract 21

(Tank 647)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 869.29 feet;

THENCE South 03°51’33” East a distance of 264.28 feet;

THENCE South 44°13’56” West a distance of 107.82 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 414.78 feet;

THENCE South 02°12’14” East a distance of 242.38 feet;

THENCE South 44°22’24” West a distance of 131.44 feet;

THENCE South 87°40’25” West a distance of 332.81 feet;

Exhibit F-1

THENCE North 00°03’30” East a distance of 349.66 feet to the POINT OF BEGINNING.

Said tract of land containing 139,420 square feet or 3.2006 acres, more or less.

Refined Products Truck Loading Rack

Tract 22

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the southwest corner of the said Southwest Quarter of Section 10, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 33°26’24” East a distance of 92.46 feet to the POINT OF BEGINNING;

THENCE North 00°54’02” West a distance of 138.96 feet;

THENCE North 06°15’19” West a distance of 148.36 feet;

THENCE North 01°00’00” West a distance of 339.22 feet;

THENCE North 01°59’23” West a distance of 106.61 feet;

THENCE North 89°03’14” East a distance of 359.11 feet;

THENCE South 00°54’13” East a distance of 376.13 feet;

THENCE South 86°14’59” West a distance of 11.84 feet;

THENCE South 00°57’00” East a distance of 387.49 feet;

THENCE South 89°26’08” West a distance of 309.78 feet;

THENCE North 36°44’24” West a distance of 36.56 feet to the POINT OF BEGINNING.

Said tract of land containing 264,128 square feet or 6.0635 acres more or less.

Propane Tank Loading Rack and Tanks 600-621

Tract 23

A tract of land lying in the Southeast Quarter of Section 9, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

Exhibit F-1

COMMENCING at the southeast corner of the said Southeast Quarter of Section 9, from whence the northeast corner of the Southeast Quarter of Section 9, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 08°04’04” West a distance of 963.22 feet to the POINT OF BEGINNING;

THENCE South 88°56’02” West a distance of 354.67 feet;

THENCE North 01°31’06” West a distance of 361.38 feet;

THENCE North 45°34’52” West a distance of 273.12 feet;

THENCE North 00°53’06” West a distance of 297.39 feet;

THENCE North 88°50’01” East a distance of 548.73 feet;

THENCE South 01°01’16” East a distance of 854.46 feet to the POINT OF BEGINNING.

Said tract of land containing 380,628 square feet or 8.7380 acres more or less.

Tract 24

Tank #651, 653, 656 and 657

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 88°28’37” East a distance of 3,063.84 feet to the POINT OF BEGINNING;

THENCE continuing North 88°28’37” East a distance of 167.06 feet;

THENCE South 00°28’33” East a distance of 294.99 feet;

THENCE North 89°55’17” East a distance of 7.96 feet;

THENCE South 01°23’53” East a distance of 20.44 feet;

THENCE South 86°03’54” West a distance of 171.82 feet;

THENCE North 01°09’07” West a distance of 322.82 feet to the POINT OF BEGINNING.

Said tract of land containing 52,919 square feet or 1.2149 acres more or less.

Tract 25

[Intentionally Omitted]

Exhibit F-1

Exhibit F-2

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Cheyenne Refinery Complex]

Refined Products Truck Loading Rack

Parcel 1

(Refined Products Truck Loading Rack)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Refined Products Loading Rack”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 2618.15 feet S42°52’48”W of the NE corner of Section 5; thence S77°12’49”E a distance of 263.13 feet (80.201 meters) to a point; thence S26°12’16”E a distance of 367.85 feet (112.122meters) to a point; thence S 63°47’44”W a distance of 250.00 feet (76.200 meters) to a point; thence N26°12’16”W a distance of 533.41 feet (162.584 meters) to a point; thence N63°47’44”E a distance of 45.49 feet (13.864 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Storage Tanks

Parcel 2

(Tanks 1-014, 1-015, 1-016, 1-017, 1-021, 1-027,

1-032, 1-106, 1-107 and 1-108)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 106, 107, 13, 14, 15, 16, 17, 21, 27, 32, 33, 40, 48, 49 and 108. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 2401.59 feet S48°27’49”W of the NE corner of Section 5; thence N63°49’26”E a distance of 220.00 feet (67.056 meters) to a point; thence N26°12’ 16“W a distance of 100.00 feet (30.48 meters) to a point; thence N63°49’26“E a distance of 245.00 feet (74.676 meters) to a point; thence S26°12’16”E a distance of 634.22 feet (193.311 meters) to a point; thence N63°47’44”E a distance of 85.00 feet (25.908 meters) to a point; thence S26°12’16”E a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 90.00 feet (27.432 meters) to a point; thence S26°12’16”E a distance of 195.55 feet (59.603 meters) to a point; thence S63°56’07”W a distance of 50.00 feet (15.240 meters) to a point; thence N26°12’16”W a distance of 195.42 feet (59.566 meters) to a point; thence S63°47’44”W a distance of 75.00 feet (22.860 meters) to a point; thence S26°12’16”E a distance of 85.00 feet (25.908 meters) to a point; thence S63°47’44”W a distance of 189.94 feet (57.893 meters) to a point; thence N26°12’16”W a distance of 85.00 feet (25.908 meters) to a point; thence N63°47’44”E a distance of 100.03 feet (30.490 meters) to a point; thence N26°10’34”W a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 100.00 feet (30.480 meters) to a

Exhibit F-2

point; thence N26°10’34”W a distance of 279.49 feet (85.189 meters) to a point; thence S63°47’44”W a distance of 145.28 feet (44.281 meters) to a point; thence N26°12’16”W a distance of 254.96 feet (77.713 meters) to a point, said point being the Point of Beginning.

The above parcel of land containing 6.0 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 3

(Tank Nos. 1-052, 1-053, 1-054, and 1-091)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 91, 54, 52 and 53. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1892.53 feet S46°24’53”W of the NE corner of Section 5; to a point; thence N63°44’44”E a distance of 313.33 feet (95.502 meters) to a point; thence S26°03’53”E a distance of 142.48 feet (43.429 meters) to a point; thence N 63°56’07”E a distance of 140.00 feet (42.672 meters) to a point; thence S26°03’53”E a distance of 367.00 feet (111.862 meters) to a point; thence S 26°03’53”E a distance of 184.57 feet (56.257 meters) to a point; thence S 63°47’44”W a distance of 321.63 feet (98.034 meters) to a point; thence N26°12’16”W a distance of 90.00 feet (27.432 meters) to a point; thence N 63°47’44”E a distance of 35.00 feet (10.668 meters) to a point; thence N26°12’16”W a distance of 129.27 feet (39.400 meters) to a point; thence N63°44’44”E a distance of 80.00 feet (24.384 meters) to a point; thence N26°12’16”W a distance of 165.00 feet (50.292 meters) to a point; thence S63°44’44”W a distance of 245.00 feet (74.676 meters) to a point; thence N26°12’16”W a distance of 310.00 feet (94.488 meters) to the Point of Beginning.

The above parcel of land containing 5.1 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 6

(Tank Nos. 2-015, 2-016, 2-017, 2-020, 2-021, 2-022, 2-023, 2-028,

2-034, 2-035, 2-070, 2-071, 2-100, 2-101, 2-102, 2-104 and 2-105)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 15, 16, 17, 20, 21, 22, 23, 28, 34, 35, 36, 70, 71, 100, 101, 102, 104, and 105. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1047.11 feet S39°14’59”W of the NE corner of Section 5; to a point; thence N63°47’10”E a distance of 736.38 feet (224.450 meters) to a point; thence N63°47’10”E a distance of 89.79 feet (27.368 meters) to a point; thence east a distance of 155.88 feet (47.513 meters) along a non-tangential curve concave north having a radius of 6010.00 feet (1831.852 meters) and a central angle of 1°29’10”; to a point; thence S00°00’00”E a distance of 191.71 feet (58.435 meters) to a point; thence S90°00’00”E a distance of 80.00 feet (24.384 meters) to a point; thence S00°00’00”W a distance of 95.00 feet (28.956 meters) to a point; thence N90°00’00”W a distance of 180.00 feet (54.864 meters) to a point; thence S00°00’00”W a distance of 195.00 feet (59.436 meters) to a point; thence N90°00’00”W a distance of 135.00 feet (41.148 meters) to a point; thence S00°00’00”W a distance of 90.00 feet (27.432 meters) to a point; thence N89°41’14”W a distance of 303.77 feet (92.589 meters) to a point; thence S00°18’46”W a distance of 155.00 feet (47.244meters) to a point; thence N82°04’49”W a distance of 169.19 feet (51.570 meters) to a point; thence N26°03’53”W a distance of 419.99 feet (128.014 meters) to the Point of Beginning.

Exhibit F-2

The above parcel of land containing 8.9 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 7

(Tank Nos. 2-060, 2-061, 2-062, 2-063 and 2-067)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 60, 61, 62, 63, 67. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 991.00 feet S09°14’44”E of the NE corner of Section 5; to a point; thence N00°00’00”E a distance of 130.00 feet (39.624 meters) to a point; thence S90°00’00”E a distance of 175.00 feet (53.340 meters) to a point; thence S00°00’00”W a distance of 75.00 feet (22.860 meters) to a point; thence N90°00’00”W a distance of 65.00 feet (19.812 meters) to a point; thence S00°00’00”W a distance of 55.00 feet (16.764 meters) to a point; thence N90°00’00”W a distance of 110.00 feet (33.528 meters) to the Point of Beginning.

The above parcel of land containing 0.4 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 8

(Tank Nos. 2-072, 2-073, 2-074 and 2-075)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 72, 73, 74, and 75. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 1448.28 feet S15°00’04”W of the NE corner of Section 5; said corner monumented by a ³⁄₄” x 24” rebar with a 1 ¹⁄₂” aluminum cap stamped PE PLS 9283; thence N63°56’07”E a distance of 147.49 feet (44.956 meters) to a point; thence S26°03’53”E a distance of 245.00 feet (74.676 meters) to a point; thence N63°56’07”E a distance of 220.00 feet (67.056 meters) to a point; thence S26°03’53”E a distance of 400.00 feet (121.920 meters) to a point; thence S63°56’07”W a distance of 160.00 feet (48.768 meters) to a point; thence N26°03’53”W a distance of 310.00 feet (94.488 meters) to a point; thence S63°56’07”W a distance of 207.49 feet (63.244 meters) to a point; thence N26°03’53”W a distance of 269.50 feet (82.144 meters) to a point; thence N26°03’53”W a distance of 65.50 feet (19.964 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Exhibit F-2

Crude Oil LACTS Units

Parcel 5

(Four Crude Oil LACTS Units)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the “Crude LACTS Unit”. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1435.52 feet S27°15’55”W of the NE corner of Section 5; to a point; thence N63°56’07”E a distance of 160.00 feet (48.768 meters) to a point; thence S67°32’22”E a distance of 135.21 feet (41.212 meters) to a point; thence S47°28’57”W a distance of 260.20 feet (79.310 meters) to a point; thence N26°03’53”W a distance of 175.00 feet (53.340 meters) to the Point of Beginning.

The above parcel of land containing 0.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Propane Loading Spots

Parcel 9

(Two Propane Loading Spots)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined as the “LPG Loading & Unloading Dock”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 3728.67 feet S74°53’31”W of the NE corner of Section 4; thence S02°52’25“W a distance of 200.00 feet (60.960 meters); thence N87°07’35“W a distance of 50.00 feet (15.240 meters); thence N02°52’25“E a distance of 200.00 feet (60.960 meters); thence S87°07’35“E a distance of 50.00 feet (15.240 meters) to the Point of Beginning.

The above parcel of land containing 0.2 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Crude Receiving Pipeline

Parcel 10

(Pipeline Easement)

A parcel situate in the NW1/4 of Section 4 and the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Pipeline Easement”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 527.07 feet S04°36’50”W of the NE corner of Section 5; thence S85°00’51“E a distance of 57.02 feet (17.379 meters) to a point; thence S00°38’13“W a distance of 598.12 feet (182.309 meters) to a point; thence S88°54’22“W a distance of 41.07 feet (12.519 meters) to a point; thence S02°20’56“W a distance of 70.33 feet (21.436 meters) to a point; thence N87°39’04“W a distance of 9.17 feet (2.796 meters) to a point; thence S23°42’20“W a distance of 70.42 feet (21.464 meters) to a point; thence S60°19’01“E a distance of 44.53 feet (13.572 meters) to a point; thence S09°52’15“E a distance of 134.30 feet (40.935 meters) to a point; thence S04°08’32“E a distance of 86.91 feet (26.490 meters) to a point; thence S65°23’34“W a distance of 93.43 feet (28.477 meters) to a point; thence S24°36’26“E a distance of 13.79 feet (4.203 meters) to a point; thence S78°18’41“E a distance of 58.03 feet (17.686 meters) to a point; thence S11°41’19“W a distance of 20.00

Exhibit F-2

feet (6.096 meters) to a point; thence N78°18’41“W a distance of 43.34 feet (13.209 meters) to a point; thence S24°36’26“E a distance of 62.13 feet (18.938 meters) to a point; thence S61°54’06“W a distance of 56.80 feet (17.314 meters) to a point; thence N27°08’41“W a distance of 32.02 feet (9.760 meters) to a point; thence S63°29’56“W a distance of 47.36 feet (14.436 meters) to a point; thence N50°44’04“W a distance of 22.69 feet (6.916 meters) to a point; thence N39°15’56“E a distance of 20.00 feet (6.096 meters) to a point; thence S50°44’04“E a distance of 9.76 feet (2.975 meters) to a point; thence N63°29’55“E a distance of 71.65 feet (21.838 meters) to a point; thence N25°02’54“W a distance of 53.17 feet (16.205 meters) to a point; thence N77°38’15“W a distance of 110.08 feet (33.552 meters) to a point; thence N29°58’48“W a distance of 25.55 feet (7.786 meters) to a point; thence N56°07’26“E a distance of 17.11 feet (5.214 meters) to a point; thence N11°55’04“W a distance of 25.72 feet (7.838 meters) to a point; thence N56°55’04“W a distance of 7.69 feet (2.344 meters) to a point; thence N33°04’56“E a distance of 20.00 feet (6.096 meters) to a point; thence S56°55’04“E a distance of 15.98 feet (4.869 meters) to a point; thence S11°55’04“E a distance of 55.35 feet (16.870 meters) to a point; thence S77°38’15“E a distance of 85.38 feet (26.025 meters) to a point; thence N65°23’34“E a distance of 91.95 feet (28.028 meters) to a point; thence N04°08’32“W a distance of 72.03 feet (21.953 meters) to a point; thence N09°52’15“W a distance of 123.88 feet (37.759 meters) to a point; thence N60°19’01“W a distance of 53.12 feet (16.192 meters) to a point; thence N23°42’20“E a distance of 109.85 feet (33.483 meters) to a point; thence N02°20’56“E a distance of 61.93 feet (18.876 meters) to a point; thence N88°54’22“E a distance of 40.50 feet (12.345 meters) to a point; thence N00°38’13“E a distance of 560.18 feet (170.744 meters) to a point; thence N85°00’51“W a distance of 38.48 feet (11.729 meters) to a point; thence N04°59’07“E a distance of 20.00 feet (6.096 meters) to the Point of Beginning.

The above parcel of land containing 0.8 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 12

(Tank #2-118)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 783.85 feet S09°29’20”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.50 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 13

(Tank #2-119)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Exhibit F-2

Beginning at the northeast corner of said parcel, said corner being 976.71 feet S07°36’10”E of the NW corner of Section 4; thence S00°00’00”E a distance of 10.00 feet to a point; thence N90°00’00”E a distance of 30.00 feet to a point; thence S00°00’00”E a distance of 130.00 feet to a point; thence N90°00’00”W a distance of 165.27 feet to a point; thence N0°06’42”E a distance of 140.00 feet to a point; thence N90°00’00”E a distance of 135.00 feet to the Point of Beginning.

The above parcel of land containing 0.52 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

PARCEL 14

Tank #2-161

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 905.77 feet S14°49’22”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.5 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Exhibit F-2

Exhibit F-3

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Tulsa Refinery Complex]

HEP AREA 1

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 00°54’11” West, along the west line of the East Half of the Northwest Quarter of said Section 23, a distance of 50.00 feet to the POINT OF BEGINNING;

THENCE continuing North 00°54’11” West, along said west line, a distance of 568.06 feet;

THENCE North 89°30’18” East a distance of 209.09 feet;

THENCE North 46°07’38” East a distance of 26.81 feet;

THENCE North 00°05’25” West a distance of 70.74 feet;

THENCE North 89°24’48” East a distance of 133.17 feet;

THENCE South 00°05’25” East a distance of 87.50 feet;

THENCE North 89°24’48” East a distance of 138.57 feet;

THENCE South 39°08’10” East a distance of 13.47 feet;

THENCE South 01°06’24” East a distance of 559.60 feet to a point on the northerly right-of-way line of West 35^th Place as established by that certain QUIT CLAIM DEED in favor of Tulsa County recorded in Book 240, Page 133, Tulsa County records;

THENCE South 89°29’57” West, along said northerly right-of-way line, a distance of 510.53 feet to the POINT OF BEGINNING.

Said tract containing 301,738 square feet or 6.9270 acres more or less.

Exhibit F-3

HEP AREA 2

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 89°29’57” East, along the south line of the Northwest Quarter of said Section 23, a distance of 1,329.11 feet to the southwest corner of the Northeast Quarter of said Section 23;

THENCE North 00°58’58” West, along the west line of the said Northeast Quarter, a distance of 2,650.41 feet to the northwest corner of the said Northeast Quarter;

THENCE North 89°15’56” East, along the north line of said Northeast Quarter, a distance of 142.62 feet;

THENCE South 00°42’27” East a distance of 15.00 feet to the POINT OF BEGINNING;

THENCE North 89°17’33” East a distance of 100.00 feet;

THENCE South 00°42’27” East a distance of 63.39 feet;

THENCE South 89°17’33” West a distance of 100.00 feet;

THENCE North 00°42’27” West a distance of 63.39 feet to the POINT OF BEGINNING.

Said tract containing 6,339 square feet or 0.1455 acres more or less.

HEP AREA 2A (Tank 36A)

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 54.77 feet;

THENCE South 00°58’59” East a distance of 194.44 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 100.00 feet;

THENCE South 00°58’59” East a distance of 110.00 feet;

THENCE South 89°01’01” West a distance of 100.00 feet;

THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.

Said tract of land containing 11,000 square feet or 0.2525 acres more or less.

Exhibit F-3

HEP AREA 3

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 00°54’11” West, along the west line of the East Half of the Northwest Quarter of said Section 23, a distance of 1,626.70 feet;

THENCE North 89°05’49” East a distance of 506.89 feet to the POINT OF BEGINNING;

THENCE North 00°44’21” West a distance of 801.29 feet;

THENCE North 85°18’00” East a distance of 84.27 feet;

THENCE South 83°31’38” East a distance of 117.32 feet;

THENCE South 77°40’15” East a distance of 167.89 feet;

THENCE South 82°22’57” East a distance of 82.28 feet;

THENCE South 00°09’34” West a distance of 740.74 feet;

THENCE South 89°01’16” West a distance of 433.79 feet to the POINT OF BEGINNING.

Said tract containing 343,387 square feet or 7.8831 acres more or less.

HEP AREA 4

A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at northwest corner of the East Half of the Southwest Quarter of said Section 14;

THENCE South 01°13’44” East, along the west line of the East Half of the Southwest Quarter of said Section 14, a distance of 737.49 feet to the POINT OF BEGINNING;

THENCE North 89°55’05” East a distance of 264.65 feet;

THENCE North 01°21’11” West a distance of 401.49 feet;

THENCE North 88°59’11” East a distance of 401.89 feet;

THENCE South 01°15’38” East a distance of 401.87 feet;

THENCE North 89°05’13” East a distance of 387.71 feet;

THENCE South 01°05’‘02” East a distance of 1,179.39 feet;

Exhibit F-3

THENCE South 89°05’59” West a distance of 387.07 feet;

THENCE North 01°30’14” West a distance of 795.92 feet;

THENCE South 88°04’21” West a distance of 395.99 feet;

THENCE South 01°21’23” East a distance of 787.85 feet;

THENCE South 89°19’45” West a distance of 265.47 feet to a point on the west line of the East Half of the Southwest Quarter of said Section 14;

THENCE North 01°13’44” West, along said west line, a distance of 1,180.67 feet to the POINT OF BEGINNING.

Said tract containing 1,087,366 square feet or 24.9625 acres more or less.

HEP AREA 5

A tract of land lying in the Southeast Quarter of Section 14, and Government Lots 5 and 6 of Section 13, all in Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’59” East, along the common line between said Sections 14 and 13, a distance of 712.02 feet to the POINT OF BEGINNING;

THENCE North 89°41’22” East a distance of 298.19 feet;

THENCE South 16°36’34” East a distance of 394.53 feet;

THENCE South 11°29’12” East a distance of 374.39 feet;

THENCE South 88°37’53” West a distance of 538.01 feet;

THENCE South 00°10’17” East a distance of 375.72 feet;

THENCE North 88°36’24” East a distance of 409.94 feet;

THENCE South 00°36’51” East a distance of 253.54 feet;

THENCE South 69°21’44” West a distance of 246.03 feet;

THENCE North 86°19’14” West a distance of 98.24 feet;

THENCE South 63°37’26” West a distance of 218.69 feet;

THENCE South 58°35’58” West a distance of 258.38 feet;

THENCE North 22°01’14” West a distance of 130.35 feet;

Exhibit F-3

THENCE North 02°27’32” West a distance of 421.71 feet;

THENCE North 00°55’39” West a distance of 1,127.66 feet;

THENCE North 85°45’23” East a distance of 225.17 feet;

THENCE North 89°41’22” East a distance of 244.09 feet to the POINT OF BEGINNING.

Said tract containing 1,108,516 square feet or 25.4480 acres more or less.

HEP AREA 6

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’59” East, along the east line of the Southeast Quarter of said Sections 14, a distance of 1,300.40 feet;

THENCE South 88°42’01” West a distance of 878.08 feet to the POINT OF BEGINNING;

THENCE South 89°17’16” West a distance of 128.55 feet;

THENCE North 00°08’03” East a distance of 318.24 feet;

THENCE East a distance of 122.24 feet;

THENCE South 01°00’16” East a distance of 316.69 feet to the POINT OF BEGINNING.

Said tract containing 39,805 square feet or 0.9138 acres more or less.

HEP AREA 7

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03 feet;

THENCE South 00°42’26” East a distance of 212.66 feet;

THENCE North 89°01’01” East a distance of 60.00 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 100.00 feet;

THENCE South 00°58’59” East a distance of 55.00 feet;

Exhibit F-3

THENCE South 89°01’01” West a distance of 100.00 feet;

THENCE North 00°58’59” West a distance of 55.00 feet to the POINT OF BEGINNING.

Said tract of land containing 5,500 square feet or 0.1263 acres more or less.

HEP OTHER ASSETS

A tract of land lying in the East Half of the Northwest Quarter and the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Northwest Quarter, said point also being the northwest corner of the said Northeast Quarter;

THENCE South 00°58’59” East, along the common line between the Northwest Quarter and the Northeast Quarter, a distance of 564.68 feet to the POINT OF BEGINNING;

THENCE North 88°53’33” East a distance of 13.95 feet;

THENCE South 00°50’02” East a distance of 1,507.22 feet;

THENCE South 89°42’24” West a distance of 188.15 feet;

THENCE North 00°38’14” West a distance of 291.81 feet;

THENCE South 88°54’13” West a distance of 209.06 feet;

THENCE South 01°49’49” East a distance of 268.80 feet;

THENCE South 87°29’45” West a distance of 115.41 feet;

THENCE South 00°12’20” West a distance of 266.41 feet;

THENCE South 89°05’12” West a distance of 316.77 feet;

THENCE North 01°06’24” West a distance of 282.09 feet;

THENCE continuing North 01°06’24” West a distance of 271.57 feet;

THENCE North 86°34’04” West a distance of 80.75 feet;

THENCE South 89°03’38” West a distance of 427.05 feet to a point on the west line of the East Half of the said Northwest Quarter;

THENCE North 00°54’11” West, along said west line, a distance of 1,550.38 feet;

THENCE South 89°26’14” East a distance of 367.80 feet;

THENCE North 87°38’43” East a distance of 141.55 feet;

Exhibit F-3

THENCE South 00°44’21” East a distance of 801.29 feet;

THENCE North 89°01’16” East a distance of 433.79 feet;

THENCE North 00°09’34” East a distance of 447.85 feet;

THENCE North 88°53’33” East a distance of 377.19 feet to the POINT OF BEGINNING.

Said tract containing 1,856,282 square feet or 42.6144 acres more or less.

A tract of land lying in the East Half of the Southwest Quarter and the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the southeast corner of the said East Half of the Southwest Quarter, said point also being the southwest corner of the said Southeast Quarter;

THENCE North 01°14’16” West, along the common line between the said Southeast and Southwest Quarter a distance of 1,127.81 feet to the POINT OF BEGINNING;

THENCE South 88°43’23” West a distance of 273.63 feet;

THENCE North 01°05’02” West a distance of 787.59 feet;

THENCE North 01°30’42” West a distance of 402.41 feet;

THENCE North 87°22’40” East a distance of 209.33 feet;

THENCE South 86°32’11” East a distance of 50.14 feet;

THENCE South 57°19’41” East, passing at 17.12 feet the common line between the said Southwest Quarter and the Southeast Quarter, and continuing for a total distance of 41.07 feet;

THENCE South 00°55’38” East a distance of 1,167.85 feet;

THENCE South 88°43’23” West a distance of 13.55 feet to the POINT OF BEGINNING.

Said tract containing 344,581 square feet or 7.9105 acres more or less.

A tract of land lying in Government Lot 6 of Section 13 and the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’58” East, along the common line between said Sections 13 and 14, a distance of

1,466.75 feet to the POINT OF BEGINNING;

Exhibit F-3

THENCE North 88°37’53” East a distance of 337.54 feet;

THENCE South 00°36’51” East a distance of 375.50 feet;

THENCE South 88°36’24” West a distance of 409.94 feet;

THENCE North 00°10’17” West a distance of 375.72 feet;

THENCE North 88°37’53” East a distance of 69.49 feet to the POINT OF BEGINNING.

Said tract of land containing 153,409 square feet or 3.5218 acres more or less.

A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southeast corner of the Southwest Quarter of said Section 14;

THENCE South 89°17’34” West, along the south line of the said Southwest Quarter, a distance of 273.89 feet;

THENCE North 00°42’26” West a distance of 319.04 feet to the POINT OF BEGINNING;

THENCE South 88°42’44” West a distance of 394.78 feet;

THENCE South 88°24’34” West a distance of 382.43 feet;

THENCE North 02°48’56” West a distance of 422.64 feet;

THENCE North 01°21’23” West a distance of 787.85 feet;

THENCE North 88°04’21” East a distance of 395.99 feet;

THENCE South 01°30’14” East a distance of 795.92 feet;

THENCE North 89°05’59” East a distance of 387.07 feet;

THENCE South 01°45’27” East a distance of 414.21 feet to the POINT OF BEGINNING.

Said tract containing 640,567 square feet or 14.7054 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest corner of the Southeast Quarter of said Section 14;

Exhibit F-3

THENCE North 01°14’16” West, along the west line of the said Southeast Quarter, a distance of 737.88 feet;

THENCE North 88°45’44” East a distance of 118.42 feet to the POINT OF BEGINNING;

THENCE North 00°59’42” West a distance of 366.36 feet;

THENCE North 88°29’12” East a distance of 120.43 feet;

THENCE South 80°02’26” East a distance of 119.54 feet;

THENCE South 73°20’45” East a distance of 75.84 feet;

THENCE South 01°58’57” East a distance of 306.59 feet;

THENCE South 83°09’10” West a distance of 151.16 feet;

THENCE South 89°04’44” West a distance of 164.96 feet to the POINT OF BEGINNING.

Said tract containing 109,842 square feet or 2.5216 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southeast Quarter;

THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02 feet;

THENCE South 89°41’22” West a distance of 244.09 feet;

THENCE South 85°45’23” West a distance of 225.17 feet;

THENCE South 00°55’39” East a distance of 750.57 feet;

THENCE South 88°36’18” West a distance of 405.16 feet;

THENCE South 03°01’49” East a distance of 172.35 feet;

THENCE South 01°12’31” East a distance of 149.87 feet;

THENCE South 88°25’52” West a distance of 134.78 feet;

THENCE South 01°55’23” East a distance of 206.29 feet to the POINT OF BEGINNING;

THENCE North 89°02’26” East a distance of 111.41 feet;

THENCE South 07°07’38” West a distance of 40.12 feet;

Exhibit F-3

THENCE South 02°41’42” East a distance of 52.93 feet;

THENCE South 89°19’36” West a distance of 105.80 feet;

THENCE North 01°56’12” West a distance of 92.11 feet to the POINT OF BEGINNING.

Said tract of land containing 9,850 square feet or 0.2261 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southeast Quarter;

THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02 feet;

THENCE South 89°41’22” West a distance of 244.09 feet;

THENCE South 85°45’23” West a distance of 225.17 feet to the POINT OF BEGINNING;

THENCE South 00°55’39” East a distance of 750.57 feet;

THENCE South 88°36’18” West a distance of 405.16 feet;

THENCE South 03°01’49” East a distance of 172.35 feet;

THENCE South 01°12’31” East a distance of 149.87 feet;

THENCE South 88°25’52” West a distance of 134.78 feet;

THENCE North 01°03’05” West a distance of 494.30 feet;

THENCE North 89°17’16” East a distance of 128.55 feet;

THENCE North 01°00’16” West a distance of 316.69 feet;

THENCE continuing North 01°00’16” West a distance of 273.01 feet;

THENCE North 88°59’37” East a distance of 392.66 feet;

THENCE South 64°59’40” East a distance of 15.02 feet to the POINT OF BEGINNING.

Said tract of land containing 372,460 square feet or 8.5505 acres more or less.

Exhibit F-3

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03 feet;

THENCE South 00°42’26” East a distance of 212.66 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 60.00 feet;

THENCE South 00°58’59” East a distance of 110.00 feet;

THENCE South 89°01’01” West a distance of 60.00 feet;

THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.

Said tract containing 6,600 square feet or 0.1515 acres more or less.

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 260.93 feet;

THENCE South 00°42’26” East a distance of 193.45 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 70.00 feet;

THENCE South 00°58’59” East a distance of 340.00 feet;

THENCE South 89°01’01” West a distance of 70.00 feet;

THENCE North 00°58’59” West a distance of 340.00 feet to the POINT OF BEGINNING.

Said tract containing 23,800 square feet or 0.5464 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14 and the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest corner of the Southeast Quarter of said Section 14, said point also being the the northwest corner of the Northeast Quarter of said Section 23;

THENCE North 89°17’34” East, along the common line between said Sections 14 and 23, a distance of 883.82 feet to the POINT OF BEGINNING;

THENCE North 01°24’27” West a distance of 1,388.91 feet;

Exhibit F-3

THENCE North 08°33’08” East a distance of 170.84 feet;

THENCE South 81°26’52” East a distance of 20.00 feet;

THENCE South 08°33’08” West a distance of 10.00 feet;

THENCE North 81°26’52” West a distance of 10.00 feet;

THENCE South 08°33’08” West a distance of 38.55 feet;

THENCE South 01°24’27” East a distance of 596.53 feet;

THENCE North 88°35’33” East a distance of 25.00 feet;

THENCE South 01°24’27” East a distance of 25.00 feet;

THENCE South 88°35’33” West a distance of 25.00 feet;

THENCE South 01°24’27” East a distance of 334.27 feet;

THENCE North 88°35’33” East a distance of 61.00 feet;

THENCE South 01°24’27” East a distance of 15.00 feet;

THENCE South 88°35’33” West a distance of 61.00 feet;

THENCE South 01°24’27” East, passing at 537.21 feet the common line between said Sections 14 and 23, and continuing for a total distance of 610.32 feet;

THENCE South 05°22’04” West a distance of 183.62 feet;

THENCE South 01°15’33” East a distance of 475.90 feet;

THENCE North 88°44’27” East a distance of 5.00 feet;

THENCE South 01°15’33” East a distance of 20.00 feet;

THENCE South 88°44’27” West a distance of 15.00 feet;

THENCE North 01°15’33” West a distance of 751.70 feet to the POINT OF BEGINNING.

Said tract containing 58,733 square feet or 1.3483 acres more or less.

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Northwest Quarter

Exhibit F-3

THENCE South 89°17’34” West, along the north line of the said Northwest Quarter, a distance of 316.92 feet;

THENCE South 00°42’26” East a distance of 12.00 feet to the POINT OF BEGINNING;

THENCE South 00°42’26” East a distance of 30.00 feet;

THENCE South 89°17’34” West a distance of 140.00 feet;

THENCE North 00°42’26” West a distance of 30.00 feet;

THENCE North 89°17’34” East a distance of 140.00 feet to the POINT OF BEGINNING.

Said tract containing 4,200 square feet or 0.0964 acres more or less.

TULSA WEST CRUDE TANKS

A tract of land lying in Government Lot 3 and the Southeast Quarter of the Northwest Quarter of Section 10, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest comer of said Section 10;

THENCE North 00°56’21” West, along the west line of said Section 10, passing at a distance of 2639.64 feet the southwest corner of said Government Lot 3, and continuing for a total distance of 3,114.79 feet;

THENCE North 89°03’39” East a distance of 883.07 feet to the POINT OF BEGINNING;

THENCE North 01°36’45” West a distance of 400.65 feet;

THENCE North 88°42’12” East a distance of 675.09 feet;

THENCE South 87°37’46” East a distance of 615.59 feet;

THENCE South 00°27’ 14” East a distance of 238.27 feet;

THENCE South 08°03’33” West a distance of 160.30 feet;

THENCE North 71°42’21” West a distance of 73.92 feet;

THENCE North 85°43’28” West a distance of 118.59 feet;

THENCE South 89°46’36” West a distance of 85.65 feet;

THENCE South 41°20’58” West a distance of 92.00 feet;

THENCE South 01°20’24” East a distance of 294.01 feet;

THENCE South 88°39’36” West a distance of 926.88 feet;

Exhibit F-3

THENCE North 00°33’26” West a distance of 359.66 feet to the POINT OF BEGINNING.

Said tract of land containing 838,080 square feet or 19.2397 acres.

TULSA RAIL AND TRUCK RACKS

Lube Oil Rail Rack

Legal Description

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

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08“W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 1893.74 FEET AND N88°27’52”E 261.85 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°19’08”W 52.91 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°40’52“E 15.00 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N00°19’08“W 6.00 FEET TO A CORNER OF THIS TRACT; THEN N89°40’52”E 9.0 FEET TO A CORNER OF THIS TRACT; THEN S00°19’08”E 6.00 FEET TO AN INTERIOR CORNER OF THIS

Exhibit F-3

TRACT; THEN N89°40’52’‘E PARALLEL TO EXISTING RAIL ROAD TRACKS A DISTANCE OF 339.08 FEET TO A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 356.35 FEET, A CHORD BEARS N69°07’44’‘E A DISTANCE OF 215.13 FEET, THE ARC DISTANCE OF 218.54 TO A CORNER ON THIS TRACT; THEN N44°39’23“E PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 15.49 FEET; THEN S44°34’23’‘E 13.00 FEET TO THE MOST EASTERLY CORNER OF THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 534.24 FEET, A CHORD BEARS S51°56’12“W A DISTANCE OF 148.75 FEET, THE ARC DISTANCE OF 149.23 FEET TO A CORNER ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 377.33 FEET, A CHORD BEARS S75°25’55“W A DISTANCE OF 158.55 FEET, THE ARC DISTANCE OF 159.74 FEET TO A CORNER ON THIS TRACT; THEN S89°40’52”W PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 313.24 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.60 ACRES MORE OR LESS.

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

Exhibit F-3

Depiction

Exhibit F-3

Wax Rail Rack

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

Black Oil Rail Rack

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

Lube Oil Truck Rack

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

Extract Truck Rack

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

Wax Truck Rack

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

Extract Rail Rack

Legal Description

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

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

Exhibit F-3

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

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

Exhibit F-3

Depiction

Exhibit F-3

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

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

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

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

SW MEK Tank 702 Truck Rack

Legal Description

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

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

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

Exhibit F-3

Depiction

Exhibit F-3

Exhibit F-3

Exhibit F-4

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)]

LEGAL DESCRIPTION FOR TANK 103:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1214.48 FEET ALONG THE SECTION LINE AND NORTH 17.43 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 127.59 FEET; THENCE NORTH 114.20 FEET; THENCE EAST 127.59 FEET; THENCE SOUTH 114.20 FEET TO THE POINT OF BEGINNING.

CONTAINS 0.33 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

LEGAL DESCRIPTION FOR TANK 121:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1245.39 FEET ALONG THE SECTION LINE AND NORTH 530.12 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 243.16 FEET; THENCE NORTH 181.87 FEET; THENCE EAST 243.16 FEET; THENCE SOUTH 181.87 FEET TO THE POINT OF BEGINNING.

CONTAINS 1.02 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

LEGAL DESCRIPTION FOR TANK 126:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1160.50 FEET ALONG THE SECTION LINE AND NORTH 364.64 FEET FROM THE SOUTHWEST CORNER SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 200.60 FEET; THENCE NORTH 15°16’07” EAST 148.03 FEET; THENCE EAST 161.62 FEET; THENCE SOUTH 142.81 FEET TO THE POINT OF BEGINNING.

CONTAINS 0.59 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

Exhibit F-4

Exhibit F-5

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Woods Cross Pipeline Pad]

12” HEP to UNEV Refined Products Pipeline Origin Trap and Piping,

Associated SCADA Control Building,

and Satellite Dish

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 385.36 FEET AND EAST A DISTANCE OF 496.23 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.29 FEET AND NORTH 544.10 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE SOUTH 80°44”25” EAST 195.16 FEET; THENCE SOUTH 09°13”37” WEST 175.44 FEET; THENCE NORTH 80°55”06” WEST 193.45 FEET; THENCE NORTH 08°40”05” EAST 176.05 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 34,147 SQ. FT., OR 0.784 ACRES, MORE OR LESS, AS DESCRIBED.

8” HEP to Chevron Refined Products Pipeline Origin Trap and Piping

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE I WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 83.09 FEET AND EAST A DISTANCE OF 860.40 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE NORTH 09°00’09” WEST 22.50 FEET; THENCE NORTH 80°59’51” WEST 10.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 225 SQ. FT., OR 0.005 ACRES, MORE OR LESS, AS DESCRIBED.

Exhibit F-5

A PART OF THE SOUTHWEST QUARTER OF SECTION 24 AND THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A 15 FOOT WIDE PIPELINE EASEMENT, BEING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 83.09 FEET AND EAST A DISTANCE OF 860.40 FEET AND SOUTH 80°59’51” EAST A DISTANCE OF 1.61 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING

THENCE SOUTH 10°15’42” WEST 11.42 FEET;

THENCE SOUTH 38°28’34” WEST 2.43 FEET;

THENCE NORTH 77°53’59” WEST 9.48 FEET;

THENCE NORTH 81°09’17” WEST 9.21 FEET;

THENCE SOUTH 08°54’28” WEST 585.03 FEET, MORE OR LESS, TO THE NORTHERLY RIGHT OF WAY LINE OF 500 SOUTH STREET ON THE SOUTHERLY LINE OF GRANTOR’S LAND AND TERMINATING.

CONTAINS: 9,284 SQ. FT., OR 0.213 ACRES, MORE OR LESS, AS DESCRIBED.

10” HEP to Pioneer Refined Products Pipeline Origin Trap and Piping

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 2.01 FEET AND EAST A DISTANCE OF 1471.29 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE SOUTH 20.00 FEET; THENCE WEST 20.00 FEET; THENCE NORTH 20.00 FEET; THENCE EAST 20.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 400 SQ. FT., OR 0.009 ACRES, MORE OR LESS, AS DESCRIBED.

Exhibit F-5

A PART OF THE SOUTHWEST QUARTER OF SECTION 24 AND THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A 15 FOOT WIDE PIPELINE EASEMENT, BEING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 2.01 FEET AND EAST A DISTANCE OF 1471.29 FEET AND SOUTH A DISTANCE OF 15.00 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING

THENCE SOUTH 89°42’44” EAST 8.43 FEET;

THENCE SOUTH 88°37’20” EAST 5.98 FEET;

THENCE SOUTH 87°53’57” EAST 12.65 FEET;

THENCE SOUTH 44°38’30” EAST 19.46 FEET;

THENCE SOUTH 01°52’26” WEST 16.78 FEET;

THENCE SOUTH 00°13’11” EAST 78.46 FEET;

THENCE SOUTH 00°16’47” WEST 90.70 FEET;

THENCE SOUTH 00°12’31” WEST 75.84 FEET;

THENCE SOUTH 00°06’34” EAST 48.54 FEET;

THENCE SOUTH 00°00’05” EAST 83.16 FEET;

THENCE SOUTH 00°10’32” EAST 76.59 FEET, MORE OR LESS, TO THE NORTHERLY RIGHT OF WAY LINE OF 500 SOUTH STREET ON THE SOUTHERLY LINE OF GRANTOR’S LAND AND TERMINATING.

CONTAINS: 7,749 SQ. FT., OR 0.178 ACRES, MORE OR LESS, AS DESCRIBED.

Exhibit F-5

Exhibit F-6

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)]

Exhibit F-6

Tanks 0020 and 0021

Exhibit F-6

Exhibit F-6

Tank 0022

Exhibit F-6

Tank 0023

Exhibit F-6

Exhibit F-7

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Artesia Pump and Receiving Stations]

El Paso 8”/12” Products Pipeline Originating Pump Station;

Four Corners 12” Products Pipeline Originating Station;

Lovington 8” Pipeline Receiving Station;

Lovington 10” Pipeline Receiving Station;

Lovington 16” Pipeline Receiving Station; and

Natural Gas 8” Pipeline Receiving Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES N.00°03’12”E., 1,550.98 FEET AND S.89°56’39”E., 1,357.30 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00°37’05”W., 273.20 FEET; THENCE S.89°41’31”E., 30.10 FEET; THENCE S.00°22’11”W., 57.00 FEET; THENCE S.89°54’09”E., 110.00 FEET; THENCE N.01°28’56”W., 71.10 FEET; THENCE N.89°59’36”E., 159.90 FEET; THENCE N.00°04’44”W., 117.00 FEET; THENCE S.88°15’46”E., 159.20 FEET; THENCE S.01°15’48”W., 399.70 FEET; THENCE N.89°56’19”W., 445.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 3.1906 ACRES, MORE OR LESS.

El Paso 6” Pipeline Pump Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED HEREIN AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES IN N.00°03’12”E., 2,000.73 FEET AND S.89°55’55”E., 209.55 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.89°48’19”E., 128.13 FEET; THENCE S.00°02’29”E., 307.18 FEET; THENCE S.88°50’31”W., 102.17 FEET; THENCE N.04°34’06”W., 74.10 FEET; THENCE N.89°31’37”W., 12.60 FEET; THENCE N.0l°52’38”W., 235.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 0.8467 ACRES, MORE OR LESS.

Roswell 4” Pipeline Pump Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES S.00°03’12”W., 1,705.65 FEET AND S.89°56’48”E., 110.28 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 9; THENCE S.89°45’19”E., 64.10 FEET; THENCE S.00°00’10”W., 36.00 FEET; THENCE N.89°45’19”W., 64.10 FEET; THENCE N.00°00’10”E., 36.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 0.0530 ACRES, MORE OR LESS.

Exhibit F-7

Exhibit F-8

to

Sixth Amended and Restated Master Lease and Access Agreement

Exhibit F-8

[Legal Description for units at El Dorado Refinery]

Naphtha Fractionation Tower

Beginning at the Northeast corner of the Fractionator Unit Refinery Station S1259’-4”, W1448’-4”; thence N88°01’22”W, a distance of 56.8’; thence S88°16’33”W, a distance of 125.5 feet; thence S43°02’36”W, a distance of 14.1’; thence S01°43’45”E, a distance of 94.6 feet; thence N88°16’33”E, a distance of 171.3 feet; thence N78°17’00”E, a distance of 21 feet; thence N01°43’27”W, a distance of 97.3 feet to the Point of Beginning. The North 64 feet of above described tract is situated in the Southeast Quarter of the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas; the South 41 feet of the above described tract is situated in the Northeast Quarter of the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas. Contains 19,882 square feet.

See next page.

Exhibit F-8

Exhibit F-8

Hydrogen Generation Unit

Beginning at the Northwest corner of the HGU-3 Unit Refinery Station S2439’-6”, W2572’-11”; thence S01°35’05”W a distance of 193 feet; thence S88°29’25”E, a distance of 134 feet; thence N01°35’05”E, a distance of 22 feet; thence N88°28’00”W, a distance of 24 feet; thence N01°35’05”E, a distance of 171 feet; thence N88°24’55”W, a distance of 110 feet to the Point of Beginning. Above described tract is situated in the Northeast Quarter of the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas. Contains 21,749 square feet.

See next page.

Exhibit F-8

Exhibit F-8

Exhibit F-9

to

Sixth Amended and Restated Master Lease and Access Agreement

[Legal Description for Woods Cross Refinery Complex (for Woods Cross Operating)]

THE “PREMISES” SHALL BE THE FOOTPRINT OF THE UNITS LOCATED WHOLLY WITHIN THE FOLLOWING DESCRIBED TRACTS OF LAND:

THE BASIS OF BEARING FOR THESE DESCRIPTIONS IS SOUTH 89°16’59” WEST ALONG THE CENTERLINE OF 500 SOUTH STREET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST STREETS TO THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST STREETS.

THREE PARCELS OF LAND SITUATE IN THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL 1:

BEGINNING SOUTH 89°16’59” WEST, ALONG THE CENTERLINE OF 500 SOUTH STREET, 371.31 FEET AND NORTH 00°43’01” WEST 1322.16 FEET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET, SAID PI MONUMENT BEING SOUTH 89°36’45” WEST 195.44 FEET, TO THE CENTERLINE OF 800 WEST STREET, AND SOUTH 00°23’15” EAST, ALONG THE CENTERLINE OF 800 WEST STREET, 546.68 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE NORTH 00°35’47” WEST 3.84 FEET; THENCE NORTH 89°55’31” WEST 247.45 FEET; THENCE 18.35 FEET ALONG THE ARC OF A 15.82 FOOT RADIUS NON-TANGENT CURVE TO THE LEFT (CHORD BEARS SOUTH 58°43’45” WEST 17.34 FEET) AND THE CENTER BEARS NORTH 64°29’46” WEST; THENCE SOUTH 89°53’50” WEST 37.39 FEET; THENCE NORTH 00°01’31” WEST 188.15 FEET; THENCE 17.84 FEET ALONG THE ARC OF A 15.93 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS NORTH 37°43’26” WEST 16.92 FEET) AND THE CENTER BEARS NORTH 20°12’00” EAST; THENCE SOUTH 89°58’26” WEST 98.93 FEET; THENCE NORTH 00°05’13” WEST 71.75 FEET; THENCE NORTH 89°47’33” EAST 26.50 FEET; THENCE SOUTH 00°19’55” EAST 1.81 FEET; THENCE NORTH 89°40’11” EAST 101.14 FEET; THENCE SOUTH 89°59’27” EAST 279.13 FEET; THENCE 35.27 FEET ALONG THE ARC OF A 18.06 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS SOUTH 42°03’00” EAST 29.92 FEET) AND THE CENTER BEARS SOUTH 08°00’50” EAST; THENCE SOUTH 00°06’22” WEST 19.97 FEET; THENCE NORTH 89°05’53” WEST 80.12 FEET; THENCE SOUTH 00°08’07” EAST 69.10 FEET; THENCE NORTH 89°59’12” EAST 60.02 FEET; THENCE 30.13 FEET ALONG THE ARC OF A 16.88 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS SOUTH 49°39’22” EAST 26.29 FEET) AND THE CENTER BEARS SOUTH 10°47’14” EAST; THENCE SOUTH 00°00’25” WEST 123.60 FEET; THENCE 27.92 FEET ALONG THE ARC OF A 15.33 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS SOUTH 46°57’09” WEST 24.22 FEET) AND THE CENTER BEARS SOUTH 84°47’04” WEST, TO THE POINT OF BEGINNING.

CONTAINS 1.979 ACRES, MORE OR LESS

Exhibit F-9

PARCEL 2:

BEGINNING SOUTH 89°16’59” WEST, ALONG THE CENTERLINE OF 500 SOUTH STREET, 683.88 FEET AND NORTH 00°43’01” WEST 1458.35 FEET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET, SAID PI MONUMENT BEING SOUTH 89°36’45” WEST 195.44 FEET, TO THE CENTERLINE OF 800 WEST STREET, AND SOUTH 00°23’15” EAST, ALONG THE CENTERLINE OF 800 WEST STREET, 546.68 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE NORTH 89°52’16” WEST 23.10 FEET; THENCE NORTH 00°06’55” EAST 24.85 FEET; THENCE SOUTH 89°51’57” EAST 23.07 FEET; THENCE SOUTH 00°02’29” WEST 24.85 FEET TO THE POINT OF BEGINNING.

CONTAINS 574 SF, MORE OR LESS

PARCEL 3:

BEGINNING SOUTH 89°16’59” WEST, ALONG THE CENTERLINE OF 500 SOUTH STREET, 709.85 FEET AND NORTH 00°43’01” WEST 1352.39 FEET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET, SAID PI MONUMENT BEING SOUTH 89°36’45” WEST 195.44 FEET, TO THE CENTERLINE OF 800 WEST STREET, AND SOUTH 00°23’15” EAST, ALONG THE CENTERLINE OF 800 WEST STREET, 546.68 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE NORTH 00°13’04” WEST 38.94 FEET; THENCE NORTH 89°44’23” EAST 24.87 FEET; THENCE SOUTH 00°04’33” EAST 39.35 FEET; THENCE NORTH 89°19’03” WEST 24.77 FEET TO THE POINT OF BEGINNING.

CONTAINS 971 SF, MORE OR LESS

Exhibit F-9

Exhibit F-10

to

Sixth Amended and Restated Master Lease and Access Agreement

Legal Description for Navajo Refinery Complex (LACT Units #6007102, 6007103, and the easternmost LACT Unit located in Lane 3 and related equipment)

Exhibit F-10

EX-10.7

Exhibit 10.7

Execution Version

FOURTH AMENDED AND RESTATED

SERVICES AND SECONDMENT AGREEMENT

Effective as of January 1, 2021

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS			2
	SECTION 1.01	DEFINED TERMS	2
	SECTION 1.02	TERMS GENERALLY	2
ARTICLE II SERVICES			2
	SECTION 2.01	HEP SECONDED EMPLOYEES	2
	SECTION 2.02	PERSONNEL AND SECONDMENT	3
	SECTION 2.03	TERMINATION OF SECONDMENT	3
	SECTION 2.04	SUPERVISION	3
	SECTION 2.05	BENEFIT PLANS	4
ARTICLE III FINANCIAL ACCOUNTING AND BILLING PRACTICES			4
	SECTION 3.01	ACCOUNTING	4
	SECTION 3.02	COMPENSATION	4
	SECTION 3.03	BILLING PRACTICES	4
	SECTION 3.04	RECORDS AND AUDIT RIGHTS	4
	SECTION 3.05	NOTIFICATION OF SECONDMENT	5
ARTICLE IV SAFETY AND COMPLIANCE WITH LAWS			5
ARTICLE V RELATIONSHIP OF THE PARTIES			5
ARTICLE VI LIABILITY STANDARD AND INDEMNIFICATION			6
	SECTION 6.01	LIMITATION OF LIABILITY; INDEMNIFICATION	6
	SECTION 6.02	SURVIVAL	6
ARTICLE VII INSURANCE			6
	SECTION 7.01	INSURANCE	6
	SECTION 7.02	COST REIMBURSEMENT	6
	SECTION 7.03	REQUIRED CONTRACTOR COVERAGE	6
ARTICLE VIII TERM AND TERMINATION			7
	SECTION 8.01	TERM	7
	SECTION 8.02	TERMINATION BY THE PARTNERSHIP GROUP	7
	SECTION 8.03	TERMINATION BY THE HOLLYFRONTIER PARTIES	7
	SECTION 8.04	RIGHT OF TERMINATION BY EITHER PARTY	7
	SECTION 8.05	EFFECT OF TERMINATION	7
ARTICLE IX NOTICES			8
ARTICLE X APPLICABLE LAW			8
ARTICLE XI DISPUTES BETWEEN THE PARTIES			8
	SECTION 11.01	DISPUTE RESOLUTION	8
	SECTION 11.02	PERFORMANCE DURING DISPUTES	8
ARTICLE XII GENERAL PROVISIONS			8
	SECTION 12.01	ASSIGNABILITY	8
	SECTION 12.02	FURTHER ASSURANCES	8

SECTION 12.03	COMPLIANCE WITH LAWS	9
SECTION 12.04	SEVERABILITY	9
SECTION 12.05	WAIVER	9
SECTION 12.06	ENTIRE AGREEMENT	9
SECTION 12.07	AMENDMENT	9
SECTION 12.08	COUNTERPARTS	9
SECTION 12.09	CONSTRUCTION	9
SECTION 12.10	HEADINGS	9
SECTION 12.11	EXHIBITS	9
SECTION 12.12	BINDING EFFECT	9
SECTION 12.13	COOPERATION	9
SECTION 12.14	NO THIRD PARTY BENEFICIARIES	9

EXHIBITS

Exhibit A – Defined Terms

Exhibit B – Interpretation

Exhibit C – Services

Exhibit D – Accounting Procedures

Exhibit E-1 – Seconded Employee Positions – El Dorado

Exhibit E-2 – Seconded Employee Positions – Cheyenne

Exhibit E-3 – Seconded Employee Positions – Tulsa

Exhibit E-4 – Seconded Employee Positions – Woods Cross

Exhibit E-5 – Seconded Employee Positions – Navajo

2

FOURTH AMENDED AND RESTATED

SERVICES AND SECONDMENT AGREEMENT

This FOURTH AMENDED AND RESTATED SERVICES AND SECONDMENT AGREEMENT (this “Agreement”) is entered into as of February 8, 2021 and effective as of January 1, 2021, by and among HOLLY LOGISTIC SERVICES, L.L.C., a Delaware limited liability company (“Holly GP”), HOLLY ENERGY PARTNERS – OPERATING, L.P., a Delaware limited partnership (“Partnership”), CHEYENNE LOGISTICS LLC, a Delaware limited liability company (“Cheyenne Logistics”), EL DORADO LOGISTICS LLC, a Delaware limited liability company (“El Dorado Logistics”), EL DORADO OPERATING LLC, a Delaware limited liability company (“El Dorado Operating”), HEP TULSA LLC, a Delaware limited liability company (“HEP Tulsa”), WOODS CROSS OPERATING LLC, a Delaware limited liability company (“Woods Cross Operating”), HEP WOODS CROSS, L.L.C., a Delaware limited liability company (“HEP Woods Cross”), HEP PIPELINE, L.L.C., a Delaware limited liability company (“HEP Pipeline”, and, together with Holly GP, Partnership, Cheyenne Logistics, El Dorado Logistics, El Dorado Operating, HEP Tulsa, Woods Cross Operating and HEP Woods Cross, the “Partnership Group”), HOLLYFRONTIER PAYROLL SERVICES, INC., a Delaware corporation (“HPS”), CHEYENNE RENEWABLE DIESEL COMPANY LLC, a Delaware limited liability company (“CRDC”), HOLLYFRONTIER EL DORADO REFINING LLC, a Delaware limited liability company (“HollyFrontier El Dorado”), HOLLYFRONTIER TULSA REFINING LLC, a Delaware limited liability company (“HollyFrontier Tulsa”), HOLLYFRONTIER WOODS CROSS REFINING LLC, a Delaware limited liability company (“HollyFrontier Woods Cross”), HOLLYFRONTIER NAVAJO REFINING LLC, a Delaware limited liability company (“HollyFrontier Navajo”, and, together with HPS, CRDC, HollyFrontier El Dorado, HollyFrontier Tulsa and HollyFrontier Woods Cross, the “HollyFrontier Group”) and, solely for the purpose of Section 8.06, HOLLYFRONTIER CHEYENNE REFINING LLC, a Delaware limited liability company (“HollyFrontier Cheyenne”).

W I T N E S S E T H:

WHEREAS, Holly GP, as the general partner of the general partner of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), manages HEP, and HEP and its subsidiaries (together with Holly GP, the “HEP Entities”) own or operate petroleum product and crude pipelines and terminal, tankage, loading rack and refinery processing facilities;

WHEREAS, the Partnership Group Members have agreed to provide terminalling, transportation and storage services to CRDC, HollyFrontier El Dorado, HollyFrontier Navajo and HollyFrontier Tulsa pursuant to the Throughput Agreement, and refinery processing services to HollyFrontier El Dorado and HollyFrontier Woods Cross pursuant to the Tolling Agreement;

WHEREAS, the HollyFrontier Group Members have experience and expertise in the maintenance and operation of certain processing, refining, terminalling, transportation and storage assets and the environmental reporting related thereto and can provide or make available to the Partnership Group, personnel, and other resources necessary to perform maintenance, operations and management functions with respect to assets that are owned or leased (in whole or in part) by any Partnership Group Member, or with respect to which any Partnership Group Member has the right or obligation to operate and/or maintain;

WHEREAS, the Partnership Group and the HollyFrontier Group desire that the HollyFrontier Group provide maintenance, operations and management resources to the Partnership Group in accordance with the terms and conditions of this Agreement, and in connection therewith, that the HollyFrontier Group second certain of their personnel to the Partnership Group; and

WHEREAS, in connection with the conversion of the Cheyenne Facility to renewable diesel production, the employees of HollyFrontier Cheyenne providing Services under this Agreement will be transferred to CRDC and HollyFrontier Cheyenne will cease to provide Services to the Partnership Group pursuant to this Agreement;

WHEREAS, HEP Woods Cross, HEP Tulsa and HEP Pipeline desire that the HollyFrontier Group provide additional Services with respect to the Woods Cross Assets, the Tulsa Assets and the Navajo Assets, respectively, as more fully described herein;

WHEREAS, the Partnership Group (other than HEP Woods Cross and HEP Pipeline), the HollyFrontier Group (other than HollyFrontier Navajo and CRDC) and HollyFrontier Cheyenne are parties to a certain Third Amended and Restated Services and Secondment Agreement dated October 3, 2016 and now desire to amend and restate such agreement in its entirety, in accordance with the terms and conditions set forth herein, to, among other things, add HEP Woods Cross, HEP Pipeline, HollyFrontier Navajo and CRDC as parties to this Agreement;

NOW, THEREFORE, for and in consideration of the foregoing, the covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Partnership Group and the HollyFrontier Group, the Partnership Group and the HollyFrontier Group hereby amend and restate the Third Amended and Restated Services and Secondment Agreement in its entirety as follows:

ARTICLE I

Defined Terms

Section 1.01 Defined Terms. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth on Exhibit A.

Section 1.02 Terms Generally. Matters relating to the interpretation of this Agreement are set forth on Exhibit B.

ARTICLE II

Services

Section 2.01 HEP Seconded Employees. Subject to the terms and conditions of this Agreement, the HollyFrontier Group agrees to second certain of its employees to the Partnership Group, and the Partnership Group agrees to accept the secondment of such employees (the “Secondment”) for the purposes of performing operational, maintenance and management activities related to the Assets that are described on Exhibit C and such other services related to the Assets as the Parties may agree upon in writing from time to time (collectively, the “Services”). Each such employee who the HollyFrontier Group seconds to the Partnership Group shall, during the period (and only during the period) that such employee is providing Services to the Partnership Group under this Agreement (the “Period of Secondment”), be referred to individually herein as an “HEP Seconded Employee” and, collectively, as the “HEP Seconded Employees.” For the avoidance of doubt, the Parties acknowledge that the HEP Seconded Employees will, during the Period of Secondment, be called upon to perform Services for both the applicable Partnership Group Members and the applicable HollyFrontier Group Members, and the Parties intend that such HEP Seconded Employees shall only be seconded to the Partnership Group during those times the HEP Seconded Employees are performing services for the Partnership Group hereunder.

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Section 2.02 Personnel and Secondment.

(a) The HollyFrontier Group will provide, or cause to be provided, to the Partnership Group such suitably qualified and experienced HEP Seconded Employees and such other Persons (including consultants and professionals, and service or other organizations) as the HollyFrontier Group is reasonably able to make available to the Partnership Group. The Partnership Group will have the right to approve such HEP Seconded Employees and such other Persons. The HollyFrontier Group does not warrant that the HEP Seconded Employees will permit the Partnership Group to achieve any specific results. Subject to the HollyFrontier Group’s right to be reimbursed for such expenses in accordance with the Accounting Procedures, each HollyFrontier Group Member shall pay all expenses incurred by it in connection with the retention of the HEP Seconded Employees and such other Persons, including, but not limited to, the HEP Seconded Employee Expenses, as defined in Exhibit D. Any such HEP Seconded Employees and other Persons retained by any HollyFrontier Group Member may include employees covered by a collective bargaining agreement, in which case the Secondment will be subject to the terms and conditions of any such agreement. The HollyFrontier Group shall have the sole and exclusive right to negotiate the terms and conditions of any labor or other agreements with the unions to which such employees belong.

(b) The HEP Seconded Employees will remain at all times employees of the applicable HollyFrontier Group Member, but, will, at all times during the Period of Secondment, work under the direct management, supervision, direction and control of the applicable Partnership Group Member. HEP Seconded Employees shall have no authority or apparent authority to act on behalf of the HollyFrontier Group during the Period of Secondment.

Section 2.03 Termination of Secondment. The applicable HollyFrontier Group Members retain the right to terminate the Secondment of any HEP Seconded Employee for any reason at any time or to hire, discipline or discharge the HEP Seconded Employees with respect to their employment with the HollyFrontier Group. The applicable Partnership Group Member will have the right to terminate the secondment to it of any HEP Seconded Employee for any reason at any time, upon prior written notice to the HollyFrontier Group, but at no time will the Partnership Group have the right to terminate any HEP Seconded Employee’s employment by the HollyFrontier Group. Upon the termination of the Secondment of any HEP Seconded Employee, such HEP Seconded Employee will cease performing Services for the Partnership Group and will no longer be subject to the direction by the Partnership Group of the HEP Seconded Employee’s day-to-day activities.

Section 2.04 Supervision.

(a) During the Period of Secondment, the Partnership Group shall be ultimately and fully responsible for the daily work assignments of the HEP Seconded Employees during those times that the HEP Seconded Employees are performing services for the Partnership Group hereunder, including supervision of their day-to-day work activities and performance consistent with the job functions associated with the Services. In the course and scope of performing any HEP Seconded Employee’s job functions for the Partnership Group, the HEP Seconded Employee will report into the Partnership Group’s management structure, and will be under the direct management, supervision, direction and control of the applicable Partnership Group Member with respect to such HEP Seconded Employee’s day-to-day activities.

(b) Those active employees whose titles reflect that they serve as supervisors or managers and who are called upon to oversee the work of HEP Seconded Employees related to the Assets or to provide management support on behalf of the Partnership Group are designated by the Partnership Group as supervisors to act on the behalf of the Partnership Group in supervising the HEP Seconded Employees pursuant to Section 2.04(a) above. Any HEP Seconded Employee so designated will be acting on the behalf of the Partnership Group when supervising the work of the HEP Seconded Employees or when they are otherwise providing management or executive support on behalf of the Partnership Group.

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(c) Holly GP shall at all times be ultimately and fully responsible for the daily work assignments of persons employed by HollyFrontier El Dorado, CRDC, HollyFrontier Tulsa, HollyFrontier Woods Cross and HollyFrontier Navajo (and HPS as agent for HollyFrontier El Dorado, CRDC, HollyFrontier Tulsa, HollyFrontier Woods Cross and HollyFrontier Navajo under Section 3504 of the Internal Revenue Code) dedicated to performing services on behalf of the HEP Entities, including supervision of their day-to-day work activities and performance. In the course and scope of performing any HEP Seconded Employee’s job functions for the HEP Entities, the HEP Seconded Employee will be integrated into the organization of the HEP Entities, will report into the HEP Entities’ management structure, and will be under the direct management, supervision, direction and control of the applicable HEP Entity with respect to such HEP Employee’s day-to-day activities. The positions in the HEP Entities to be filled by HEP Seconded Employees are set forth on Exhibits E-1 through Exhibit E-4.

Section 2.05 Benefit Plans. The Partnership Group shall not be a participating employer in any benefit plan of any HollyFrontier Group Member. The HollyFrontier Group shall remain solely responsible for all obligations and liabilities arising with respect to any benefit plans relating to any HEP Seconded Employees and the Partnership Group shall not assume any benefit plan or have any obligations or liabilities arising thereunder, in each case except for costs properly chargeable to the Partnership Group.

ARTICLE III

Financial Accounting and Billing Practices

Section 3.01 Accounting. Each HollyFrontier Group Member shall keep a full and complete account of all costs and expenses incurred by it with respect to the HEP Seconded Employees in connection with the performance and provision of the Services hereunder in the manner set forth on Exhibit D hereto (the “Accounting Procedures”).

Section 3.02 Compensation. Each HollyFrontier Group Member shall be fully reimbursed by the applicable Partnership Group Member for all necessary and reasonable costs and expenses incurred by such HollyFrontier Group Member with respect to the HEP Seconded Employees in connection with the provision of the Services to the Partnership Group at the rates and in the manner set forth in the Accounting Procedures. It is understood that the Partnership Group shall be liable for HEP Seconded Employee Expenses to the extent, and only to the extent, they are attributable to the Period of Secondment.

Section 3.03 Billing Practices. The Partnership Group shall pay, and the HollyFrontier Group shall receive, as full and complete compensation with respect to the HEP Seconded Employees in connection with the performance of the Services hereunder, the sum of the amounts becoming due as described in the Accounting Procedures. For each calendar month during the Period of Secondment, payment by the applicable Partnership Group Member shall be made no later than the tenth Business Day of the immediately following calendar month. As long as the HollyFrontier Group Members are Affiliates of the Partnership Group Members, the HollyFrontier Group and the Partnership Group may settle the Partnership Group’s financial obligations to the HollyFrontier Group through the HollyFrontier Group’s normal intercompany settlement processes.

Section 3.04 Records and Audit Rights. The HollyFrontier Group shall maintain a true and correct set of records pertaining to the HEP Seconded Employees and all activities relating to the performance of the HollyFrontier Group hereunder and all transactions related thereto. The HollyFrontier Group further agrees to retain all such records for a period of time not less than two (2) years following the end of the calendar year in which the applicable Services were performed. The Partnership Group, or its authorized representative or representatives, shall have the right during any HollyFrontier Group Member’s normal business hours to audit, copy and inspect, at the Partnership Group Member’s sole cost and expense, any and all records of such HollyFrontier Group Member relating to its performance of its obligations

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hereunder (but not any other books and records of such HollyFrontier Group Member). Audits shall not be commenced more than once by the Partnership Group during each calendar year and shall be completed within a reasonable time frame not to exceed ten (10) days. The Partnership Group may request information from the HollyFrontier Group’s books and records relating to the HollyFrontier Group’s obligations hereunder from time to time and such requests shall not constitute an audit for that calendar year. The Partnership Group shall have two (2) years after the end of a calendar year during which to conduct an audit of any HollyFrontier Group Member’s books and records for such calendar year, and any Claim arising out of or based in whole or in part on the information produced or obtained by the performance of any such audit must be made, if at all, within such two (2) year period or shall be deemed waived.

Section 3.05 Notification of Secondment. At least annually, Holly GP shall notify the HEP Seconded Employees of their respective duties and obligations as HEP Seconded Employees, including but not limited to, (i) when working on assets of the HEP Entities, HEP Seconded Employees should only take direction from HEP employees or HEP Seconded Employees; (ii) questions regarding operations, tasks and similar matters while working on assets of the HEP Entities should only be directed to HEP employees or HEP Seconded Employees; (iii) decisions regarding flows into a tank should only be made while performing services for the HEP Entities; (iv) documentation required at the time working on assets of the HEP Entities should be prepared in the name of the applicable HEP Entity; (v) performance evaluation for the HEP Seconded Employees will be completed in part by the HEP Entities and in part by the HollyFrontier Group.

ARTICLE IV

Safety and Compliance with Laws

The Parties will abide by, at a minimum, the safety requirements promulgated by the Parties from time to time with respect to the HEP Seconded Employees, the Services and the Assets and in compliance with Applicable Laws and any applicable collective bargaining agreement. Without limiting the foregoing, the parties agree that the Partnership Group and the HollyFrontier Group jointly shall develop, adopt, and enforce a written workplace and accident plan and injury reduction program that satisfies the requirements of Applicable Law and Prudent Industry Practice and post the workplace accident and injury reduction plan at each work site at which the HEP Seconded Employees perform work. The Partnership Group shall be responsible, during any Period of Secondment, for ensuring that all applicable federal, state and local laws prohibiting harassment, discrimination or retaliation in the workplace are adhered to and followed with respect to any HEP Seconded Employee. The Parties agree to disclose, and cooperate in the investigation of, any complaint of harassment, discrimination or retaliation made to either Party by an HEP Seconded Employee in connection with any Secondment.

ARTICLE V

Relationship of the Parties

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. Nothing in this Agreement and no actions taken by the HollyFrontier Group or the Partnership Group shall constitute a partnership, joint venture, association or other co-operative entity among the HollyFrontier Group and the Partnership Group. No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person in the name of other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Party; or to otherwise act as the representative of the other Party, unless expressly authorized in writing by the other Party.

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ARTICLE VI

Liability Standard and Indemnification

Section 6.01 Limitation of Liability; Indemnification. The Parties acknowledge and agree that the provisions relating to Force Majeure, indemnity and limitation of liability set forth in the Omnibus Agreement shall apply and be in full force and effect with respect to this Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the HollyFrontier Group Members or Partnership Group Members shall be liable in a particular circumstance, neither a HollyFrontier Group Member nor a Partnership Group Member shall be liable to another Party for any loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent provided for in the Omnibus Agreement and to the extent that the HollyFrontier Group Member or Partnership Group Member causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any HollyFrontier Group Member have any liability to another HollyFrontier Group Member, or shall any Partnership Group Member have any liability to another Partnership Group Member, for Damages, regardless of how caused or under any theory of recovery.

Section 6.02 Survival. The provisions of this Article VI shall survive the termination of this Agreement.

ARTICLE VII

Insurance

Section 7.01 Insurance.

(a) The HollyFrontier Group shall at all times during the term of this Agreement procure and maintain workers’ compensation insurance or similar insurance, including all such insurance as may be required by all Applicable Laws. The HollyFrontier Group shall at all times during the term of this Agreement cause each Partnership Group Member and their respective subsidiaries to be an additional named insured on such workers’ compensation or similar insurance policies; provided that the Partnership Group shall be considered an employer solely for the purposes of its status as a dual, joint- or co-employer under the relevant workers’ compensation regime. Each HollyFrontier Group Member shall cause its workers’ compensation and employers liability insurers to waive their rights of subrogation against the Partnership Group. The compensation paid by any Partnership Group Member to the HollyFrontier Group includes amounts intended for the purchase of the workers compensation coverage required by this paragraph. The HollyFrontier Group shall provide to each Partnership Group Member a certification or other evidence of its compliance with this paragraph.

(b) The HollyFrontier Group may elect to self-insure all or any part of the insurance requirements set forth in Section 7.01(a) above to the extent allowed by Applicable Law. If the HollyFrontier Group elects to self-insure, then the HollyFrontier Group shall respond to any insurance claim, with regard to waiving rights of subrogation against the Partnership Group, in the same manner as a commercial market insurance policy that waived subrogation rights against the Partnership Group would have responded to such insurance claim.

Section 7.02 Cost Reimbursement. Insurance as required in Section 7.01 hereof shall be a reimbursable cost pursuant to the Accounting Procedures.

Section 7.03 Required Contractor Coverage. The HollyFrontier Group shall require all contractors and subcontractors employed by them in performing and/or providing Services hereunder to procure and maintain: (i) workers’ compensation insurance or similar insurance, including all such

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insurance as may be required by Applicable Laws; (ii) employers’ liability insurance; (iii) commercial general liability insurance; and (iv) any other insurance that may be necessary or advisable, in each case, in amounts and with such terms as are reasonable and consistent with industry practice and as may be specified in writing by the Partnership Group. Further, the HollyFrontier Group shall require such contractors and subcontractors to cause their workers’ compensation and employers’ liability insurance insurers to waive their rights of subrogation against the Partnership Group, and to name the Partnership Group as an additional insured under any commercial general liability and or other appropriate insurance policies carried by such contractors and subcontractors.

ARTICLE VIII

Term and Termination

Section 8.01 Term. Unless terminated in accordance with Section 8.02, Section 8.03 or Section 8.04 below, this Agreement shall commence on the date hereof and continue until the earlier of (a) the mutual agreement of the Parties to terminate this Agreement or (b) the termination of the Omnibus Agreement. In addition, the applicable Parties may terminate specific Services provided under this Agreement in the event the Throughput Agreement or Tolling Agreement related to the Assets for which such Services are performed or provided is terminated in accordance with its terms.

Section 8.02 Termination by the Partnership Group. The applicable Partnership Group Member shall have the right to terminate this Agreement immediately upon the Bankruptcy of the applicable HollyFrontier Group Member; provided that such Partnership Group Member shall deliver to such HollyFrontier Group Member notice of any such termination, which shall include a reasonably detailed description of the basis therefor. Any specific Service may be terminated by a Partnership Group Member in accordance with Section 3.05 or upon thirty (30) days’ prior written notice to the applicable HollyFrontier Group Member.

Section 8.03 Termination by the HollyFrontier Parties. The applicable HollyFrontier Group Member shall have the right to terminate this Agreement or any Services provided hereunder: (i) immediately upon the Bankruptcy of the applicable Partnership Group Member or (ii) on thirty (30) days’ prior written notice upon the occurrence of a Change of Control of the applicable Partnership Group Member. Notwithstanding the foregoing, if the Partnership ceases to Control, directly or indirectly, any Partnership Group Member, then the HollyFrontier Group shall have the right to terminate this Agreement with respect to any Services provided to such Partnership Group Member.

Section 8.04 Right of Termination by Either Party. Any Party may terminate this Agreement upon prior written notice to the other Party if the other Party is in Material Default of any of its obligations under this Agreement; and

(a) the non-defaulting Party gives prior written notice of such Material Default to the defaulting Party, which notice shall set forth in reasonable detail the facts and circumstances of such Material Default; and

(b) the defaulting Party fails to cure the Material Default within twenty (20) Business Days from receipt by the defaulting Party of the written notice.

Section 8.05 Effect of Termination. The termination of this Agreement shall not relieve any Party of its obligations to pay amounts of money due hereunder which accrued prior to such termination. Upon termination, the applicable HollyFrontier Group Member shall promptly make available for review and copying by the applicable Partnership Group Member its then existing books and records relating to the Assets.

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Section 8.06 Withdrawal. As of the Effective Time, this Agreement shall terminate with respect to HollyFrontier Cheyenne, and HollyFrontier Cheyenne shall have only those rights, obligations or liabilities that survive termination of this Agreement in accordance with the terms hereof.

ARTICLE IX

Notices

Any notice or other communication given under this Agreement shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.

ARTICLE X

Applicable Law

REGARDLESS OF THE PLACE OF CONTRACTING, PLACE(S) OF PERFORMANCE, OR OTHERWISE, THE PROVISIONS OF THIS AGREEMENT AND ALL AMENDMENTS, MODIFICATIONS, ALTERATIONS OR SUPPLEMENTS HERETO SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WHERE THE SERVICES ARE PERFORMED, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OR ANY OTHER PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR INTERPRETATION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

ARTICLE XI

Disputes Between the Parties

Section 11.01 Dispute Resolution. Subject to Article VIII, 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 Article VIII of the Omnibus Agreement.

Section 11.02 Performance During Disputes. 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.

ARTICLE XII

General Provisions

Section 12.01 Assignability. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of applicable law or otherwise, by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; provided, however that each Party may assign its rights and obligations hereunder to an Affiliate without the consent of any other Party. Except as provided for herein, nothing in this Agreement is intended to confer any rights, benefits or obligations upon any Person other than the Parties and their permitted respective successors and assigns.

Section 12.02 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.

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Section 12.03 Compliance with Laws. This Agreement is in all respects subject to all Applicable Laws. The Parties shall at all times comply with all Applicable Laws in the performance of this Agreement.

Section 12.04 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Applicable 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 any 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.

Section 12.05 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.

Section 12.06 Entire Agreement. This Agreement, together with all the Exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between any of the Parties with respect to the subject matter hereof.

Section 12.07 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.

Section 12.08 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.

Section 12.09 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring a Party by virtue of the authorship of any of the provisions of this Agreement.

Section 12.10 Headings. The Article and Section headings used in this Agreement have been inserted only for convenience to facilitate reference and they shall not be determinative in construing the meaning, interpretation or application of any Article or Section.

Section 12.11 Exhibits. The Exhibits referred to herein are attached hereto and by this reference are incorporated herein and made a part hereof. In the event there is any conflict between this Agreement and an Exhibit, the provisions of this Agreement shall be deemed controlling.

Section 12.12 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.

Section 12.13 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of the parties will be required. If, during the term of this Agreement, changes in the operations, facilities or methods of any HollyFrontier Group Member or any Partnership Group Member will materially benefit one of them without detriment to the other, the Parties commit to each other to make reasonable efforts to cooperate and assist each other.

Section 12.14 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, including, without limitation, any

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HEP Seconded Employee. In furtherance but not in limitation of the foregoing: (i) nothing in this Agreement shall be deemed to provide any HEP Seconded Employee with a right to continued Secondment or employment; and (ii) nothing in this Agreement shall be deemed to constitute an amendment to any benefit plan or limit in any way the right of the Parties to amend, modify or terminate, in whole or in part, any benefit plan which may be in effect from time to time.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized officers as of the date first set forth above.

HOLLYFRONTIER GROUP: HOLLYFRONTIER PAYROLL SERVICES, INC. HOLLYFRONTIER EL DORADO REFINING LLC HOLLYFRONTIER TULSA REFINING LLC HOLLYFRONTIER WOODS CROSS REFINING LLC HOLLYFRONTIER NAVAJO REFINING LLC
By:	/s/ Thomas G. Creery

Name:	Thomas G. Creery
Title:	Senior Vice President, Commercial
CHEYENNE RENEWABLE DIESEL COMPANY LLC

By: /s/ Thomas G. Creery

Name:	Thomas G. Creery
Title:	President
PARTNERSHIP GROUP: HOLLY LOGISTIC SERVICES, L.L.C. HOLLY ENERGY PARTNERS – OPERATING, L.P. CHEYENNE LOGISTICS LLC EL DORADO LOGISTICS LLC EL DORADO OPERATING LLC HEP TULSA LLC WOODS CROSS OPERATING LLC HEP WOODS CROSS, L.L.C. HEP PIPELINE, L.L.C.

By: /s/ Richard L. Voliva III

Name:	Richard L. Voliva III
Title:	President

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTION 8.06: HOLLYFRONTIER CHEYENNE REFINING LLC
By:	/s/ Thomas G. Creery

Name:	Thomas G. Creery
Title:	Senior Vice President, Commercial

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Exhibit A

to

Fourth Amended and Restated Services and Secondment Agreement

Defined Terms

“Accounting Procedures” has the meaning set forth in Section 3.01.

“Affiliate” has the meaning set forth in the Partnership Agreement.

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

“Allocation Methodology” has the meaning set forth in Exhibit D.

“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.

“Assets” means such assets as are identified on Exhibit C, as amended from time to time.

“Bankruptcy” means, with respect to any Person, that: (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar applicable law, or has any such petition filed or commenced against it which is not withdrawn or dismissed within thirty (30) Days, (ii) makes a general assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced) or (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets which is not withdrawn or dismissed within thirty (30) Days.

“Business Day” means any day except for Saturday, Sunday or a legal holiday in the State of Texas.

“Change of Control” has the meaning set forth in the Omnibus Agreement.

“Cheyenne Assets” has the meaning set forth on Exhibit C.

“Cheyenne Logistics” has the meaning set forth in the Preamble.

“Cheyenne Facility” means that certain facility owned by HollyFrontier Cheyenne in Cheyenne, Wyoming and formerly a petroleum refinery.

“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.

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

“Control” has the meaning set forth in the Omnibus Agreement.

“Damages” has the meaning set forth in Section 6.01.

“Dispute” means any dispute or difference that arises between two or more 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 Assets” has the meaning set forth on Exhibit C.

“El Dorado Logistics” has the meaning set forth in the Preamble.

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

“El Dorado Refinery” means that certain petroleum refinery owned by HollyFrontier El Dorado in El Dorado, Kansas.

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

“GAAP” means United States generally accepted accounting principles.

“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” has the meaning set forth in the Recitals.

“HEP Entity” has the meaning set forth in the Recitals.

“HEP Pipeline” has the meaning set forth in the Preamble.

“HEP Seconded Employee Expenses” has the meaning set forth in Exhibit D.

“HEP Seconded Employees” has the meaning set forth in Section 2.01.

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

“HEP Woods Cross” has the meaning set forth in the Preamble.

“HollyFrontier Group” has the meaning set forth in the Preamble.

“HollyFrontier Cheyenne” has the meaning set forth in the Preamble.

“HollyFrontier El Dorado” has the meaning set forth in the Preamble.

“HollyFrontier Navajo” has the meaning set forth in the Preamble.

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

A-2

“HollyFrontier Tulsa” has the meaning set forth in the Preamble.

“HollyFrontier Woods Cross” has the meaning set forth in the Preamble.

“Holly GP” has the meaning set forth in the Preamble.

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

“Master Site Services Agreement” means that certain Fourth Amended and Restated Master Site Services Agreement effective as of January 1, 2021 between the HollyFrontier Group and certain of their Affiliates, and Cheyenne Logistics, El Dorado Logistics and HEP Tulsa and certain of their Affiliates.

“Material Default” means: (i) the failure of a Party to pay the applicable Party any money payable by that Party within ten (10) Business Days after demand therefor, except a failure related to a bona fide business dispute about the amount of such payment or the liability for such payment, or (ii) the failure of a Party to perform its material obligations under this Agreement, which is not cured to the reasonable satisfaction of the applicable other Party within thirty (30) days after the date the Party receives notice that such obligation has not been performed, except when excused by Force Majeure or by some other provision of this Agreement, and except a failure related to a bona fide dispute about any obligation.

“Navajo Assets” has the meaning set forth on Exhibit C.

“Navajo Refinery” means that certain petroleum refinery owned by HollyFrontier Navajo in Artesia, New Mexico and operated in conjunction with facilities located in Lovington, New Mexico.

“Omnibus Agreement” shall mean the Twenty-First Amended and Restated Omnibus Agreement, effective as of January 1, 2021, as may be further amended from time to time, by and among HollyFrontier Corporation, a Delaware corporation, the other Holly Entities (as defined in the Omnibus Agreement and listed on the signature pages thereto), Holly Energy Partners, L.P., a Delaware limited partnership, and the other Partnership Entities (as defined in the Omnibus Agreement and listed on the signature pages thereto), as the same may be amended, modified or supplemented from time to time.

“Parties” means the Partnership Group and the HollyFrontier Group collectively.

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

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of HEP, dated as of October 31, 2017, as amended and as may be further amended from time to time, by and among HEP Logistics Holdings, L.P., a Delaware limited partnership, and HollyFrontier Corporation, a Delaware corporation, together with others who become Partners (as defined in the Partnership Agreement).

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

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

“Party” means any Partnership Group Member or any HollyFrontier Group Member, individually.

“Period of Secondment” has the meaning set forth in Section 2.01.

A-3

“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.

“Prudent Industry Practice” has the meaning set forth in the Omnibus Agreement.

“Secondment” has the meaning set forth in Section 2.01.

“Services” has the meaning set forth in Section 2.01.

“Throughput Agreement” means an agreement or agreements whereby HollyFrontier El Dorado, CRDC, HollyFrontier Navajo or HollyFrontier Tulsa (or their Affiliates) agrees to terminal, transport or store crude oil or refined petroleum products on, in or at the Assets, as such agreements may be amended, modified or superseded from time to time.

“Tolling Agreement” means an agreement whereby HollyFrontier El Dorado, or HollyFrontier Woods Cross (or their Affiliates) agrees to certain processing or refining services at the Assets, as such agreement may be amended, modified or superseded from time to time.

“Tulsa Assets” has the meaning set forth on Exhibit C.

“Tulsa Refinery” means that certain petroleum refinery owned by HollyFrontier Tulsa in Tulsa, Oklahoma.

“Woods Cross Assets” has the meaning set forth on Exhibit C.

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

“Woods Cross Refinery” means that certain petroleum refinery owned by HollyFrontier Woods Cross in West Bountiful, Utah.

A-4

Exhibit B

to

Fourth Amended and Restated Services and Secondment Agreement

Interpretation

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

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

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

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

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

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

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

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

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

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

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

B-1

Exhibit C

to

Fourth Amended and Restated Services and Secondment Agreement

Services

The HollyFrontier Group shall provide HEP Seconded Employees to the Partnership Group to perform operational and maintenance activities related to the following assets that are owned (in whole or in part) or leased by any Partnership Group Member, or with respect to which any Partnership Group Member has the right or obligation to operate and/or maintain, at each of the following refinery locations:

1. Cheyenne Facility (the “Cheyenne Assets”)

A. Crude Contango tanks and associated piping, pumps and valves as well as all idled tanks owned by the Partnership Group.

2. El Dorado Refinery (the “El Dorado Assets”)

A. Group 1 El Dorado Assets:

Storage tanks located at or comprising any part of the El Dorado Refinery, the valves and piping located in the tank farm area that are directly connected to the Partnership Group’s storage tanks at the El Dorado Refinery and piping at the El Dorado Refinery connected to the Nustar and Magellan pipeline.

Naptha fractionation column and hydrogen generation unit located at the El Dorado Refinery.

B. Group 2 El Dorado Assets:

All assets other than the Group 1 El Dorado Assets at or near the El Dorado Refinery owned by El Dorado Logistics.

3. Tulsa Refinery (the “Tulsa Assets”)

A. Group 1 Tulsa Assets:

Storage tanks located at the west side of the Tulsa Refinery and receiving pipelines connected to the receiving manifolds for such tanks.

C-1

B. Group 2 Tulsa Assets:

All assets other than the Group 1 Tulsa Assets at the Tulsa Refinery owned by HEP Tulsa, including:

• Seven Rail Racks, including the Lube Oil Rail Rack, Wax Rail Car Rack, Black Oil Rail Rack, Extract Rail Rack, Bright Stock Rail Rack, Diesel Rail Car Loading Rack and L-70 Rail Rack.

• Four Truck Racks, including the Lube Oil Truck Rack, Extract Truck Rack, Wax Truck Rack and Soft Wax MEK Truck Rack.

4. Woods Cross Refinery (the “Woods Cross Assets”)

A. Group 1 Woods Cross Assets:

1. Crude Unit 2: atmospheric distillation tower (15,000 bbls/day nameplate capacity).

2. FCC Unit 2: fluid catalytic cracking unit (8,000 bbls/day nameplate capacity).

3. Polymerization Unit: polymerization unit (2,500 bbls/day nameplate capacity).

Provided, that the Group 1 Woods Cross Assets shall not include any licensed responsibilities for the stationary level gauge located in the foregoing assets until such time as Woods Cross Operating (or its Affiliate) has obtained the necessary license for the stationary level gauge. Until that time, HollyFrontier Group employees will perform the licensed responsibilities as a transition service to Woods Cross Operating.

B. Group 2 Woods Cross Assets

All assets other than the Group 1 Woods Cross Assets at or near the Woods Cross Refinery owned by HEP Woods Cross, including Crude Oil Tanks 103, 121 and 126.

5. Navajo Refinery (the “Navajo Assets”)

A. Relocated Crude Oil Tank 437.

B. Replacement tank for Crude Oil Tank 439 (now known as Tank #1225).

C. Crude Oil Tanks 1201A and 1201B.

D. Four 50,000 barrel refined product tanks to-be-constructed at the Navajo Refinery following the effective date of the Agreement.

C-2

Exhibit D

to

Fourth Amended and Restated Services and Secondment Agreement

Accounting Procedures

This Exhibit shall govern the Accounting Procedures with regard to the billing and/or reimbursement of costs and expenses incurred by the HollyFrontier Group in connection with the HEP Seconded Employees pursuant to the Agreement. These Accounting Procedures shall be in effect until replaced or modified by mutual agreement of the Parties.

1. General Provisions

(a) Statements and Billings. The HollyFrontier Group shall record the Partnership Group’s financial transactions resulting from this Agreement in its financial system and allow the Partnership Group reasonable access to such records in that system.

(b) Payments by the Partnership Group. The Partnership Group shall pay all costs and expenses incurred by the HollyFrontier Group in accordance with Section 3.03 of the Agreement. Notwithstanding anything to the contrary in this Agreement, the HollyFrontier Group shall only look to the Partnership Group Member that owns the applicable Assets for which such costs and expenses were incurred for payment.

(c) Adjustments. Except as otherwise provided in the Agreement, the payment of any such bills shall not prejudice the right of the Partnership Group to protest or question the correctness or appropriateness thereof; provided, however, that all bills and statements rendered to the Partnership Group during any calendar year shall conclusively be presumed to be true and correct after twelve (12) months following the end of any such calendar year, unless prior to the end of said twelve (12) month period the Partnership Group takes written exception thereto and makes a claim against the HollyFrontier Group for adjustment.

(d) Financial Records. The HollyFrontier Group shall maintain accurate books and records in accordance with GAAP.

(e) No Duplication. It is the intent of the Parties that any amounts billed to the Partnership Group under this Agreement shall be without duplication of amounts billed to the Partnership Group under the Omnibus Agreement, the Master Site Services Agreement and other agreements between the Parties.

2. HEP Seconded Employee Expenses. Subject to the Allocation Methodology (as defined below), the Partnership Group shall be required to provide reimbursement for each month during the Period of Secondment for all costs and expenses incurred for such month for the HEP Seconded Employees, including the following (collectively, the “HEP Seconded Employee Expenses”):

(a) Salary and wages (including payroll and withholding taxes associated therewith);

(b) Cash bonuses;

(c) Costs of matching and other 401(k) contributions;

D-1

(d) Any cash expense associated with any deferred compensation plan;

(e) Vacation, sick leave, personal leave, maternity leave and any other federal or state mandated leave;

(f) Healthcare coverage, including medical, dental, vision and prescription drug coverage;

(g) Flexible benefits plan, including medical care and dependent care expense reimbursement programs;

(h) Short-term disability benefits and long-term disability insurance premiums;

(i) Workers’ compensation insurance;

(j) Premiums for life insurance, accidental death and dismemberment insurance and any other insurance provided to the HEP Seconded Employees by the HollyFrontier Group;

(k) The vesting of any long-term incentive awards, whether granted before or during the Period of Secondment;

(l) Termination costs;

(m) Business travel expenses and other business expenses reimbursed in the normal course by the HollyFrontier Group;

(n) Any other employee benefit or compensation arrangement customarily provided to all employees by the HollyFrontier Group for which the HollyFrontier Group incurs costs with respect to HEP Seconded Employees; and

(o) Any sales taxes imposed upon the provision of any taxable services provided under this Agreement; provided, however, that the Parties contemplate that the services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

When it is not reasonably practicable to determine the amount of any such costs or expense described above, the Parties shall mutually agree on the method of determining or estimating such cost or expense. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by the HollyFrontier Group, or in such manner as may otherwise be agreed between the Parties.

3. Allocation Methodology. The HollyFrontier Group shall bill the Partnership Group for the HEP Seconded Employee Expenses in accordance with the following allocation methodology (“Allocation Methodology”):

The HollyFrontier Group and the Partnership Group will maintain a schedule reflecting whether each HEP Seconded Employee shall be billed based on the (a) percentage of time such HEP Seconded Employee provides Services to the Partnership Group in relation to the Assets or (b) time such HEP Seconded Employee actually spends providing Services to the Partnership Group in relation to the Assets.

D-2

The HollyFrontier Group will use commercially reasonable efforts to maintain an allocation schedule reflecting the employee costs for each HEP Seconded Employee based on either the (a) percentage of time such HEP Seconded Employee provides Services to the Partnership Group in relation to the Assets or (b) time such HEP Seconded Employee actually spends providing Services to the Partnership Group in relation to the Assets. The Partnership Group has the right to review and dispute the allocation schedule prior to paying the HEP Seconded Employee Expenses to the HollyFrontier Group.

4. Direct Costs. The HollyFrontier Group shall be entitled to reimbursement for direct costs, including, but not be limited to, the following: (a) fees and expenses associated with providing other Persons such as consultants and professionals, and service or other organizations, (b) cost of workers’ compensation insurance premiums paid or allocated for the HEP Seconded Employees performing Services under this Agreement, not to exceed state manual rates for such insurance on a guaranteed cost basis and charged as an amount per $100 of payroll, and (c) any other expenditure not covered or dealt with in the foregoing provisions, and that is incurred by the HollyFrontier Group in the necessary and proper conduct of the Services, and that may be captured and billed to the Partnership Group on a direct cost basis.

D-3

Exhibit E-1

to

Fourth Amended and Restated Services and Secondment Agreement

Seconded Employee Positions – El Dorado

1. Refinery Manager (Group 1 El Dorado Assets and Group 2 El Dorado Assets)

2. Operations (Group 1 El Dorado Assets)

3. Oil Movements (Group 1 El Dorado Assets)

4. Safety (Group 1 El Dorado Assets and Group 2 El Dorado Assets)

5. Maintenance (Turnaround, Electrical and Instrumentation, Machinist, Mechanical) (Group 1 El Dorado Assets)

6. Environmental (El Dorado Assets and Group 2 El Dorado Assets)

7. Reliability and Engineering (Group 1 El Dorado Assets)

8. Technical Services (Group 1 El Dorado Assets)

9. Training (Group 1 El Dorado Assets and Group 2 El Dorado Assets)

E-1

Exhibit E-2

to

Fourth Amended and Restated Services and Secondment Agreement

Seconded Employee Positions – Cheyenne

1. Refinery Manager (Cheyenne Assets)

2. Operations (Cheyenne Assets)

3. Oil Movements (Cheyenne Assets)

4. Operations Training (Cheyenne Assets)

5. Safety (Cheyenne Assets)

6. Maintenance (Cheyenne Assets)

7. Environmental (Cheyenne Assets)

E-2

Exhibit E-3

to

Fourth Amended and Restated Services and Secondment Agreement

Seconded Employee Positions – Tulsa

1. Refinery Manager (Group 1 Tulsa Assets and Group 2 Tulsa Assets)

2. Operations (Group 1 Tulsa Assets and Group 2 Tulsa Assets)

3. Oil Movements (Group 1 Tulsa Assets)

4. Safety (Group 1 Tulsa Assets and Group 2 Tulsa Assets)

5. Maintenance (Group 1 Tulsa Assets and Group 2 Tulsa Assets)

6. Environmental (Group 1 Tulsa Assets and Group 2 Tulsa Assets)

E-3

Exhibit E-4

to

Fourth Amended and Restated Services and Secondment Agreement

Seconded Employee Positions – Woods Cross

1. Refinery Manager (Group 1 Woods Cross Assets and Group 2 Woods Cross Assets)

2. Operations (Unit Operations) (Group 1 Woods Cross Assets)

3. Safety (Occupational and Process) (Group 1 Woods Cross Assets and Group 2 Woods Cross Assets)

4. Environmental (Group 1 Woods Cross Assets and Group 2 Woods Cross Assets)

5. Engineering Services (Group 1 Woods Cross Assets)

6. Training / Operations Excellence (Group 1 Woods Cross Assets and Group 2 Woods Cross Assets)

7. Maintenance (including I & E) (Group 1 Woods Cross Assets and Group 2 Woods Cross Assets)

8. Oil Movements (Group 2 Woods Cross Assets)

E-4

Exhibit E-5

to

Fourth Amended and Restated Services and Secondment Agreement

Seconded Employee Positions – Navajo

1. Refinery Manager (Navajo Assets)

2. Operations (Navajo Assets)

3. Oil Movements (Navajo Assets)

4. Safety (Occupational) (Navajo Assets)

5. Environmental (Navajo Assets)

6. Training / Operations Excellence (Navajo Assets)

7. Maintenance (including I & E) (Navajo Assets)

8. Blending (Artesia) (Navajo Assets)

E-5

EX-10.8

Exhibit 10.8

Execution Version

THIRD AMENDMENT

TO THIRD AMENDED AND RESTATED

CRUDE PIPELINES AND TANKAGE AGREEMENT

This Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement (this “Amendment”) is entered into on February 8, 2021, to be effective as of January 1, 2021 (the “Third Amendment Effective Date”) by and among:

1. HollyFrontier Navajo Refining LLC, a Delaware limited liability company (“Navajo Refining”),

2. HollyFrontier Woods Cross Refining LLC, a Delaware limited liability company (“Holly Refining – Woods Cross”),

3. HollyFrontier Refining & Marketing LLC, a Delaware limited liability company (“HFRM”, together with Navajo Refining and Holly Refining – Woods Cross, the “HollyFrontier Entities”),

4. Holly Energy Partners - Operating, L.P., a Delaware limited partnership (the “Operating Partnership”),

5. HEP Pipeline, L.L.C., a Delaware limited liability company (“HEP Pipeline”), and

6. HEP Woods Cross, L.L.C., a Delaware limited liability company (“HEP Woods Cross”, together with the Operating Partnership and HEP Pipeline, the “Partnership Entities”).

Each of the HollyFrontier Entities and the Partnership Entities are individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, effective as of the Third Amendment Effective Date, the Parties removed certain assets previously the subject of the Third Amended and Restated Crude Pipelines and Tankage Agreement, effective as of March 12, 2015 (as amended to date, the “Agreement”), by and among the HollyFrontier Entities and the Partnership Entities, and made those assets subject to the Seventh Amended and Restated Master Throughput Agreement by and among the HollyFrontier Entities and the Partnership Entities, among other parties.

WHEREAS, in connection with the foregoing, the Parties desire to amend certain provisions of Agreement as set forth herein.

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

1

ARTICLE 1

AMENDMENTS

1.1 Amendments to Section 2.

(a) Section 2(a)(ii) of the Agreement is hereby amended by replacing the table therein with the following:

Pipeline Assets	Minimum Capacity
Crude Oil Trunk Pipelines	79,000 bpd capacity (the “Trunk Pipeline Minimum Capacity”)
Crude Oil Gathering Pipelines (including the Tankage Assets)	Effective Time until the fifth anniversary of the Effective Time: 50,000 bpd capacity; Commencing on the fifth anniversary of the Effective Time until the tenth anniversary of the Effective Time: 47,500 bpd capacity; and Commencing on the tenth anniversary of the Effective Time until the expiration of the Term: 45,000 bpd capacity (collectively, the “Gathering Pipeline Minimum Capacity”)
Woods Cross Pipelines	8,000 bpd capacity (the “Woods Cross Minimum Capacity”)
Roswell Products Pipelines	a proportionate amount of 36,000 bpq capacity (the “Roswell Pipeline Minimum Capacity”)

(b) Section 2 of the Agreement is hereby amended by removing subsection (c) and replacing it as follows:

“(c) [Reserved].”

(c) Section 2(k) of the Agreement is hereby amended by adding the following sentence:

“For the purpose of making such determination, the Drop-Down Assets will be deemed to include the Refinery Tankage.”

1.2 Amendments to Annexes and Schedules.

(a) Annex A to the Agreement is hereby amended to restate the definition of “Tankage Assets” as follows:

“Tankage Assets” means, collectively, (a) the Artesia Crude Oil Pipeline Tankage and (b) the Lovington Crude Oil Tankage.

(b) Schedule III to the Agreement is hereby removed from the Agreement.

2

ARTICLE 2

MISCELLANEOUS

2.1 Counterparts. This Amendment may be executed in counterparts each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.

2.2 Successors and Assigns. Section 12(b) of the Agreement is hereby incorporated by reference into this Section 2.2, mutatis mutandis.

2.3 Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement between the Parties as to the subject matter of the Agreement and, except as provided for in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect as originally written.

[Remainder of page intentionally left blank. Signature pages follow.]

3

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

PARTNERSHIP ENTITIES:
HOLLY ENERGY PARTNERS - OPERATING, L.P.
HEP WOODS CROSS, L.L.C.
HEP PIPELINE, L.L.C.
By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	President
HOLLYFRONTIER ENTITIES:
HOLLYFRONTIER NAVAJO REFINING LLC
HOLLYFRONTIER WOODS CROSS REFINING LLC
By:	/s/ Thomas G. Creery
Name:	Thomas G. Creery
Title:	Senior Vice President, Commercial
HOLLYFRONTIER REFINING & MARKETING LLC
By:	/s/ Thomas G. Creery
	Thomas G. Creery
	President

SIGNATURE PAGE TO THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CRUDE PIPELINES AND

TANKAGE AGREEMENT

XML

Document and Entity Information	Feb. 08, 2021
Cover [Abstract]
Entity Registrant Name	HollyFrontier Corp
Amendment Flag	false
Entity Central Index Key	0000048039
Document Type	8-K
Document Period End Date	Feb. 08, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-03876
Entity Tax Identification Number	75-1056913
Entity Address, Address Line One	2828 N. Harwood
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	871-3555
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	HFC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false