exv10w1






Exhibit 10.1




AMENDMENT NO. 2 TO



AMENDED AND RESTATED CREDIT AGREEMENT




     This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated
as of September 8, 2008 (the “Effective Date”) is among Holly Energy Partners — Operating,
L.P. (the “Borrower”), the Guarantors (as defined below), the parties that are “Banks”
under and as defined in the Credit Agreement referred to below (the “Banks”), Union Bank of
California, N.A., as administrative agent for such Banks (in such capacity, the “Administrative
Agent”) and as Sole Lead Arranger, Bank of America, N.A., as Syndication Agent, and Guaranty
Bank, as Documentation Agent.



RECITALS




     A. The Borrower, the Banks, and the Administrative Agent are parties to the Amended and
Restated Credit Agreement dated as of August 27, 2007, as amended by the Agreement and Amendment
No. 1 to Amended and Restated Credit Agreement dated as of February 25, 2008 (as so amended and as
the same may be further amended, modified or supplemented from time to time, the “Credit
Agreement”).



     B. In connection with such Credit Agreement, the undersigned Subsidiaries of the Borrower (the
“Guarantors”) executed and delivered that certain Amended and Restated Guaranty Agreement
dated as of August 27, 2007 (as the same may be further amended, modified or supplemented from time
to time, the “Guaranty”) in favor of the Administrative Agent for the benefit of the
Beneficiaries (as defined therein).



     C. The Borrower has requested that the Banks amend the Credit Agreement to make certain
changes to the Credit Agreement.



     THEREFORE, the parties hereto hereby agree as follows:



ARTICLE I.

DEFINITIONS




     Section 1.01 Terms Defined Above. As used in this Amendment, each of the terms
defined in the opening paragraph and the Recitals above shall have the meanings assigned to such
terms therein.



     Section 1.02 Terms Defined in the Credit Agreement. Each term defined in the Credit
Agreement and used herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless expressly provided to the contrary.



     Section 1.03 Other Definitional Provisions. The words “hereby”, “herein”,
“hereinafter”, “hereof”, “hereto” and “hereunder” when used in this Amendment shall



 









 




refer to this Amendment as a whole and not to any particular Article, Section, subsection or
provision of this Amendment. Section, subsection and Exhibit references herein are to such
Sections, subsections and Exhibits to this Amendment unless otherwise specified. All titles or
headings to Articles, Sections, subsections or other divisions of this Amendment or the exhibits
hereto, if any, are only for the convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such Articles, Sections, subsections, other
divisions or exhibits, such other content being controlling as the agreement among the parties
hereto. Whenever the context requires, reference herein made to the single number shall be
understood to include the plural; and likewise, the plural shall be understood to include the
singular. Words denoting sex shall be construed to include the masculine, feminine and neuter,
when such construction is appropriate; and specific enumeration shall not exclude the general but
shall be construed as cumulative. Definitions of terms defined in the singular or plural shall be
equally applicable to the plural or singular, as the case may be, unless otherwise indicated.


ARTICLE II.

AMENDMENTS



     Section 2.01 Amendments to Credit Agreement. Effective as of the Effective Date, the
Credit Agreement shall hereby be amended as follows:


          (a) The first sentence of the definition of “EBITDA” found in Section 1.01 (Certain
Defined Terms) of the Credit Agreement is hereby amended to read as follows (and the remainder of
such definition shall remain unchanged):


“EBITDA” means, for the Limited Partner and its Subsidiaries on a Consolidated basis for
any period, (a) Net Income for such period plus (b) to the extent deducted in determining
Net Income, Interest Expense, taxes, depreciation, amortization and other noncash items for such
period plus (or minus) (c) any net change in deferred revenue related to the satisfaction
of any minimum revenue commitments by any contract counterparties.



          (b) Exhibit C of the Credit Agreement is hereby amended by replacing such exhibit in its
entirety with Exhibit C attached hereto.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES



     Section 3.01 Borrower Representations and Warranties. The Borrower represents and
warrants that: (a) the representations and warranties contained in the Credit Agreement and the
representations and warranties contained in the other Credit Documents are true and correct in all
material respects on and as of the Effective Date as if made on as and as of such date, except to
the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier date; (b) no
Default has occurred which is continuing; (c) the execution, delivery and performance of this
Amendment


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are within the partnership power and authority of the Borrower and have been duly authorized
by appropriate partnership action and proceedings; (d) this Amendment constitutes the legal, valid,
and binding obligation of the Borrower enforceable in accordance with its terms, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the
rights of creditors generally and general principles of equity; (e) there are no governmental or
other third party consents, licenses and approvals required to be obtained by the Borrower in
connection with the execution, delivery, performance of this Amendment by the Borrower or the
validity and enforceability of this Amendment against the Borrower; and (f) the Liens under the
Security Documents are valid and subsisting and secure Borrower’s obligations under the Credit
Documents.



     Section 3.02 Guarantors’ Representations and Warranties. Each Guarantor represents
and warrants that: (a) the representations and warranties of such Guarantor contained in the
Guaranty and the representations and warranties contained in the other Credit Documents to which
such Guarantor is a party are true and correct in all material respects on and as of the Effective
Date as if made on as and as of such date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct as
of such earlier date; (b) no Default has occurred which is continuing; (c) the execution, delivery
and performance of this Amendment are within the corporate or other organizational power and
authority of such Guarantor and have been duly authorized by appropriate action and proceedings;
(d) this Amendment constitutes the legal, valid, and binding obligation of such Guarantor
enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors generally and general
principles of equity; (e) there are no governmental or other third party consents, licenses and
approvals required to be obtained by such Guarantor in connection with the execution, delivery or
performance of this Amendment by such Guarantor or the validity and enforceability of this
Amendment against such Guarantor; (f) it has no defenses to the enforcement of its Guaranty (other
than the indefeasible payment in full of the Obligations); and (g) the Liens under the Security
Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s
obligations under the Credit Documents.



ARTICLE IV.

CONDITIONS




     The Credit Agreement shall be amended as provided herein, upon the date all of the following
conditions precedent have been met (the “Effective Date”):



     Section 4.01 Documents. The Administrative Agent shall have received this Amendment
duly and validly executed and delivered by duly authorized officers of the Borrower, the
Guarantors, the Administrative Agent, and the Majority Banks.



     Section 4.02 No Default. No Default shall have occurred which is continuing as of the
Effective Date.



-3-









 





     Section 4.03 Representations. The representations and warranties in this Amendment
shall be true and correct in all material respects as of the Effective Date.



     Section 4.04 Fees and Expenses. The Borrower shall have (a) paid or reimbursed the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with this Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the fees and disbursements of the
Administrative Agent’s outside legal counsel, in each case, pursuant to all invoices of the
Administrative Agent and/or such counsel presented to the Borrower for payment not less than one
Business Day prior to the Effective Date, and (b) paid to each Bank executing this Amendment on or
before September 8, 2008 an amendment fee equal to $5,000; provided, that for purposes of this
clause (b), Prudential Retirement Insurance and Annuity Company and Pruco Life Insurance Company
shall be deemed to be one Bank.



ARTICLE V.

MISCELLANEOUS




     Section 5.01 Effect on Credit Documents; Acknowledgments.



          (a) The Borrower acknowledges that on the date hereof all Obligations are payable without
defense, offset, counterclaim or recoupment.



          (b) The Administrative Agent, the Issuing Banks, and the Banks hereby expressly reserve all of
their rights, remedies, and claims under the Credit Documents. Nothing in this Amendment shall
constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the
Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit
Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Bank, or any Bank
with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, any Issuing
Bank, or any Bank to collect the full amounts owing to them under the Credit Documents.



          (c) Each of the Borrower, the Guarantors, Administrative Agent, Issuing Banks and the Banks
does hereby adopt, ratify, and confirm the Credit Agreement and each other Credit Document, as
amended hereby, and acknowledges and agrees that the Credit Agreement and each other Credit
Document, as amended hereby, is and remains in full force and effect, and the Borrower and the
Guarantors acknowledge and agree that their respective liabilities under the Credit Agreement and
the other Credit Documents are not impaired in any respect by this Amendment.



          (d) From and after the Effective Date, all references to the Credit Agreement and the Credit
Documents shall mean such Credit Agreement and such Credit Documents as amended by this Amendment.



          (e) This Amendment is a Credit Document for the purposes of the provisions of the other Credit
Documents. Without limiting the foregoing, any breach



-4-









 







of representations, warranties, and covenants under this Amendment shall be a Default or Event
of Default, as applicable, under the Credit Agreement.



     Section 5.02 Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms,
acknowledges and agrees that its obligations under the Guaranty are in full force and effect and
that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual
payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the
Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been
amended by this Amendment, and its execution and delivery of this Amendment does not indicate or
establish an approval or consent requirement by such Guarantor under the Guaranty in connection
with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the
other Credit Documents (other than the Guaranty or any other Credit Document to which such
Guarantor is a party).



     Section 5.03 Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original and all of which, taken together, constitute a
single instrument. This Amendment may be executed by facsimile signature and all such signatures
shall be effective as originals.



     Section 5.04 Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns permitted pursuant
to the Credit Agreement.



     Section 5.05 Invalidity. In the event that any one or more of the provisions
contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Amendment.



     Section 5.06 Governing Law. This Amendment shall be deemed to be a contract made
under and shall be governed by and construed in accordance with the laws of the State of Texas.



     Section 5.07 Additional Agents. Neither the Syndication Agent nor the Documentation
Agent referred herein shall have any duties, obligations or liabilities in their respective
capacities as agents. The Sole Lead Arranger shall have no duties, obligations or liabilities in
its capacity as such under this Amendment or under any other Credit Document but shall be entitled
to the indemnities provided for it in the Credit Documents.



     Section 5.08 Patriot Act. Each Bank and the Administrative Agent (for itself and not
on behalf of any other Person) hereby notifies the Borrower and the Guarantors that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the
Borrower and the Guarantors, which information includes the names and addresses of the Borrower and
the Guarantors



-5-









 







and other information that will allow such Bank or the Administrative Agent, as applicable, to
identify the Borrower and the Guarantors in accordance with the Act.



     Section 5.09 Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.


THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[SIGNATURES BEGIN ON NEXT PAGE]




-6-









 





     EXECUTED effective as of the date first above written.




BORROWER:




HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership




By: HEP Logistics GP, L.L.C., a Delaware limited liability
 company,
its General Partner




By: Holly Energy Partners, L.P., a Delaware limited 
partnership,
its Sole Member




By: HEP Logistics Holdings, L.P., a Delaware limited

partnership, its General Partner




By: Holly Logistic Services, L.L.C., a Delaware limited

liability company, its General Partner



	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw	 	 
	 

	 	 	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 









GUARANTORS:




HEP PIPELINE GP, L.L.C., a Delaware

          limited liability company




HEP REFINING GP, L.L.C., a Delaware

          limited liability company




HEP MOUNTAIN HOME, L.L.C., a Delaware

          limited liability company




HEP PIPELINE, L.L.C., a Delaware

          limited liability company




HEP REFINING, L.L.C., a Delaware

          limited liability company




HEP WOODS CROSS, L.L.C., a Delaware

          limited liability company



	 	 	 	 	 
	 

	 	Each by:
	 	Holly Energy Partners — Operating, L.P., a
 Delaware limited
partnership and its Sole Member







By: HEP Logistics GP, L.L.C., a Delaware limited

liability company, its General Partner




By: Holly Energy Partners, L.P., a Delaware

limited partnership, its Managing Member




By: HEP Logistics Holdings, L.P., a 
Delaware
limited partnership, its General Partner




By: Holly Logistic Services, L.L.C., a

Delaware limited liability company, its
General Partner



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw
	 	 
	 

	 	 	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






	 	 	 	 	 	 	 
	 	 	HOLLY ENERGY FINANCE CORP., a Delaware
	 	 	                    corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw	 	 
	 

	 	 	 	Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	HEP NAVAJO SOUTHERN, L.P., a Delaware limited
	 

	 	 	 	partnership	 	 
	 	 	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP,
	 

	 	 	 	a Delaware limited partnership	 	 
	 	 	HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited
	 

	 	 	 	partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	Each by:
	 	HEP Pipeline GP, L.L.C., a Delaware limited

liability company and its General Partner	 	 







By: Holly Energy Partners — Operating, L.P., a
 Delaware
limited partnership and its Sole Member




By: HEP Logistics GP, L.L.C., a Delaware limited

liability company, its General Partner




By: Holly Energy Partners, L.P., a Delaware

limited partnership, its Managing Member




By: HEP Logistics Holdings, L.P., a
 Delaware
limited partnership, its General Partner




By: Holly Logistic Services, L.L.C., a

Delaware limited liability company, its

General Partner



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw
	 	 
	 

	 	 	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 









HOLLY ENERGY PARTNERS, L.P., a Delaware

          limited partnership




By: HEP Logistics Holdings, L.P., a Delaware limited

partnership, its General Partner




By: Holly Logistic Services, L.L.C., a Delaware

limited liability company, its General Partner



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw
	 	 
	 

	 	 	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 







HEP REFINING ASSETS, L.P., a Delaware limited

          partnership




By: HEP Refining GP, L.L.C., a Delaware limited liability

company and its General Partner




By: Holly Energy Partners — Operating, L.P., a 
Delaware
limited partnership and its Sole Member




By: HEP Logistics GP, L.L.C., a Delaware limited

liability company, its General Partner




By: Holly Energy Partners, L.P., a Delaware

limited partnership, its Managing Member




By: HEP Logistics Holdings, L.P., a 
Delaware
limited partnership, its General Partner




By: Holly Logistic Services, L.L.C., a

Delaware limited liability company, its

General Partner



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw
	 	 
	 

	 	 	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement





 









 









HEP LOGISTICS GP, L.L.C., a Delaware limited
          liability company




By: Holly Energy Partners, L.P., a Delaware limited

partnership, its Managing Member




By: HEP Logistics Holdings, L.P., a Delaware 
limited
partnership, its General Partner




By: Holly Logistic Services, L.L.C., a 
Delaware
limited liability company, its General Partner



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bruce R. Shaw
	 	 
	 

	 	 	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., as
Administrative Agent and Sole Lead Arranger
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Sean Murphy, Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., as a Bank
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Sean Murphy, Senior Vice President	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Bank and as
 Syndication Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 	 	 	 	 
	 	 	GUARANTY BANK, as a Bank and as
Documentation Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP., as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT INSURANCE 
AND ANNUITY COMPANY, as a Bank
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Prudential Investment Management, Inc.,	 	 
	 

	 	 	 	as investment manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Timothy M. Laczkowski	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PRUCO LIFE INSURANCE COMPANY, as a Bank
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Timothy M. Laczkowski	 	 
	 

	 	 	 	Vice President	 	 






Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	COMPASS BANK, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND plc, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A., as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	COMERICA BANK, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	NATIXIS, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature page to Amendment No. 2 to Amended and Restated Credit Agreement




 









 




EXHIBIT C


FORM OF COMPLIANCE CERTIFICATE


FOR THE PERIOD FROM                     , 200      TO                     , 200     


     This certificate dated as of                     ,                      is prepared pursuant to the Amended and
Restated Credit Agreement dated as of August 27, 2007 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”) among HOLLY ENERGY PARTNERS -
OPERATING, L.P., a Delaware limited partnership (“Borrower”), the lenders party thereto
(the “Banks”), the Banks issuing letters of credit thereunder from time to time (the
“Issuing Banks”) and UNION BANK OF CALIFORNIA, N.A., as administrative agent for such Banks
and Issuing Banks (in such capacity, the “Administrative Agent”). Unless otherwise defined
in this certificate, capitalized terms that are defined in the Credit Agreement shall have the
meanings assigned to them by the Credit Agreement.


     The undersigned hereby certifies (a) that no Default or Event of Default has occurred or is
continuing, (b) that all of the representations and warranties made by the Borrower and the
Guarantors contained in the Credit Agreement and in each of the other Credit Documents are true and
correct in all material respects on and as of the date hereof, and (c) that as of the last day of
the previous fiscal quarter, the following statements, amounts, and calculations were true and
correct:


I. Section 6.10 Leverage Ratio.


	 	 	 	 	 
	(a) Consolidated Funded Debt
	 	$	                    	 
	 
	(b) Consolidated Net Income 1
	 	$	                    	 
	 
	(c) Interest Expense 2
	 	$	                    	 
	 
	(d) taxes, depreciation, amortization,
and other non-cash items
	 	$	                    	 
	 
	(e) any net change in deferred revenue
related to the satisfaction by counterparty of
a minimum revenue commitment obligation
	 	$	                    	 







 



			
	1	 	The Consolidated net income of the Borrower and
its Subsidiaries, as determined in accordance with GAAP consistently applied,
excluding, however, any net gain or loss from extraordinary or non-recurring
items (including, but not limited to, any net gain or loss during such period
arising from the sale, exchange or other disposition of capital assets other
than in the ordinary course of business).
	 
	2	 	For the Borrower and its Subsidiaries determined
on a Consolidated basis, for any period, the total interest, letter of credit
fees, and other fees incurred in connection with any Debt for such period,
whether paid or accrued, including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, all as determined in conformity with GAAP.





Exhibit C - Page 1 of 3








 





	 	 	 	 	 
	(f) EBITDA3 = (b) + (c) 4 + (d) 5 +/- (e)
	 	$	                    	 
	 
	(g) Pro Forma EBITDA from Acquisitions and Capital
Expansion Projects
	 	$	                    	 
	 
	(h) Total Pro Forma EBITDA = (f) + (g)
	 	$	                    	 
	 
	Leverage Ratio = (a) divided by (h)
	 	 	                    	 
	 
	Maximum Leverage Ratio during a Specified
Acquisition Period
	 	 	5.75 to 1.00	 
	 
	Maximum Leverage Ratio at all other times
	 	 	5.25 to 1.00	 
	 
	Compliance
	 	Yes     No




II. Section 6.11 Interest Coverage Ratio



	 	 	 	 	 
	(a) Total Pro Forma EBITDA (see I(h) above)
	 	 	                    	 
	 
	(b) Interest Expense67
	 	 	                    	 
	 
	(c) Pro Forma Interest Expense from Acquisitions
and Capital Expansion Projects6
	 	 	                    	 
	 
	(d) Total Pro Forma Interest Expense = (b+c)
	 	 	                    	 
	 
	Interest Coverage Ratio = (a) divided by (d)
	 	 	                    	 
	 
	Minimum Interest Coverage Ratio
	 	 	2.50 to 1.00	 
	 
	Compliance
	 	Yes     No







 



			
	3	 	Calculate EBITDA for the four fiscal quarter
period then ended.
	 
	4	 	To the extent deducted in determining Consolidated
Net Income.
	 
	5	 	To the extent deducted in determining Consolidated
Net Income.
	 
	6	 	For the Limited Partner and its Subsidiaries
determined on a Consolidated basis, the total interest, letter of credit
fees, and other fees incurred in connection with any Debt for such
period, whether paid or accrued, including, without limitation, all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing, all as determined in
conformity with GAAP. To the extent that the EBITDA included in the
calculation of the Interest Coverage Ratio for any period shall include
pro forma amounts in connection with the Acquisition of any Person during
such period, the Interest Expense shall also include pro forma amounts
with respect to the Interest Expense of such Person.
	 
	7	 	Calculate the Interest Expense for the four fiscal
quarter period then ended.



Exhibit C - Page 2 of 3








 





     IN WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate as of
                    , 20          .



	 	 	 	 	 	 	 
	 	 	HOLLY ENERGY PARTNERS — OPERATING, L.P.,
a Delaware limited partnership
	 
	 	 	 	 	 	 
	 

	 	 	 	By: HEP Logistics GP, L.L.C., a Delaware

limited liability company, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: Holly Energy Partners, L.P., a Delaware

limited partnership, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: HEP Logistics Holdings, L.P., a Delaware

limited partnership, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: Holly Logistic Services, L.L.C., a Delaware

limited liability company, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	  
	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	  
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	  
	 	 






Exhibit C - Page 3 of 3