Second Letter Agreement



 Exhibit 10.2 
 June 29, 2007 
 Holly Energy Partners, L.P. 

100 Crescent Court, Suite 1600 
 Dallas, Texas
75201 
  

	Re:	Second Letter Agreement with Respect to certain Refined Product Pipelines subject to the Pipeline and Terminals Agreement (the “Agreement”) entered on
February 28, 2005, between Holly Energy Partners, L.P. (“Holly”) and ALON USA, LP (“ALON”) 

 Ladies and
Gentlemen: 
 The purpose of this Second Letter Agreement is to set forth certain agreements between Holly and ALON with respect
to certain Refined Product Pipelines subject to the Agreement and to the Letter Agreement, dated January 25, 2005, between Holly and ALON (the “First Letter Agreement,” attached hereto as Exhibit A). Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in the Agreement and the First Letter Agreement. 

In compliance with paragraph 2 of the First Letter Agreement, ALON has (i) acquired a right-of-way for a certain 9200-foot section
of pipeline located in Throckmorton County, Texas and (ii) made commercially reasonable efforts to correct the erroneous designation of the Trust Pipelines as common carrier pipelines in the Form T-4 permit filings at the Railroad Commission of
Texas (the “Commission”). ALON, along with Holly, has engaged in numerous informal discussions with various Commission staff members in an effort to change the common carrier status of the Trust Pipelines to private. To date, the
Commission has declined to address the designation of the pipelines through administrative action and has informed Holly and ALON that it will only consider this issue pursuant to a formal notice and hearing process if requested by Holly and/or
ALON. The Commission has also provided an informal opinion that the Commission has jurisdiction to regulate refined products lines related to safety issues but not as to regulation of refined products lines related to tariffs and access. 

Holly and ALON agree that it is not in the best interest of either party to pursue a formal hearing on the common carrier designation at
this time. Holly has proposed that notwithstanding paragraph 4 of the First Letter Agreement Holly would continue to designate in the annual Form T-4 filings at the Commission that the Trust Pipelines are public and not continue at this stage
efforts to correct such designation. 
 Holly and ALON agree that Holly shall designate in the annual Form T-4 filings at the
Commission that the Trust Pipelines are public but shall continue to (i) treat the Trust Pipelines as private pipelines insofar as Holly may lawfully do so and (ii) otherwise comply with paragraph 4 and the unnumbered paragraph following
paragraph 4 of the First Letter Agreement. 







 This Second Letter Agreement is not intended to replace the First Letter Agreement. The
parties agree that this Second Letter Agreement shall constitute an addition and supplement to the Agreement and the First Letter Agreement. 
 By execution of this Second Letter Agreement, Holly and ALON confirm that the foregoing accurately reflects their agreements with respect to the subject matter hereof. 

 

			
	ALON USA, LP
		
	By:	 	ALON USA GP, LLC, its general partner
		
	By:	 	  

		 	Harlin R. Dean
		 	Vice President and General Counsel
	
	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: