EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

ASSIGNMENT AND ASSUMPTION OF THROUGHPUT AGREEMENTS 

THIS ASSIGNMENT AND ASSUMPTION OF THROUGHPUT AGREEMENTS (this “Assignment”) is made and entered into on this 16th day of
October, 2015 to be effective as of 12:01 a.m. Central Time on January 1, 2015 (the “Effective Time”), by and among HOLLY ENERGY PARTNERS-OPERATING, L.P. (“Assignee”), on the one hand, and HOLLY ENERGY
STORAGE-LOVINGTON LLC, a Delaware limited liability company (“HEP Lovington”), HEP TULSA LLC, a Delaware limited liability company (“HEP Tulsa”), CHEYENNE LOGISTICS LLC, a Delaware limited liability company
(“Cheyenne Logistics”), and EL DORADO LOGISTICS LLC a Delaware limited liability company (“El Dorado Logistics”; with HEP Lovington, HEP Tulsa and Cheyenne Logistics, collectively, the “Assignors”),
on the other hand, with reference to the following facts: 
 Recitals: 

A. In connection with that certain Loading Rack Throughput Agreement (Lovington), dated as of March 31, 2010 (the “Lovington
Agreement”), between Navajo Refining Company, L.L.C. (“Navajo”) and HEP Lovington, HEP Lovington agreed, among other things, to provide certain loading services for Navajo with respect to a certain Loading Rack, as defined
therein. 
 B. In connection with that Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East),
dated as of August 31, 2011 (the “Tulsa East Agreement”), among Holly Refining and Marketing-Tula LLC (“HRM-Tulsa”) and HEP Tulsa, HEP Tulsa agreed, among other things, to provide certain transportation,
storage and loading services to HRM-Tulsa with respect to certain Group 1 Assets, Group 2 Assets and Interconnecting Pipelines, as defined therein. 

C. 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 (the “Cheyenne Agreement”) between Frontier Refining LLC (“Frontier Refining”) and Cheyenne Logistics, Cheyenne Logistics agreed, among other things, to provide certain storage and
loading services to Frontier Refining with respect to the Cheyenne Assets, as defined therein. 
 D. 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 (the “El Dorado Agreement”) between Frontier El Dorado Refining LLC (“Frontier El Dorado
Refining”) and El Dorado Logistics, El Dorado Logistics agreed, among other things, to provide certain transportation, storage and loading services to Frontier El Dorado Refining with respect to the El Dorado Assets, as defined therein.

 E. As used herein, the term “Agreements” means the Lovington Agreement, Tulsa East Agreement, Cheyenne Agreement and the
El Dorado Agreement. 
 F. Each of the Assignors desire to assign to Assignee, as of the Effective Time, all of their respective right,
title and interest in, to and under the Agreements, and Assignee desires to receive from Assignors such assignment and to assume each and all of the obligations of Assignors under the Agreement to be performed following the Effective Time. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignors and Assignee
hereby agree as follows: 
 1. Recitals. The Recitals set forth above are hereby incorporated herein and made a part of this
Agreement by reference. 







 2. Assignment. Assignors hereby assign and transfer to Assignee all of their respective
right, title and interest in, to and under the Agreements, effective as of the Effective Time. 
 3. Assumption. Assignee hereby
accepts such assignment, and assumes and agrees to be solely responsible for the payment, performance and discharge when due of all liabilities and obligations of Assignors arising under the Agreements from and after the Effective Time. 

4. Guaranties by HEP. Holly Energy Partners, L.P. (“HEP”) hereby acknowledges and agrees that for purposes of
(a) Sections 8(b) and 13 of the Lovington Agreement, (b) Sections 9(b) and 15 of the Tulsa East Agreement, (c) Sections 9(d) and 15 of the Cheyenne Agreement, and (d) Sections 9(b) and 15 of the El Dorado Agreement,
HEP’s obligations will continue after Effective Time and following the Effective Time such guarantee shall apply to and include the obligations assigned hereunder to and assumed hereunder by Assignee. 

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

6. Binding Effect. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. 
 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Texas, without reference to the principles of conflicts of laws or any other principle that could result in the application of the laws of any other jurisdiction. 

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument. 
 9. Captions. The captions section numbers in this Agreement are
for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. 

[Signatures to follow] 

  
 2 








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

					
	ASSIGNORS:
		
		 	HOLLY ENERGY STORAGE – LOVINGTON LLC
		 	HEP TULSA LLC
		 	CHEYENNE LOGISTICS LLC
		 	EL DORADO LOGISTICS LLC
			
		 	By:	 	 /s/ Bruce R. Shaw

		 	Name:	 	Bruce R. Shaw
		 	Title:	 	President
	
	ASSIGNEE:
		
		 	HOLLY ENERGY PARTNERS – OPERATING, L.P.
			
		 	By:	 	 /s/ Mark T. Cunningham

		 	Name:	 	Mark T. Cunningham
		 	Its:	 	Senior Vice President, Operations


  

			
	ACKNOWLEDGED AND AGREED
	FOR PURPOSES OF SECTION 4:
	
	HOLLY ENERGY PARTNERS, L.P.
	BY: HEP LOGISTICS HOLDINGS, L.P.
	BY: HOLLY LOGISTIC SERVICES, L.L.C.
		
	By:	 	 /s/ Bruce R. Shaw

	Name:	 	Bruce R. Shaw
	Its:	 	President


  
 [Signature
Page to Assignment and Assumption Agreement]