Indenture, dated March 12, 2012



 Exhibit 4.1 
 EXECUTION VERSION 
  

 
  

 
 HOLLY ENERGY
PARTNERS, L.P., 
 HOLLY ENERGY FINANCE CORP. 
 AND EACH OF THE GUARANTORS PARTY HERETO 
 6.50% SENIOR NOTES DUE 2020 

 
  

INDENTURE 
 Dated
as of March 12, 2012 
  
  

U.S. BANK NATIONAL ASSOCIATION 
 Trustee 
  

 
  

 







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture
 Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (a)(5)
	  	7.10
	 (b)
	  	7.10
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 312(a)
	  	2.05
	 (b)
	  	12.03
	 (c)
	  	12.03
	 313(a)
	  	7.06
	 (b)(1)
	  	N.A
	 (b)(2)
	  	7.06; 7.07
	 (c)
	  	7.06; 12.02
	 (d)
	  	7.06
	 314(a)
	  	4.03;12.02; 12.05
	 (b)
	  	N.A.
	 (c)(1)
	  	12.04
	 (c)(2)
	  	12.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	12.05
	 (f)
	  	N.A.
	 315(a)
	  	7.01
	 (b)
	  	7.05; 12.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
	 (c)
	  	2.12, 9.04
	 317(a)(1)
	  	6.08
	 (a)(2)
	  	6.09
	 (b)
	  	2.04
	 318(a)
	  	12.01
	 (b)
	  	N.A.
	 (c)
	  	12.01

 N.A. means not applicable. 
  

	*	This Cross Reference Table is not part of the Indenture. 








 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	ARTICLE 1	  			
	DEFINITIONS AND INCORPORATION	  			
	 BY REFERENCE

 
	  			
	Section 1.01	  	Definitions	  	 	1	  
	Section 1.02	  	Other Definitions	  	 	25	  
	Section 1.03	  	Incorporation by Reference of Trust Indenture Act	  	 	25	  
	Section 1.04	  	Rules of Construction	  	 	26	  
	  
 ARTICLE 2
	  			
	 THE NOTES

 
	  			
	Section 2.01	  	Form and Dating	  	 	26	  
	Section 2.02	  	Execution and Authentication	  	 	27	  
	Section 2.03	  	Registrar and Paying Agent	  	 	27	  
	Section 2.04	  	Paying Agent to Hold Money in Trust	  	 	27	  
	Section 2.05	  	Holder Lists	  	 	28	  
	Section 2.06	  	Transfer and Exchange	  	 	28	  
	Section 2.07	  	Replacement Notes	  	 	39	  
	Section 2.08	  	Outstanding Notes	  	 	40	  
	Section 2.09	  	Treasury Notes	  	 	40	  
	Section 2.10	  	Temporary Notes	  	 	40	  
	Section 2.11	  	Cancellation	  	 	41	  
	Section 2.12	  	Defaulted Interest	  	 	41	  
	  
 ARTICLE 3
	  			
	 REDEMPTION AND PREPAYMENT
  
	  			
	Section 3.01	  	Notices to Trustee	  	 	41	  
	Section 3.02	  	Selection of Notes to Be Redeemed or Purchased	  	 	41	  
	Section 3.03	  	Notice of Redemption	  	 	42	  
	Section 3.04	  	Effect of Notice of Redemption	  	 	43	  
	Section 3.05	  	Deposit of Redemption or Purchase Price	  	 	43	  
	Section 3.06	  	Notes Redeemed or Purchased in Part	  	 	43	  
	Section 3.07	  	Optional Redemption	  	 	43	  
	Section 3.08	  	Mandatory Redemption	  	 	44	  
	Section 3.09	  	Offer to Purchase by Application of Excess Proceeds	  	 	44	  
	  
 ARTICLE 4
	  			
	COVENANTS	  			
	Section 4.01	  	Payment of Notes	  	 	46	  
	Section 4.02	  	Maintenance of Office or Agency	  	 	46	  
	Section 4.03	  	Reports	  	 	47	  
	Section 4.04	  	Compliance Certificate	  	 	47	  
	Section 4.05	  	Taxes	  	 	48	  
	Section 4.06	  	Stay, Extension and Usury Laws	  	 	48	  
	Section 4.07	  	Restricted Payments	  	 	48	  
	Section 4.08	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	 	51	  
	Section 4.09	  	Incurrence of Indebtedness and Issuance of Disqualified Equity	  	 	53	  
	Section 4.10	  	Asset Sales	  	 	56	  


  
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	Section 4.11	  	Transactions with Affiliates	  	 	58	  
	Section 4.12	  	Liens	  	 	60	  
	Section 4.13	  	Business Activities	  	 	60	  
	Section 4.14	  	Corporate Existence	  	 	60	  
	Section 4.15	  	Offer to Repurchase Upon Change of Control	  	 	60	  
	Section 4.16	  	Limitation on Sale and Leaseback Transactions	  	 	62	  
	Section 4.17	  	Payments for Consent	  	 	62	  
	Section 4.18	  	Additional Guarantees	  	 	62	  
	Section 4.19	  	Designation of Restricted and Unrestricted Subsidiaries	  	 	63	  
	Section 4.20	  	Suspension of Covenants	  	 	63	  
	  
 ARTICLE 5
	  			
	 SUCCESSORS

 
	  			
	Section 5.01	  	Merger, Consolidation or Sale of Assets	  	 	64	  
	Section 5.02	  	Successor Corporation Substituted	  	 	66	  
	  
 ARTICLE 6
	  			
	 DEFAULTS AND REMEDIES
  
	  			
	Section 6.01	  	Events of Default	  	 	66	  
	Section 6.02	  	Acceleration	  	 	68	  
	Section 6.03	  	Other Remedies	  	 	69	  
	Section 6.04	  	Waiver of Past Defaults	  	 	69	  
	Section 6.05	  	Control by Majority	  	 	69	  
	Section 6.06	  	Limitation on Suits	  	 	69	  
	Section 6.07	  	Rights of Holders of Notes to Receive Payment	  	 	70	  
	Section 6.08	  	Collection Suit by Trustee	  	 	70	  
	Section 6.09	  	Trustee May File Proofs of Claim	  	 	70	  
	Section 6.10	  	Priorities	  	 	70	  
	Section 6.11	  	Undertaking for Costs	  	 	71	  
	  
 ARTICLE 7
	  			
	 TRUSTEE

 
	  			
	Section 7.01	  	Duties of Trustee	  	 	71	  
	Section 7.02	  	Rights of Trustee	  	 	72	  
	Section 7.03	  	Individual Rights of Trustee	  	 	72	  
	Section 7.04	  	Trustee’s Disclaimer	  	 	73	  
	Section 7.05	  	Notice of Defaults	  	 	73	  
	Section 7.06	  	Reports by Trustee to Holders of the Notes	  	 	73	  
	Section 7.07	  	Compensation and Indemnity	  	 	73	  
	Section 7.08	  	Replacement of Trustee	  	 	74	  
	Section 7.09	  	Successor Trustee by Merger, etc.	  	 	75	  
	Section 7.10	  	Eligibility; Disqualification	  	 	75	  
	Section 7.11	  	Preferential Collection of Claims Against the Issuers	  	 	75	  
	  
 ARTICLE 8
	  			
	 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 
	  			
	Section 8.01	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	75	  
	Section 8.02	  	Legal Defeasance and Discharge	  	 	76	  
	Section 8.03	  	Covenant Defeasance	  	 	76	  
	Section 8.04	  	Conditions to Legal or Covenant Defeasance	  	 	77	  


  
 ii 










							
	Section 8.05	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	78	  
	Section 8.06	  	Repayment to the Issuers	  	 	78	  
	Section 8.07	  	Reinstatement	  	 	78	  
	  
 ARTICLE 9
	  			
	 AMENDMENT, SUPPLEMENT AND WAIVER

 
	  			
	Section 9.01	  	Without Consent of Holders of Notes	  	 	79	  
	Section 9.02	  	With Consent of Holders of Notes	  	 	80	  
	Section 9.03	  	Compliance with Trust Indenture Act	  	 	81	  
	Section 9.04	  	Revocation and Effect of Consents	  	 	81	  
	Section 9.05	  	Notation on or Exchange of Notes	  	 	82	  
	Section 9.06	  	Trustee to Sign Amendments, etc.	  	 	82	  
	  
 ARTICLE 10
	  			
	 NOTE GUARANTEES
  
	  			
	Section 10.01.	  	Guarantee	  	 	82	  
	Section 10.02.	  	Limitation on Guarantor Liability	  	 	83	  
	Section 10.03.	  	Execution and Delivery of Note Guarantee	  	 	83	  
	Section 10.04.	  	Guarantors May Consolidate, etc., on Certain Terms	  	 	84	  
	Section 10.05.	  	Releases	  	 	85	  
	  
 ARTICLE 11
	  			
	 SATISFACTION AND DISCHARGE

 
	  			
	Section 11.01	  	Satisfaction and Discharge	  	 	85	  
	Section 11.02	  	Application of Trust Money	  	 	86	  
	  
 ARTICLE 12
	  			
	 MISCELLANEOUS

 
	  			
	Section 12.01	  	Trust Indenture Act Controls	  	 	87	  
	Section 12.02	  	Notices	  	 	87	  
	Section 12.03	  	Communication by Holders of Notes with Other Holders of Notes	  	 	88	  
	Section 12.04	  	Certificate and Opinion as to Conditions Precedent	  	 	88	  
	Section 12.05	  	Statements Required in Certificate or Opinion	  	 	88	  
	Section 12.06	  	Rules by Trustee and Agents	  	 	89	  
	Section 12.07	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	89	  
	Section 12.08	  	Governing Law	  	 	89	  
	Section 12.09	  	No Adverse Interpretation of Other Agreements	  	 	89	  
	Section 12.10	  	Successors	  	 	89	  
	Section 12.11	  	Severability	  	 	89	  
	Section 12.12	  	Counterpart Originals	  	 	89	  
	Section 12.13	  	Table of Contents, Headings, etc.	  	 	89	  
	  
 EXHIBITS

 
	  			
	Exhibit A	  	FORM OF GLOBAL NOTE	  
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER	  
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE	  
	Exhibit D	  	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR	  
	Exhibit E	  	FORM OF NOTATION OF GUARANTEE	  
	Exhibit F	  	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS	  


  
 iii









 INDENTURE dated as of March 12, 2012 among Holly Energy Partners, L.P., a Delaware
limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance Corp.” and, together with Holly Energy Partners, the “Issuers”), the Guarantors (as defined) and U.S. Bank
National Association, as trustee. 
 The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders (as defined) of the 6.50% Senior Notes due 2020 (the “Notes”): 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION 

BY REFERENCE 

Section 1.01 Definitions. 
 “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of,
and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 

“Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary
of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but excluding Indebtedness
which is extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of such specific Person; and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed
to be control, provided, further, that any third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the specified Person or the other Person merely
because of such common ownership in such specified Person. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent. 

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of: 

(1) 1.00% of the principal amount of the Note; or 

  
 1 








 (2) the excess of: (a) the present value at such redemption date of
(i) the redemption price of the Note at March 1, 2016 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through March 1, 2016
(excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater. 

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global
Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 

“Asset Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Holly Energy
Partners and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and 

(2) the issuance of Equity Interests in any of Holly Energy Partners’ Restricted Subsidiaries or the sale of Equity
Interests in any of its Subsidiaries. 
 Notwithstanding the preceding, none of the following items will be deemed to be an
Asset Sale: 
 (1) any sale, assignment, lease, license, transfer, abandonment or other disposition of
(A) damaged, worn-out, unserviceable or other obsolete or excess equipment or other property or (B) other property no longer necessary for the proper conduct of the business of Holly Energy Partners or any of its Restricted Subsidiaries;

 (2) any single transaction or series of related transactions that: (a) involves assets having a Fair
Market Value of less than $30.0 million or (b) results in net proceeds to Holly Energy Partners and its Restricted Subsidiaries of less than $30.0 million; 
 (3) a transfer of assets between or among Holly Energy Partners and its Restricted Subsidiaries; 
 (4) an issuance of Equity Interests by a Restricted Subsidiary of Holly Energy Partners to Holly Energy Partners or to a Restricted Subsidiary of Holly Energy Partners; 

(5) the sale or lease of products, services or accounts receivable in the ordinary course of business; 

(6) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the
ordinary course of business; 
 (7) a Restricted Payment that does not violate Section 4.07 hereof or a
Permitted Investment; 
 (8) any trade or exchange by Holly Energy Partners or any Restricted Subsidiary of
properties or assets of any type for properties or assets of any type owned or held by another Person, including any disposition of some but not all of the Equity Interests of a Restricted Subsidiary in exchange for assets or properties and after
which the Person whose Equity Interests 

  
 2 








 
have been so disposed of continues to be a Restricted Subsidiary, provided that the fair market value of the properties or assets traded or exchanged by Holly Energy Partners or such
Restricted Subsidiary (together with any cash or Cash Equivalent together with the liabilities assumed) is reasonably equivalent to the fair market value of the properties or assets (together with any cash or Cash Equivalent together with
liabilities assumed) to be received by Holly Energy Partners or such Restricted Subsidiary; and provided further that any cash received must be applied in accordance with Section 4.10 hereof; 

(9) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof; 

(10) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of
any kind; 
 (11) the grant in the ordinary course of business of any non-exclusive license of patents,
trademarks, registrations therefor and other similar intellectual property; and 
 (12) any disposition of
defaulted receivables that arose in the ordinary course of business for collection. 
 “Attributable Debt” in
respect of a sale-and-leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale-and-leaseback transaction
including any period for which such lease has been extended or may, at the option of the lessor, be extended. As used in the preceding sentence, “net rental payments” under any lease for any such period shall mean the sum of rental and
other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.
In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated. For purposes of this definition, present value shall be calculated using a discount rate equal to the rate of interest implicit in the subject transaction, determined in accordance with GAAP; provided,
however, that if such sale-and-leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

 “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the
Issue Date. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning. 
 “Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to
act on behalf of such board; 

  
 3 








 (2) with respect to a partnership, the Board of Directors or Board of
Managers of the general partner of the partnership, or in the case of Holly Energy Partners, the Board of Directors of Holly Logistic Services, L.L.C., the general partner of HEP Logistics Holdings, L.P.; 

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a
similar function. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

 “Business Day” means any day other than a Legal Holiday. 

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease
for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty. 
 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership interests; and 
 (4) any other
interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital
Stock, whether or not such debt securities include any right of participation with Capital Stock. 
 “Cash
Equivalents” means: 
 (1) United States dollars; 

(2) securities issued or fully guaranteed or insured by the United States government or any agency thereof having
maturities of not more than twenty-four (24) months from the date of acquisition thereof; 
 (3) time
deposits with, certificates of deposit, bankers’ acceptances or Eurodollar time deposits of, any commercial bank that (a) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the
principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia or any United States branch of a foreign bank, and is a member of the Federal Reserve
System, (b) issues long term securities with a rating of at least A- (or then equivalent 

  
 4 








 
grade, in each case with a stable outlook) by S&P and A3 (or then equivalent grade, in each case with a stable outlook) by Moody’s at the time of acquisition and (c) has combined
capital and surplus of at least $500,000,000, in each case with maturities of not more than twenty-four (24) months from the date of acquisition thereof; 
 (4) commercial paper of an issuer rated at least “A-2” (or the then equivalent grade) by S&P or “P-2” (or the then equivalent grade) by Moody’s at the time of acquisition or
guaranteed by a letter of credit issued by a financial institution rated at least A- (or then equivalent grade, in each case with stable outlook) by S&P and A3 (or then equivalent grade, in each case with stable outlook) by Moody’s at the
time of acquisition and such financial institution otherwise meets the requirements of subsections (a) and (c) of clause (3) of this definition, in each case having a tenor of not more than 270 days; 

(5) taxable and tax-exempt municipal securities rated at least A- (or then equivalent grade) by S&P and A3 (or then
equivalent grade) by Moody’s, including variable rate municipal securities, having maturities or put rights of not more than twenty-four (24) months from the date of acquisition; 

(6) corporate or bank debt of an issuer rated at least A- (or then equivalent grade, in each case with a stable outlook)
by S&P and A3 (or then equivalent grade, in each case with stable outlook) by Moody’s at the time of acquisition and having maturities of not more than twenty-four (24) months from the date of acquisition; 

(7) repurchase agreements relating to any of the investments listed in clauses (1) through (6) above with a
market value at least equal to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase agreements and has a combined capital and surplus of not less than $500,000,000 whose
long term securities are rated at least A- (or then equivalent grade) by S&P and A3 (or then equivalent grade) by Moody’s at the time of acquisition; 
 (8) asset-backed securities having as the underlying asset securities issued or guaranteed by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association rated at least A- (or
then equivalent grade, in each case with stable outlook) by S&P and A3 (or then equivalent grade, in each case with case with stable outlook) by Moody’s at the time of acquisition and having maturities of not more than twenty-four
(24) months from the date of acquisition; and 
 (9) Investments, classified in accordance with GAAP as
current assets of Holly Energy Partners or any of its Subsidiaries, in money market mutual or similar funds having assets in excess of $100,000,000, at least 95% of the assets of which are comprised of assets specified in clauses (1) through
(5) above of this definition. 
 “Change of Control” means the occurrence of any of the following:

 (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holly Energy Partners and its Subsidiaries taken as a whole to any “person” (as that term is used in
Section 13(d) of the Exchange Act), which occurrence is followed by a Ratings Decline within 90 days; 
 (2)
the adoption of a plan relating to the liquidation or dissolution of Holly Energy Partners or the removal of the General Partner by the limited partners of Holly Energy Partners; 

  
 5 








 (3) the consummation of any transaction (including, without limitation, any
merger or consolidation), the result of which is that any “person” (as defined above), other than a Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner or of
Holly Logistic Services L.L.C., measured by voting power rather than number of shares, which occurrence is followed by a Ratings Decline within 90 days; or 
 (4) the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors, which occurrence is followed by a Ratings Decline within 90 days.

 Notwithstanding the preceding, a conversion of Holly Energy Partners from a limited partnership to a corporation, limited
liability company or other form of entity or an exchange of all of the outstanding limited partnership interests for capital stock in a corporation, for member interests in a limited liability company or for Equity Interests in such other form of
entity shall not constitute a Change of Control, so long as following such conversion or exchange a majority of the members of the Board of Directors of such entity are nominees of Holly Corporation. 

“Clearstream” means Clearstream Banking, S.A. 
 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

 (1) an amount equal to the dividends or distributions paid during such period in cash or Cash Equivalents to
such Person or any of its Restricted Subsidiaries by a Person that is not a Restricted Subsidiary of such Person; plus 
 (2) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale or the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, to the extent such losses were deducted in computing such Consolidated Net
Income; plus 
 (3) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 
 (4) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with aspect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income; plus 
 (5) depreciation, amortization (including amortization of
intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; minus 

  
 6 








 (6) non-cash items increasing such Consolidated Net Income for such period,
other than the accrual of revenue in the ordinary course of business, 
 in each case, on a consolidated basis and determined in
accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any specified Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 

(1) the aggregate Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by
the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; 

(3) the cumulative effect of a change in accounting principles will be excluded; 

(4) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income,
including, without limitation those resulting from the application of Financial Accounting Standards Board Statement No. 133 will be excluded; 
 (5) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any Asset Sale (including dispositions pursuant to sale-and-leaseback
transactions) or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person shall be excluded; 
 (6) any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 “Goodwill and Other Intangible Assets” shall be excluded; 

(7) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards shall be
excluded; and 
 (8) any extraordinary or nonrecurring gain or loss, together with any related provision for
taxes on such extraordinary or nonrecurring gain or loss, shall be excluded. 
 “Consolidated Net Tangible Assets”
means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less applicable
reserves reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like
intangibles reflected in such balance sheet. 
 “Continuing Directors” means, as of any date of determination,
any member of the Board of Directors of the General Partner who: 
 (1) was a member of such Board of Directors
on the Issue Date; or 

  
 7 








 (2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 
 “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the
Issuers. 
 “Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of
February 14, 2011, by and among HEP Operating Company, L.P., Wells Fargo Bank, N.A., as administrative agent, Union Bank, N.A., as syndication agent, BBVA Compass Bank and U.S. Bank N.A., as co-documentation agents, Wells Fargo Securities, LLC
and Union Bank, N.A., as joint lead arrangers and joint bookrunners, and the financial institutions party thereto, providing for revolving credit borrowings and letters of credit, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. 

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or
commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in
whole or in part from time to time. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto. 
 “Default” means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the
Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture. 
 “Disqualified Equity” means any Equity Interest
that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding
the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity Interest have the right to require Holly Energy Partners to repurchase such Equity Interest upon the occurrence of a
change of control or an asset sale will not constitute Disqualified Equity if the terms of such Equity Interest provide that Holly Energy Partners may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such
repurchase or redemption complies with Section 4.07 hereof. 

  
 8 








 “Domestic Subsidiary” means any Restricted Subsidiary of Holly Energy
Partners that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees any Indebtedness of Holly Energy Partners. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means any
public or private sale of Equity Interests (other than Disqualified Equity) made for cash on a primary basis by Holly Energy Partners after the Issue Date. 
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.  
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
 “Existing Indebtedness” means the aggregate principal amount of Indebtedness of Holly Energy Partners and its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the Issue Date, until such amounts are repaid. 
 “Fair Market Value” means the value that would
be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Holly Energy Partners (unless otherwise provided in this
Indenture). 
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases,
redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Equity subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio
is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro
forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity, and the use of the proceeds therefrom, as if
the same had occurred at the beginning of the applicable Reference Period. 
 In addition, for purposes of calculating the Fixed
Charge Coverage Ratio: 
 (1) acquisitions (including, without limitation, a single asset, a division or segment
or an entire company) that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, asset purchase transactions or consolidations and including any


  
 9 








 
related financing transactions during the Reference Period or subsequent to such Reference Period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on
the first day of the Reference Period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or accounting officer
of Holly Energy Partners (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or
policy of the SEC related thereto); 
 (2) the Consolidated Cash Flow attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation
Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 

(4) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as
if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging
Obligation has a remaining term as at the Calculation Date in excess of 12 months); and 
 (5) if any
Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the
pro forma calculation. 
 “Fixed Charges” means, with respect to any specified Person for any period,
(A) the sum, without duplication, of: 
 (1) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 
 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 
 (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity of such Person or any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of Holly Energy Partners (other than Disqualified Equity) or to Holly Energy Partners or a Restricted Subsidiary of Holly 

  
 10 









 
Energy Partners, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; minus 
 (B) to the extent
included in (A) above, write-off of non-recurring deferred financing costs of such Person and its Restricted Subsidiaries during such period and any charge related to, or any premium or penalty paid in connection with, paying any such
Indebtedness of such Person and its Restricted Subsidiaries prior to its Stated Maturity. 
 “GAAP” means
generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. Notwithstanding the foregoing, the characterization of leases as
operating or capital leases shall be determined in accordance with GAAP as in effect on the date of entry into the applicable lease. 
 “General Partner” means HEP Logistics Holdings, L.P., a Delaware limited partnership, and its successors and permitted assigns as general partner of Holly Energy partners or as the
business entity with the ultimate authority to manage the business and operations of Holly Energy Partners. 
 “Global
Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with
Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. 
 “Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States of American is pledged. 

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course
of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. 

“Guarantors” means each of: 
 (1) the existing and future Domestic Subsidiaries of Holly Energy Partners other than (a) Immaterial Subsidiaries of Holly Energy Partners, (b) Unrestricted Subsidiaries, and
(c) Subsidiaries of Holly Energy Partners that do not Guarantee Indebtedness under a Credit Facility; and 

(2) any other Subsidiary of Holly Energy Partners that executes a Note Guarantee in accordance with the provisions of this
Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

  
 11 









 “Hedging Obligations” means, with respect to any specified Person, the
obligations of such Person incurred in the ordinary course of business and not for speculative purposes under: 

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements entered into with one or more financial institutions and designed to reduce costs of borrowing or to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in
interest rates with respect to Indebtedness incurred; 
 (2) other agreements or arrangements designed to manage
interest rates or interest rate risk; and 
 (3) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates or commodity prices. 
 “Holder” means a Person in whose name a
Note is registered. 
 “IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the
Notes transferred to Institutional Accredited Investors.  
 “Immaterial Subsidiary”
means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $500,000 and whose total revenues for the most recent 12-month period do not exceed $500,000; provided that a Restricted Subsidiary will not
be considered to be an Immaterial Subsidiary if it, directly or indirectly, Guarantees any Indebtedness of Holly Energy Partners. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: 

(1) in respect of borrowed money; 
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 

(3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six
months after such property is acquired or such services are completed; or 
 (6) representing any Hedging
Obligations, 
 if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would
appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether
or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 

  
 12 









 Notwithstanding the foregoing, the following shall not constitute “Indebtedness”:

 (1) accrued expenses and trade accounts payable arising in the ordinary course of business; 

(2) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Indebtedness in respect of bid,
performance, surety, appeal, payment, insurance contracts and similar bonds issued for the account of Holly Energy Partners and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of Holly
Energy Partners or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed); 

(3) any Indebtedness which has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or
Government Securities (in an amount sufficient to satisfy all such Indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and Special Interest, if any, and premium, if any) in a trust or account created or
pledged for the sole benefit of the holders of such indebtedness and subject to no other Liens, and the other applicable terms of the instrument governing such Indebtedness; 

(4) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence; and 

(5) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments,
holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets.

 “Indenture” means this Indenture, as amended or supplemented from time to time. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

 “Initial Notes” means the first $300,000,000 aggregate principal amount of Notes issued under this Indenture
on the date hereof. 
 “Initial Purchasers” means Citigroup Global Markets Inc., UBS Securities LLC, Wells
Fargo Securities, LLC, Banco Bilbao Vizcaya Argentaria, S.A., Capital One Southcoast, Inc., Comerica Securities, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lloyds Securities Inc.,
Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co., LLC, Natixis Securities Americas LLC, PNC Capital Markets LLC, RB International Markets (USA) LLC, SMBC Nikko Capital Markets Limited, SunTrust Robinson Humphrey, Inc., TD
Securities (USA) LLC and U.S. Bancorp Investments, Inc. 
 “Institutional Accredited Investor” means an
institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 
 “Investment Grade Rating” of the notes, means that the notes shall have been assigned a Moody’s rating of Baa3 or higher and an S&P rating of BBB- or higher, or if one of such
rating agencies shall not make a rating on the notes publicly available for reasons outside the control of the Issuers, then “Investment Grade Rating” shall mean that the notes shall have been assigned such a rating by one of


  
 13 









 
such rating agencies and an equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuers. 
 “Investments” means, with respect to any
Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP. If Holly Energy Partners or any Subsidiary of Holly Energy Partners sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Holly Energy Partners such that, after
giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Holly Energy Partners, Holly Energy Partners will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value
of Holly Energy Partners’ Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(b) hereof. 
 “Issue Date” means the first date on which the notes are issued, authenticated and delivered under this Indenture. 

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of Holly Energy Partners in which Holly
Energy Partners or any of its Restricted Subsidiaries makes any Investment. 
 “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. In no event shall a right of first refusal be deemed to
constitute a lien. 
 “Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating
agency business thereof. 
 “Net Income” means, with respect to any specified Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
 (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: 

(a) any Asset Sale; or 

  
 14 









 (b) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and 
 (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). 

“Net Proceeds” means the aggregate cash proceeds received by Holly Energy Partners or any of its Restricted Subsidiaries
in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of: 

(1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking
fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, 
 (2) taxes
paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, 
 (3) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and
all distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and 
 (4) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets
or for liabilities associated with such Asset Sale and retained by Holly Energy Partners or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall
include only the amount of the reserve so reversed or the amount returned to Holly Energy Partners or its Restricted Subsidiaries from such escrow arrangement, as the case may be. 

“Non-Recourse Debt” means Indebtedness: 

(1) as to which neither Holly Energy Partners nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take
enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
 (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Holly Energy Partners or any of its Restricted Subsidiaries except as contemplated
by clause (14) of the definition of Permitted Liens. 
 For purposes of determining compliance with Section 4.09
hereof, in the event that any Non-Recourse Debt of any of Holly Energy Partners’ Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by
a Restricted Subsidiary of Holly Energy Partners. 

  
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 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Note Guarantee” means the Guarantee by each Guarantor of the Issuers’ obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the
preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes. 
 “Obligations” means any principal, interest and Special Interest, if any,
penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means the final Offering Memorandum of the Issuers, dated February 28, 2012 with respect to the Notes. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, if such Person is a limited partnership, the General Partner of such Person).

 “Officers’ Certificate” means a certificate signed on behalf of Holly Energy Partners by two Officers
of Holly Energy Partners or the General Partner, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Holly Energy Partners, that meets the requirements of
Section 12.05 hereof. 
 “Operating Surplus” has the meaning assigned to such term in the Partnership
Agreement, as in effect on the Issue Date. 
 “Opinion of Counsel” means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to Holly Energy Partners, the General Partner, any Subsidiary of Holly Energy Partners or the General
Partner or the Trustee. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated as of July 13, 2004, as such may be further
amended, modified or supplemented from time to time. 
 “Permitted Business” means either (1) marketing,
gathering, transporting (by barge, pipeline, ship, truck or other modes of hydrocarbon transportation), terminalling, storing, producing, acquiring, developing, exploring for, exploiting, producing, processing, dehydrating and otherwise handling
crude oil, gas, casinghead gas, drip gasoline, natural gasoline, condensates, distillates, liquid hydrocarbons, asphalt, gaseous hydrocarbons and all other constituents, elements, compounds or products refined or processed from any of the foregoing,
which activities shall include, for the avoidance of doubt, 

  
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constructing pipeline, platform, dehydration, processing, storing and other energy-related facilities, and activities or services reasonably related or ancillary thereto, including entering into
purchase and sale agreements, supply agreements and Hedging Obligations related to these businesses, or (2) any other business that generates gross income at least 90% of which constitutes “qualifying income” under
Section 7704(d) of the Internal Revenue Code of 1986, as amended, and business reasonably related or ancillary thereto. 

“Permitted Business Investments” means Investments by Holly Energy Partners or any of its Restricted Subsidiaries in any
Unrestricted Subsidiary of Holly Energy Partners or in any Joint Venture, provided that: 
 (1) either
(a) at the time of such Investment and immediately thereafter, Holly Energy Partners could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) such Investment
does not exceed the aggregate amount of Incremental Funds (as defined in Section 4.07 hereof) not previously expended at the time of making such Investment; 

(2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either
(a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to Holly Energy Partners or any of its Restricted Subsidiaries could, at the time such
Investment is made, be incurred at that time by Holly Energy Partners and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 

(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted
Business. 
 “Permitted Investments” means: 

(1) any Investment in Holly Energy Partners or in a Restricted Subsidiary of Holly Energy Partners; 

(2) any Investment in Cash Equivalents; 

(3) any Investment by Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners in a Person, if as a
result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary of Holly Energy Partners and a
Guarantor; or 
 (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners that is a Guarantor; 
 (4) any Investment made as a result of the receipt of non-cash consideration from: 
 (a) an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; or 
 (b) pursuant to clause (7) of the items deemed not to be Asset Sales under the definition of “Asset Sale;” 

  
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 (5) any Investment in any Person solely in exchange for the issuance of
Equity Interests (other than Disqualified Equity) of Holly Energy Partners; 
 (6) any Investments received in
compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Holly Energy Partners or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure, perfection or enforcement by Holly Energy Partners or any of its Restricted Subsidiaries with respect to any secured
Investment in default; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; 
 (7) Investments represented by Hedging Obligations permitted to be incurred; 
 (8) loans or advances to employees made in the ordinary course of business of Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners in an aggregate principal amount not to exceed
$2.5 million at any one time outstanding; 
 (9) repurchases of the Notes; 

(10) any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility, workers’
compensation and performance and other similar deposits and prepaid expenses made in the ordinary course of business; 
 (11) Permitted Business Investments; and 
 (12) other Investments
in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause
(12) that are at the time outstanding not to exceed the greater of (a) $50.0 million and (b) 5.0% of Holly Energy Partners’ Consolidated Net Tangible Assets. 

“Permitted Liens” means: 
 (1) Liens securing any Indebtedness under any of the Credit Facilities and all Obligations and Hedging Obligations relating to such Indebtedness; 

(2) Liens in favor of Holly Energy Partners or the Guarantors; 

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Holly
Energy Partners or any Subsidiary of Holly Energy Partners; provided that such Liens were in existence prior to such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Holly
Energy Partners or the Subsidiary; 
 (4) Liens on property existing at the time of acquisition of the property
by Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; 

(5) Liens and deposits to secure the performance of statutory obligations, surety or appeal bonds, workers compensation
obligations, reimbursement obligations owed to insurers, bids, performance bonds, true leases, other types of social security or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of
credit issued to assure payment of such obligations); 

  
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 (6) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (4) of Section 4.09(b) hereof covering only the assets acquired and proceeds thereof with or financed by such Indebtedness; 
 (7) Liens existing on the Issue Date (other than Liens securing the Credit Facilities); 
 (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently
concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 
 (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, repairman’s, mechanics’ and other like Liens, in each case, incurred in the ordinary course of business;

 (10) defects, irregularities and deficiencies in title of any rights of way, survey exceptions, easements or
reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection
with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(11) inchoate Liens arising under the Employee Retirement Income Security Act of 1974, and any amendments thereto
(“ERISA”); 
 (12) Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees); 
 (13) Liens on any property or asset acquired, constructed or improved by Holly Energy Partners or
any of its Restricted Subsidiaries (a “Purchase Money Lien”), which (a) are in favor of the seller of such property or assets, in favor of the Person developing, constructing, repairing or improving such asset or property, or in favor
of the Person that provided the funding for the acquisition, development, construction, repair or improvement cost, as the case may be, of such asset or property, (b) are created within 360 days after the acquisition, development, construction,
repair or improvement, (c) secure the purchase price or development, construction, repair or improvement cost, as the case may be, of such asset or property in an amount up to 100% of the Fair Market Value of such acquisition, construction or
improvement of such asset or property, and (d) are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof); 

(14) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by Holly
Energy Partners or any Restricted Subsidiary of Holly Energy Partners to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture otherwise permitted by the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof; 
 (15) Liens in favor of collecting or payor banks having a right of
setoff, revocation, refund or chargeback with respect to money or instruments of Holly Energy Partners or any of its Restricted Subsidiaries on deposit with or in possession of such bank; 

(16) Liens to secure performance of Hedging Obligations of Holly Energy Partners or any of its Restricted Subsidiaries;


  
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 (17) Liens on pipelines or pipeline facilities that arise by operation of
law; 
 (18) Liens incurred in the ordinary course of business of Holly Energy Partners or any Restricted
Subsidiary of Holly Energy Partners with respect to obligations that at any one time outstanding do not exceed the greater of (a) $25.0 million and (b) 5.0% of Consolidated Net Tangible Assets; 

(19) Liens in favor of Alon USA, L.P. and/or its Affiliates pursuant to a mortgage and deed of trust to be entered into
pursuant to the Contribution Agreement which secures certain rights pursuant to a pipelines and terminals agreement also to be entered into pursuant to the Contribution Agreement and which are subordinated to the Obligations of the Obligors, if any,
under the Credit Agreement and substantially similar Subordinated Liens that are incurred after the Issue Date to secure services with respect to future acquired assets and which do not secure Indebtedness; 

(20) Liens resulting from the deposit of money or other cash equivalents in trust for the purpose of defeasing
Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries; 
 (21) Liens to secure any
Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that: 

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the
outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and
expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; 
 (22) Liens relating to future escrow arrangements securing Indebtedness incurred in accordance with this Indenture; and 

(23) Liens renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (22) above;
provided that (a) the principal amount of Indebtedness secured by such Lien does not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal, extension, refinance or refund of such Lien, plus all
accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses and premiums incurred in connection therewith, and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately
prior to such renewal, extension, refinance or refund are encumbered thereby. 
 “Permitted Refinancing
Indebtedness” means any Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness
of Holly Energy Partners or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 
 (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all
accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); 

  
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 (2) such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of
payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes or the Note Guarantees, on terms at least as
favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 

(4) such Indebtedness is incurred either by Holly Energy Partners or by the Restricted Subsidiary who is the obligor on or
guarantor of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Private Placement
Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Qualified Owner” means Holly Corporation and any Subsidiary of Holly Corporation as of the Issue Date. 

“Rating Agencies” means Moody’s and S&P. 

“Rating Categories” means: 
 (1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and 

(2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent
successor categories). 
 “Rating Decline” means a decrease in the rating of the Notes by either Moody’s
or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Ratings Categories,
namely + or - for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB to B+ will constitute a decrease of one gradation. 

“Reference Period” means: 
 (1) with respect to any date of determination on or after April 1, 2012, the four most recent fiscal quarters of Holly Energy Partners for which internal financial statements are available; and


  
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 (2) with respect to any date of determination prior to April 1, 2012,
the most recent fiscal quarters, beginning with the fiscal quarter ended December 31, 2011, for which internal financial statements are available. 
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of March 12, 2012, among the Issuers, the Guarantors and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Issuers, the Guarantors and the other parties thereto, as
such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 

“Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of
Regulation S. 
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 

“Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“S&P” means Standards & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., or any successor
to the rating agency business thereof. 
 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

  
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 “Senior Indebtedness” means with respect to any Person, Indebtedness of
such Person, unless the instrument creating or evidencing such Indebtedness provides that such Indebtedness is subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may be. 

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date. 
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

 “Special Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement.

 “Subsidiary” means, with respect to any specified Person: 

(1) any corporation, association or other business entity (other than a partnership or limited liability company) of which
more than 50% of the total voting power of shares of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or
managing member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (x) the only general partners or managing members of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited
liability company, respectively. 
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb). 
 “Treasury Rate” means, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days
prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 1, 2016; provided, however,
that if the period from the redemption date to March 1, 2016, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Trustee” means U.S. Bank National Association until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 

  
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 “Unrestricted Global Note” means a Global Note that does not bear and is
not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of Holly
Energy Partners (other than Finance Corp. or any successor to it) that is designated by the Board of Directors of the General Partner as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such
Subsidiary: 
 (1) has no Indebtedness other than Non-Recourse Debt; 

(2) except as permitted under clauses (b)(3) and (b)(4) of Section 4.11 hereof, is not party to any agreement,
contract, arrangement or understanding with Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holly Energy Partners or
such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holly Energy Partners; 
 (3) is a Person with respect to which neither Holly Energy Partners nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or
(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries. 

All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries. Any designation of a Subsidiary of Holly Energy
Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Holly Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09 hereof, Holly Energy Partners will be in default of such covenant. 
 “U.S. Person” means a
U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
 “Voting Stock” of any specified
Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by 

  
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 (2) the then outstanding principal amount of such Indebtedness. 

Section 1.02 Other Definitions. 
  

			
	  	  	Defined in
	 Term
	  	Section
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Incremental Funds”
	  	4.07
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Reinstatement Date”
	  	4.20
	 “Restricted Payments”
	  	4.07
	 “Suspended Covenants”
	  	4.20

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

 The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 
 “indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 

  
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 Section 1.04 Rules of Construction. 

Unless the context otherwise requires: 
 (1) a term has the meaning assigned to it; 
 (2) an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not
exclusive; 
 (4) words in the singular include the plural, and in the plural include the singular; 

(5) “will” shall be interpreted to express a command; 

(6) provisions apply to successive events and transactions; and 

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 

Section 2.01 Form and Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers,
the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes issued in global
form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially
in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be
specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the 

  
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“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global
Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02 Execution and Authentication.

 At least one Officer must sign the Notes for each of the Issuers by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive
evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon receipt of a written order of the
Issuers signed by two Officers of each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes and Exchange Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

 The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate
of the Issuers. 
 Section 2.03 Registrar and Paying Agent. 

The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. Holly Energy Partners, Finance Corp. or any of Holly Energy Partners’ Subsidiaries may act as Paying Agent or Registrar. 
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 

The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest and Special Interest, if any, on the Notes, and will notify the Trustee of any default by the Issuers in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The 

  
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Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than Holly Energy Partners or a Subsidiary)
will have no further liability for the money. If Holly Energy Partners or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to Holly Energy Partners, the Trustee will serve as Paying Agent for the Notes. 

Section 2.05 Holder Lists. 
 The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as
of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a). 
 Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of
Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if: 
 (1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange
Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary; 

(2) the Issuers in their sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 
 (3) there has occurred and is continuing a Default or Event of
Default with respect to the Notes. 
 Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

  
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 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject
to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (1) Transfer of
Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 
 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1)
above, the transferor of such beneficial interest must deliver to the Registrar either: 
 (A) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase; or 
 (B) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 
 Upon consummation of an Exchange Offer
by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered
by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of
a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

  
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 (B) if the transferee will take delivery in the form of a beneficial
interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who
is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by
a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or 
 (ii) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

  
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 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a
time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial
interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 

(F) if such beneficial interest is being transferred to Holly Energy Partners or any of its Subsidiaries, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

  
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 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial
interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 

  
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 (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from
or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of
Definitive Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in
the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted
Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 
 (F) if such Restricted Definitive Note is being transferred to Holly Energy Partners or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(b) thereof; or 

  
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 (G) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note,
in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in
the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such
case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel
the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

  
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 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount
of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender
to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting
Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof; and 
 (C) if the transfer will
be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable. 
 (2) Restricted Definitive Notes to Unrestricted
Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

  
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 (B) any such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the Holder of
such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of
the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers; and 
 (2)
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that
(A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers. 

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global
Notes to be reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.


  
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 (g) Legends. The following legends will appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend. 
 (A) Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES)
AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES), ONLY
(A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUERS ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE.” 

  
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 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form: 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at
the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global
Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

  
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 (1) To permit registrations of transfers and exchanges, the Issuers will
execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive
Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer or exchange tax or similar governmental charge payable in connection therewith (other than any such transfer or exchange
taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes
or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 (5) Neither the Registrar nor the Issuers will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 
 (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the
Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any
Agent or the Issuers shall be affected by notice to the contrary. 
 (7) The Trustee will authenticate Global
Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
 (8) All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

Section 2.07 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the
Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by


  
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the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Issuers may charge for their expenses in replacing a Note. 
 Every replacement Note is an additional
obligation of each of the Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by Holly Energy
Partners or a Subsidiary of Holly Energy Partners shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue. 
 If the Paying Agent (other than Holly Energy Partners, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 

Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or any Guarantor, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in
relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 

Section 2.10 Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be
substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the
Trustee will authenticate definitive Notes in exchange for temporary Notes. 
 Holders of temporary Notes will be entitled to
all of the benefits of this Indenture. 

  
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 Section 2.11 Cancellation. 

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been
delivered to the Trustee for cancellation. 
 Section 2.12 Defaulted Interest. 

If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date; provided that no such special record
date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the
Issuers) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
 ARTICLE 3 
 REDEMPTION AND PREPAYMENT 

Section 3.01 Notices to Trustee. 
 If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a
redemption date, an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture pursuant to
which the redemption shall occur; 
 (2) the redemption date; 

(3) the principal amount of Notes to be redeemed; and 

(4) the redemption price. 
 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 
 If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis except if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange on which the Notes are listed. 
 No Notes of
$2,000 or less can be redeemed in part. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

  
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 The Trustee will promptly notify the Issuers in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess
thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 Section 3.03 Notice of Redemption. 
 Subject to the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuers will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11
hereof. 
 The notice will identify the Notes to be redeemed and will state: 

(1) the redemption date; 
 (2) the redemption price; 
 (3) if any Note is being redeemed in
part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the
original Note; 
 (4) the name and address of the Paying Agent; 

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(6) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and 
 (8) that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the
Issuers’ request, the Trustee will give the notice of redemption in the Issuers’ names and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

  
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 Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
 Section 3.05
Deposit of Redemption or Purchase Price. 
 On or prior to the redemption or purchase date, the Issuers will deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly
return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be
redeemed or purchased. 
 If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase
because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06
Notes Redeemed or Purchased in Part. 
 Upon surrender of a Note that is redeemed or purchased in part, the Issuers will
issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 

Section 3.07 Optional Redemption. 
 (a) At any time prior to March 1, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this
Indenture at a redemption price of 106.50% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive
interest due on an interest payment date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings by Holly Energy Partners; provided that: 

(1) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture
(excluding Notes held by Holly Energy Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
 (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. 
 (b) Except pursuant to the preceding paragraph and subsection (d) of this section, the Notes will not be redeemable at the Issuers’ option prior to March 1, 2016. 

  
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 (c) On or after March 1, 2016, the Issuers may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable
Redemption Date, if redeemed during the twelve-month period beginning on March 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

  

					
	 Year
	  	Percentage	 
	 2016
	  	 	103.250	% 
	 2017
	  	 	101.625	% 
	 2018 and thereafter
	  	 	100.000	% 

 Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable redemption date. 
 (d) At any time prior to March 1,
2016, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal
amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record
date to receive interest due on the relevant interest payment date. 
 (e) Any redemption pursuant to this Section 3.07
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 Mandatory Redemption. 

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
 In the event that, pursuant to Section 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the
procedures specified below. 
 The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of
the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

 If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued
and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the
Asset Sale Offer. 

  
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 Upon the commencement of an Asset Sale Offer, the Issuers will send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the
terms of the Asset Sale Offer, will state: 
 (1) that the Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 

(2) the Offer Amount, the purchase price and the Purchase Date; 

(3) that any Note not tendered or accepted for payment will continue to accrue interest; 

(4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrue interest after the Purchase Date; 
 (5) that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; 
 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to
the Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 

(7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the
case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; 
 (8) that, if the aggregate principal
amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof,
will be purchased); and 
 (9) that Holders whose Notes were purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
 On or
before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the
Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for
payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to
each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will
authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased 

  
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portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset
Sale Offer on the Purchase Date. 
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4 

COVENANTS 
 Section 4.01
Payment of Notes. 
 The Issuers will pay or cause to be paid the principal of, premium, if any, and interest and Special
Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Holly Energy
Partners or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The
Issuers will pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1.00% higher than the applicable interest rate on the
Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate
to the extent lawful. 
 Section 4.02 Maintenance of Office or Agency. 

The Issuers will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The
Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The
Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof. 

  
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 Section 4.03 Reports. 
 (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Holly Energy Partners shall furnish (whether through hard copy or internet access) to the Holders
of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Holly Energy Partners were required to file such reports; and 

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Holly Energy Partners were required
to file such reports. 
 All such reports will be prepared in all material respects in accordance with all of the rules and
regulations applicable to such reports. Each annual report on Form 10-K will include a report on Holly Energy Partners’ consolidated financial statements by Holly Energy Partners’ independent registered public accounting firm. In addition,
Holly Energy Partners will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless
the SEC will not accept such a filing) and will post the reports on its website within those time periods. 
 If, at any time
Holly Energy Partners is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Holly Energy Partners will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the
time periods specified above unless the SEC will not accept such a filing; provided that, for so long as Holly Energy Partners is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for
filing reports on Form 8-K shall be five (5) Business Days after the event giving rise to the obligation to file such report. Holly Energy Partners will not take any action for the purpose of causing the SEC not to accept any such filings. If,
notwithstanding the foregoing, the SEC will not accept Holly Energy Partners’ filings for any reason, Holly Energy Partners will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if
Holly Energy Partners were required to file those reports with the SEC. 
 (b) For so long as any Notes remain outstanding, if at
any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, Holly Energy Partners and the Guarantors will furnish to the Holders of Notes and to securities analysts and
prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

Section 4.04 Compliance Certificate. 
 (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate (at least one of the signatories of which shall be the principal executive officer, the principal financial officer, or the principal accounting officer of Holly Energy Partners) stating that a review of the activities of the Issuers and
Holly Energy Partners’ Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under
this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not
in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Issuers are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if
any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto. 

  
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 (b) So long as any of the Notes are outstanding, the Issuers will deliver to the Trustee,
promptly upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto. 

Section 4.05 Taxes. 

The Issuers will pay, and will cause each of Holly Energy Partners’ Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.06 Stay, Extension and Usury Laws. 
 The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may
lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Restricted Payments. 

(a) Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(1) declare or pay any dividend or make any other payment or distribution on account of Holly Energy Partners’ or any
of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Holly Energy Partners or any of its Restricted Subsidiaries) or to the direct or indirect
holders of Holly Energy Partners’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than distributions or dividends payable in Equity Interests of Holly Energy Partners (other than Disqualified
Equity) and other than distributions or dividends payable to Holly Energy Partners or a Restricted Subsidiary); 

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger
or consolidation involving Holly Energy Partners) any Equity Interests of Holly Energy Partners or any direct or indirect parent of Holly Energy Partners; 
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Holly Energy Partners or any Guarantor that is contractually
subordinated to the Notes or to any Note Guarantee (excluding intercompany Indebtedness between or among Holly Energy Partners and any of its Restricted Subsidiaries), except a payment of interest or principal within one month of the Stated Maturity
thereof; or 

  
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 (4) make any Restricted Investment (all such payments and other actions set
forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and
either: 
 (1) if the Fixed Charge Coverage Ratio for Holly Energy Partners’ Reference Period is not less
than 1.75 to 1.00, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) (to
the extent, in the case of clause (4), payments are made other than to Holly Energy Partners or a Restricted Subsidiary), (5), (6) and (7) of Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made, is less
than the sum, without duplication of: 
 (A) Available Cash from Operating Surplus as of the end of the
immediately preceding quarter; plus  
 (B) 100% of the aggregate net cash proceeds received by Holly
Energy Partners (including the Fair Market Value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of Holly Energy Partners (other than
Disqualified Equity)) since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of Holly Energy Partners (other than Disqualified Equity) or from the issue or sale of convertible or
exchangeable Disqualified Equity or convertible or exchangeable debt securities of Holly Energy Partners that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Equity or debt securities)
sold to a Subsidiary of Holly Energy Partners); plus 
 (C) to the extent that any Restricted Investment
that was made after the Issue Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the lesser of (i) the return of capital or similar payment made in cash or Cash Equivalents with respect to
such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus 
 (D) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to Holly Energy Partners or any of its Restricted
Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash from
Operating Surplus for any period commencing on or after the Issue Date (items (b), (c) and (d) being referred to as “Incremental Funds”); minus 

(E) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause
(2) below; or 
 (2) if the Fixed Charge Coverage Ratio for Holly Energy Partners’ Reference Period is
less than 1.75 to 1.00, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3),
(4) (to the extent, in the case of clause (4), payments are made other than to Holly Energy Partners or a Restricted Subsidiary), (5), (6) and 

  
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(7) of Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on common
units and subordinated units of Holly Energy Partners, plus the related distribution on the general partner interest), is less than the sum, without duplication, of: 

(A) $100.0 million less the aggregate amount of all Restricted Payments made by Holly Energy Partners and its Restricted
Subsidiaries pursuant to this clause (2)(A) during the period ending on the last day of the fiscal quarter immediately preceding the date of such Restricted Payment and beginning on the Issue Date; plus 

(B) Incremental Funds to the extent not previously expended to this clause (2) or clause (1) above. 

(b) The provisions of Section 4.07(a) hereof will not prohibit: 

(1) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of
declaration the payment would have complied with the provisions of this Indenture; 
 (2) the making of any
Restricted Payment in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to Holly Energy Partners from any Person (other than a Restricted Subsidiary of Holly Energy Partners) or (b) sale
(other than to a Restricted Subsidiary of Holly Energy Partners) of Equity Interests (other than Disqualified Equity) of Holly Energy Partners, with a sale being deemed substantially concurrent if such Restricted Payment occurs not more than 120
days after such sale; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds;

 (3) the defeasance, redemption, repurchase or other acquisition of any subordinated Indebtedness of Holly
Energy Partners or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 
 (4) the payment of any distribution or dividend by a Restricted Subsidiary of Holly Energy Partners to the holders of its Equity Interests (other than Disqualified Equity) on a pro rata basis;

 (5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests of Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners held by any current or former officer, director, consultant or employee of the General
Partner, Holly Energy Partners or any of Holly Energy Partners’ Restricted Subsidiaries pursuant to any equity subscription agreement or plan, stock or unit option agreement, shareholders’ agreement, employment agreement or similar
agreement; provided, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any twelve-month period; provided further, that Holly Energy Partners may carry
over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to $2.0 million of unutilized capacity under this clause (5) attributable to the immediately preceding twelve-month period;
provided further, that such amount in any calendar year may be increased by an amount not to exceed (a) the cash proceeds received by Holly Energy Partners from the sale of Equity Interests of Holly Energy Partners to members of
management, employees or directors of the General Partner, Holly Energy Partners or its Restricted Subsidiaries that occurs after the 

  
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 Issue Date (to the extent the cash proceeds from the sale of such Equity Interests have not
otherwise been applied to the payment of Restricted Payments by virtue of clauses 1(B) or 2(B) of Section 4.07(a) hereof), plus (b) the cash proceeds of key man life insurance policies received by Holly Energy Partners after the
Issue Date, less (c) the amount of any Restricted Payments made pursuant to clauses (a) and (b) of this clause (5); 
 (6) so long as no Default has occurred and is continuing or would be caused thereby, payments of dividends on Disqualified Equity issued pursuant to Section 4.09 hereof; 

(7) repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants or other convertible securities
if such Capital Stock represents a portion of the exercise price of such options, warrants or other convertible securities; 
 (8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of Holly Energy
Partners; or arising from stock dividends, splits or business combinations; 
 (9) in connection with an
acquisition by Holly Energy Partners or any of its Restricted Subsidiaries, the return to Holly Energy Partners or any of its Restricted Subsidiaries of Equity Interests of Holly Energy Partners or any of its Restricted Subsidiaries constituting a
portion of the purchase consideration in settlement of any indemnification claims or pursuant to any purchase price adjustments under the acquisition agreement; 
 (10) so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Subordinated Obligations pursuant to Sections
4.10 or 4.15; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; and 

(11) payment of reasonable and customary directors’ fees provided that such fees are consistent with past practice or
current requirements. 
 The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of
the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Holly Energy Partners or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or
securities that are required to be valued by this Section 4.07 will be determined, in the case of amounts under $50.0 million, by an officer of the General Partner and, in the case of amounts over $50.0 million, by the Board of Directors of the
General Partner, whose resolution with respect thereto shall be delivered to the trustee. For the purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the
categories of Restricted Payments described in the preceding clauses (1) through (11), Holly Energy Partners will be permitted to classify (or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that
complies with this Section 4.07. 
 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries. 

(a) Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to
exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
 (1) pay dividends or make any other distributions on its Equity Interests to Holly Energy Partners or any of its Restricted Subsidiaries, or with respect to any other interest or participation


  
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in, or measured by, its profits, or pay any indebtedness owed to Holly Energy Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar
Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;

 (2) make loans or advances to Holly Energy Partners or any of its Restricted Subsidiaries; or 

(3) sell, lease or transfer any of its properties or assets to Holly Energy Partners or any of its Restricted
Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing
under or by reason of: 
 (1) agreements as in effect on the Issue Date and any amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date; 

(2) this Indenture, the Notes and the Note Guarantees; 

(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above
under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the restrictions therein are not materially more restrictive, taken as
a whole, than those contained in this Indenture, the Notes and the Note Guarantees; 
 (4) applicable law, rule,
regulation or order; 
 (5) any instrument governing Indebtedness or Equity Interest of a Person acquired by
Holly Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interest was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness
was permitted by the terms of this Indenture to be incurred; 
 (6) customary non-assignment provisions in
transportation agreements or purchase and sale or exchange agreements, pipeline and terminals agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; 

(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that
impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 
 (8) any agreement for the sale or other disposition of a Restricted Subsidiary that contains any such restrictions on that Restricted Subsidiary pending its sale or other disposition; 

  
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 (9) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to
dispose of the assets subject to such Liens; 
 (11) provisions limiting the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; 

(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such
encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; 
 (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and 

(14) secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness and any
related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements. 
 Section 4.09 Incurrence
of Indebtedness and Issuance of Disqualified Equity. 
 (a) Holly Energy Partners will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and Holly Energy Partners will not issue any Disqualified Equity and will not permit any of its Restricted Subsidiaries to issue any Disqualified Equity; provided, however, that Holly Energy Partners and any
Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and Holly Energy Partners and the Restricted Subsidiaries may issue Disqualified Equity, if the Fixed Charge Coverage Ratio for the Holly Energy Partners’ Reference Period
immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Equity is issued, as the case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Equity had been issued, as the case may be, at the beginning of such Reference Period. 

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”): 
 (1) the incurrence by Holly Energy Partners and any
Guarantor of additional Indebtedness and letters of credit and the guarantees thereof under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of Holly Energy Partners and its Restricted Subsidiaries thereunder) not to exceed the greater of (a) $575.0 million and (b) the sum of $460.0 million and 20% of Consolidated Net
Tangible Assets, in each case, less the aggregate amount of all Net Proceeds of Asset Sales or casualty events applied by Holly Energy Partners or any of its Restricted Subsidiaries since the Issue Date to repay any term Indebtedness under a
Credit Facility; 

  
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 (2) the incurrence by Finance Corp., Holly Energy Partners and its
Restricted Subsidiaries of the Existing Indebtedness; 
 (3) the incurrence by the Issuers and the Guarantors of
Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement; 

(4) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Indebtedness represented by Capital
Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the
business of Holly Energy Partners or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (4), at any time outstanding not to exceed the greater of (a) $50.0 million and (b) 5.0% of Consolidated Net Tangible Assets; 
 (5) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or
replace any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3) or (4) of this Section 4.09(b) or this clause (5); 

(6) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of intercompany Indebtedness between or
among Holly Energy Partners and any of its Restricted Subsidiaries; provided, however, that: 
 (A) if
Holly Energy Partners or any Guarantor is the obligor on such Indebtedness and the payee is not Holly Energy Partners or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all
Obligations then due with respect to the Notes, in the case of Holly Energy Partners, or the Note Guarantee, in the case of a Guarantor; and 
 (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holly Energy Partners or a Restricted Subsidiary of Holly
Energy Partners and (2) any sale or other transfer of any such Indebtedness to a Person that is not either Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners, 

will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holly Energy Partners or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause (6); 
 (7) the incurrence by Holly Energy Partners or any
of its Restricted Subsidiaries of Hedging Obligations; 
 (8) the guarantee by Holly Energy Partners, or any of
the Guarantors of Indebtedness of Holly Energy Partners, or a Restricted Subsidiary of Holly Energy Partners that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed
is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 

  
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 (9) the incurrence by Holly Energy Partners or any of its Restricted
Subsidiaries of Indebtedness in respect of workers’ compensation claims, health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, insurance contracts, reclamation, statutory obligations,
bankers’ acceptances, and performance, payment, appeal and surety bonds in the ordinary course of business, including guarantees and obligations respecting standby letters of credit supporting such obligations, to the extent not drawn (in each
case other than an obligation for money borrowed) and replacements of any of the foregoing; 
 (10) the
incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so
long as such Indebtedness is covered within five business days; 
 (11) the issuance by Holly Energy Partners or
any of its Restricted Subsidiaries of Disqualified Equity to Holly Energy Partners or any of its Restricted Subsidiaries; provided, however, that: 
 (a) any subsequent issuance or transfer of Equity Interests of a Restricted Subsidiary that results in any such Disqualified Equity being held, directly or indirectly, by a Person other than Holly Energy
Partners or a Restricted Subsidiary of Holly Energy Partners; and 
 (b) any sale or other transfer of any such Disqualified
Equity to a Person that is not either Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners; 
 will be
deemed, in each case, to constitute an issuance of such Disqualified Equity by Holly Equity Partners or such Restricted Subsidiary that was not permitted by this clause: 

(12) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Indebtedness in the ordinary course
of business under documentary letters of credit which are to be repaid in full not more than one year after the date on which such Indebtedness was originally incurred to finance the purchase of goods by Holly Energy Partners or any of its
Restricted Subsidiaries; 
 (13) the incurrence of Indebtedness arising from agreements with Holly Energy
Partners or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn-outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business,
assets or a Subsidiary in accordance with the terms of the indenture, other than guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such
acquisition; and 
 (14) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
additional Indebtedness in an aggregate principal amount at any time outstanding, not to exceed the greater of (a) $50.0 million and (b) 5.0 % of Consolidated Net Tangible Assets. 

Holly Energy Partners will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of Holly Energy Partners or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on
substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of Holly Energy Partners solely by virtue of being unsecured or by virtue of
being secured on a first or junior Lien basis. 

  
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 For purposes of determining compliance with this Section 4.09, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, Holly Energy Partners
will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

 The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Equity in the form of additional
shares of the same class of Disqualified Equity will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity for purposes of this Section 4.09; provided, in each such case, that the amount of any such
accrual, accretion or payment is included in Fixed Charges of Holly Energy Partners as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that Holly Energy Partners or any Restricted Subsidiary
may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. 
 The amount of any Indebtedness outstanding as of any date will be: 

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

 (A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person. 
 Section 4.10 Asset Sales. 
 Holly Energy Partners will not, and will
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) Holly Energy Partners
(or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; 

(2) such Fair Market Value is determined by (a) an executive Officer of the General Partner if the value is less than
$50.0 million, as evidenced by an Officers’ Certificate delivered to the Trustee, or (b) the Board of Directors of the General Partner if the value is $50.0 million or more, as evidenced by a resolution of such Board of Directors of the
General Partners; and 

  
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 (3) at least 75% of the consideration received in the Asset Sale by Holly
Energy Partners or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: 

(A) any liabilities, as shown on Holly Energy Partners’ most recent consolidated balance sheet, of Holly Energy
Partners or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases Holly Energy Partners or such Restricted Subsidiary from further liability; 
 (B) any
securities, notes or other obligations received by Holly Energy Partners or any such Restricted Subsidiary from such transferee that are within 90 days after the Asset Sale (subject to ordinary settlement periods), converted by Holly Energy Partners
or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and 
 (C) any
stock or assets of the kind referred to in clauses (2) or (4) of the next succeeding paragraph. 
 Within 365 days
after the receipt of any Net Proceeds from an Asset Sale, Holly Energy Partners (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: 

(1) to repay Senior Indebtedness of Holly Energy Partners and/or its Restricted Subsidiaries (or to make an offer to
repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 365-day period); 
 (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is
or becomes a Restricted Subsidiary of Holly Energy Partners; 
 (3) to make a capital expenditure; or 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a
Permitted Business. 
 Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an Asset
Sale, Holly Energy Partners (or the applicable Restricted Subsidiary, as the case may be) enters into a binding written agreement irrevocably committing Holly Energy Partners or such Restricted Subsidiary to an application of funds of the kind
described in clause (2), (3) or (4) of the preceding paragraph, and as to which the only condition to closing is the receipt of required governmental approvals or, in the case of clause (3), the completion of required construction of the
applicable asset(s), Holly Energy Partners or such Restricted Subsidiary shall be deemed not to be in violation of the preceding paragraph. Any Net Proceeds that are applied pursuant to clause (2) or (4) of the preceding paragraph pursuant
to any such binding agreement shall be deemed to have been applied for such purpose within such 365-day period so long as they are so applied within two years after the date of receipt of such Net Proceeds. 

Pending the final application of any Net Proceeds, Holly Energy Partners or the applicable Restricted Subsidiary may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 

  
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 Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second
paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, within five days thereof, the Issuers will make an Asset Sale Offer to all Holders of Notes
and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest
and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Holly Energy Partners may use those Excess Proceeds for any purpose not otherwise prohibited
by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
 Holly Energy Partners will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable
in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, Holly Energy
Partners will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance. 

Section 4.11 Transactions with Affiliates. 
 (a) Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Holly Energy Partners (each an “Affiliate
Transaction”), unless: 
 (1) the Affiliate Transaction is on terms that are no less favorable to Holly
Energy Partners or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holly Energy Partners or such Restricted Subsidiary with an unrelated Person; and 

(2) Holly Energy Partners delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors of the General Partner set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause
(1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Holly Energy Partners 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a) hereof: 
 (1) reasonable fees and compensation paid to or for the benefit of any employee,
officer or director of Holly Energy Partners, any of its Restricted Subsidiaries or the General Partner, and any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by
Holly Energy Partners or any of its Restricted Subsidiaries existing on the Issue Date, or entered into thereafter in the ordinary course of business, and any indemnities or other transactions permitted or required by bylaw, statutory provisions or
any of the foregoing agreements, plans or arrangements; 

  
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 (2) transactions between or among Holly Energy Partners and/or its
Restricted Subsidiaries; 
 (3) transactions with a Person (other than an Unrestricted Subsidiary of Holly Energy
Partners) that is an Affiliate of Holly Energy Partners solely because Holly Energy Partners owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 

(4) any issuance of Equity Interests (other than Disqualified Equity) of Holly Energy Partners to Affiliates of Holly
Energy Partners; 
 (5) Restricted Payments or Permitted Investments that do not violate Section 4.07
hereof; 
 (6) customary compensation, indemnification and other benefits made available to officers, directors
or employees of Holly Energy Partners, a Restricted Subsidiary of Holly Energy Partners or the General Partner, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability
insurance; 
 (7) in the case of gathering, transportation, marketing, hedging, production handling, operating,
construction, terminalling, storage, lease, platform use, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by
Holly Energy Partners or any Restricted Subsidiary and third parties, or if neither Holly Energy Partners nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available
from third parties on an arm’s-length basis, as determined by the Board of Directors of the General Partner; 
 (8) loans or advances to employees in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding; 

(9) the existence of, or the performance by Holly Energy Partners or any Restricted Subsidiary of its obligations under
the terms of, any agreements that are described in the Holly Energy Partners’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the heading “Certain relationships, related party transactions and director
independence” to which it is a party as of the date of the Offering Memorandum and any amendments thereto and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by
Holly Energy Partners or any Restricted Subsidiary of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (9) to the extent that the terms of any such
amendment or new agreement, taken as a whole, are not less favorable to the Holders in any material respect as determined by the Board of Directors of the General Partner in its reasonable good faith judgment upon a recommendation of Holly Energy
Partners’ Conflicts Committee; and 
 (10) guarantees of performance by Holly Energy Partners or any of its
Restricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money. 

  
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 Section 4.12 Liens. 
 Holly Energy Partners will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than
Permitted Liens) securing Indebtedness, Attributable Debt or trade payables upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no longer secured by a Lien. 
 Section 4.13 Business
Activities. 
 Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to Holly Energy Partners and its Restricted Subsidiaries taken as a whole. 
 Finance Corp. will not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided, that Finance Corp. may be a co-obligor or
guarantor with respect to Indebtedness if Holly Energy Partners is an obligor on such Indebtedness and the net proceeds of such Indebtedness are received by Holly Energy Partners, Finance Corp. or one or more Guarantors. At any time after Holly
Energy Partners is a corporation, Finance Corp. may consolidate or merge with or into Holly Energy Partners or any Restricted Subsidiary. 

Section 4.14 Corporate Existence. 
 Subject to Article 5 hereof, Holly Energy Partners shall do or cause to be done all things necessary to preserve and keep in full force and effect: 

(1) its limited partnership existence, and the corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be amended from time to time) of Holly Energy Partners or any such Subsidiary; and 
 (2) the rights (charter and statutory), licenses and franchises of Holly Energy Partners and its Subsidiaries; provided, however, that Holly Energy Partners shall not be required to preserve any
such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of Holly
Energy Partners and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 
 Section 4.15 Offer to Repurchase Upon Change of Control. 
 (a) Upon the
occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that
Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to, but excluding, the date of purchase,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers will
mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: 
 (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; 

  
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 (2) the purchase price and the purchase date, which shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not tendered will continue to accrue interest; 

(4) that, unless the Issuers Default in the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw
their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
 (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 
 The Issuers will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.15 by virtue of such compliance. 
 (b) On the Change of Control Payment Date, the Issuers
will, to the extent lawful: 
 (1) accept for payment all Notes or portions of Notes properly tendered pursuant
to the Change of Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly tendered; and 
 (3) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. 

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all
the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be 

  
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transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be
applicable whether or not any other provisions of this Indenture are applicable. 
 (c) Notwithstanding anything to the contrary
in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until
there is a default in payment of the applicable redemption price. 
 Section 4.16 Limitation on Sale and Leaseback Transactions.

 Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction; provided that Holly Energy Partners or any Guarantor may enter into a sale and leaseback transaction if: 
 (1) Holly Energy Partners or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the
Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; 

(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as
determined in good faith by the Board of Directors of the General Partner and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and 

(3) the transfer of assets in that sale and leaseback transaction is permitted by, and Holly Energy Partners applies the
proceeds of such transaction in compliance with, Section 4.10 hereof. 
 Section 4.17 Payments for Consent. 

Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid
any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid
to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
 Section 4.18 Additional Guarantees. 
 If Holly Energy Partners or any
of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date that Guarantees Indebtedness of Holly Energy Partners or any of its Subsidiaries under a Credit Facility, then that newly acquired or created
Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 days of the date on which it was acquired or created; provided that any Domestic
Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it 

  
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ceases to be an Immaterial Subsidiary. Each Note Guarantee of a Domestic Subsidiary shall provide by its terms that it shall be automatically released if (i) that Domestic Subsidiary does
not Guarantee Indebtedness of Holly Energy Partners or any of its Subsidiaries under a Credit Facility or (ii) that Domestic Subsidiary becomes an Unrestricted Subsidiary. The form of such Note Guarantee is attached as Exhibit E hereto.

 Section 4.19 Designation of Restricted and Unrestricted Subsidiaries. 

The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Holly Energy Partners and its Restricted Subsidiaries in the Subsidiary
designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of
Permitted Investments, as determined by Holly Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. 
 Any designation of a Subsidiary of Holly Energy Partners as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Holly Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09 hereof, Holly Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Holly Energy Partners;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holly Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted
if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the Reference Period; and (2) no Default or Event of Default would be in
existence following such designation. 
 Section 4.20 Suspension of Covenants. 

(a) During any period when the Notes have an Investment Grade Rating from both Rating Agencies and no Default or Event of Default has
occurred and is continuing under this Indenture, then, beginning on that day and subject to the provisions of Section 4.20(c), Holly Energy Partners and its Restricted Subsidiaries will not be subject to the following provisions of this
Indenture: 
 (1) Section 4.10; 
 (2) Section 4.07; 
 (3) Section 4.09; 

(4) Section 4.19; 
 (5) Section 4.11; 

  
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 (6) Section 4.13; 

(7) Clause 4(B) of Section 5.01; 
 (8) Section 4.08; and 
 (9) Clauses 1(A) and (3) of Section 4.16
(collectively, the “Suspended Covenants”). 
 (b) During any period that the covenants listed in
Section 4.20(a) have been suspended, the Board of Directors of the General Partner may not designate any of Holly Energy Partners’ Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.19 or clause (2) of the definition
of Unrestricted Subsidiary. 
 (c) In the event that Holly Energy Partners and its Restricted Subsidiaries are not subject to
the Suspended Covenants for any period of time as a result of the foregoing, and subsequently either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do
not have an Investment Grade Rating from both Rating Agencies, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, Holly Energy Partners and its Restricted Subsidiaries will thereafter again be subject to the
Suspended Covenants (unless subsequently suspended pursuant to the previous paragraph), subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”).
Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with Section 4.07 hereof as though such section had been in effect during the entire period of time
from which the Notes are issued. Notwithstanding that the Suspended Covenants shall have been reinstated, no default will be deemed to have occurred as a result of failure to comply with the Suspended Covenants during any period in which Holly
Energy Partners and its Restricted Subsidiaries are not subject to the Suspended Covenants. 
 ARTICLE 5 

SUCCESSORS 
 Section 5.01
Merger, Consolidation or Sale of Assets. 
 (a) Neither of the Issuers may, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not such Issuer is the surviving entity); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuers and the
Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: 
 (1)
either: 
 (A) such Issuer is the surviving entity; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may
not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Holly Energy Partners is not a corporation; 

  
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 (2) the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes, this Indenture and the Registration Rights Agreement
pursuant to agreements reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction, no
Default or Event of Default exists; and 
 (4) in the case of a transaction involving Holly Energy Partners and
not Finance Corp., Holly Energy Partners or the Person formed by or surviving any such consolidation or merger (if other than Holly Energy Partners), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made,
will: 
 (A) on the date of such transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or

 (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and after giving pro forma effect
thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Reference Period, not less than the Fixed Charge Coverage Ratio of Holly Energy Partners immediately prior to such transaction; and

 (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture and all conditions precedent therein relating to such transaction have been satisfied. 

provided that this Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or
among Holly Energy Partners and its Restricted Subsidiaries, provided further that Sections 5.01(a)(3) and (4) will not apply to any merger or consolidation of Holly Energy Partners (A) with or into one of its Restricted
Subsidiaries for any purpose or (B) with or into an Affiliate solely for the purpose of reincorporating Holly Energy Partners in another jurisdiction. 
 (b) Notwithstanding Section 5.01(a), Holly Energy Partners is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided
that: 
 (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets
or otherwise) of Holly Energy Partners into a form of entity other than a limited partnership formed under Delaware law; 
 (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

(3) the entity so formed by or resulting from such reorganization assumes all the Obligations of Holly Energy Partners
under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
 (4) immediately after such reorganization no Default or Event of Default exists; and 

  
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 (5) such reorganization is not adverse to the Holders of the Notes (for
purposes of this clause (5) it is stipulated that such reorganization shall not be considered adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income
taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or local law). 

(c) A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Holly Energy Partners or another Guarantor, unless: 
 (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
 (2) either: 
 (A) the Person acquiring the properties or assets in
any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than Holly Energy Partners or the Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental
indenture substantially in the form specified in this Indenture, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth herein and therein; or 

(B) the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 hereof.

 Section 5.02 Successor Corporation Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of Holly Energy Partners in a
transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which Holly Energy Partners is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this
Indenture referring to the “Holly Energy Partners” shall refer instead to the successor Person and not to Holly Energy Partners), and may exercise every right and power of Holly Energy Partners under this Indenture with the same effect as
if such successor Person had been named as Holly Energy Partners herein. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 
 Each of the following is an “Event of Default”: 

(1) default for 30 days in the payment when due of interest and Special Interest, if any, with respect to, the Notes;

 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or
premium, if any, on, the Notes; 

  
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 (3) failure by Holly Energy Partners or any of its Restricted Subsidiaries
to make a Change of Control Offer or an Asset Sale Offer within the timer periods set forth, or consummate a purchase of Notes when required pursuant to the terms described in Sections 4.15 or 4.10 or comply with the provisions of Section 5.01
hereof; 
 (4) failure by Holly Energy Partners for 90 days after written notice to Holly Energy Partners by the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with Section 4.03; 
 (5) failure by Holly Energy Partners or any of its Restricted Subsidiaries for 60 days after written notice to Holly Energy Partners by the trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; or 
 (6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Holly Energy Partners or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by Holly Energy Partners or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: 

(A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 
 (B) results in the acceleration of such Indebtedness prior to its express maturity, 

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under
which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35.0 million or more, provided, however, that if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or
waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 10 Business Day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration,
as applicable, any Default or Event of Default (but not any acceleration) caused by such Payment Default or acceleration shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;

 (7) failure by an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries to pay final judgments
entered by a court or courts of competent jurisdiction aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

(8) an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(A) commences a voluntary case, 
 (B) consents to the entry of an order for relief against it in an involuntary case, 
 (C) consents to the appointment of a custodian of it or for all or substantially all of its property, 

  
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 (D) makes a general assignment for the benefit of its creditors, or

 (E) generally is not paying its debts as they become due; 

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Holly Energy Partners that, taken together, would constitute a Significant Subsidiary in an involuntary case; 

(B) appoints a custodian of an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any of Holly Energy Partners’ Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a Significant Subsidiary; or 

(C) orders the liquidation of an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a Significant Subsidiary; 
 and the order or decree remains unstayed and in effect for 60 consecutive days; and 
 (10) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor,
or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. 
 Section 6.02
Acceleration. 
 In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof,
with respect to Finance Corp., Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes may declare all the Notes to be due and payable immediately. 
 Upon any such declaration, the
Notes shall become due and payable immediately. 
 The Holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest, and Special Interest, if any, or premium, if any, on, or the principal of, the Notes. 

  
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 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium
and interest and Special Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults. 
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event
of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or interest and Special Interest, if any, on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon. 
 Section 6.05 Control by Majority. 

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
 Section 6.06
Limitation on Suits. 
 A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 

(1) such Holder gives to the Trustee written notice that an Event of Default is continuing; 

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the
Trustee to pursue the remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee
security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 
 (4) the
Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 

  
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 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note. 
 Section 6.07 Rights of Holders of Notes to Receive
Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of
principal, premium and interest and Special Interest, if any, on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by
Trustee. 
 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee
is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and interest and Special Interest, if any, remaining unpaid on, the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. 
 Section 6.09 Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), their creditors or their
property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding. 
 Section 6.10 Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment
of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

  
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 Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and interest and Special Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and Special Interest, if any,
respectively; and 
 Third: to the Issuers or to such party as a court of competent jurisdiction shall
direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10. 
 Section 6.11 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding Notes. 
 ARTICLE 7 

TRUSTEE 
 Section 7.01
Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this
paragraph does not limit the effect of paragraph (b) of this Section 7.01; 

  
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 (2) the Trustee will not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No provision of this Indenture will require the Trustee to
expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee will not be liable for interest on any
money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated
in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent
appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers. 
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction. 
 Section 7.03 Individual Rights of Trustee. 
 The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must 

  
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eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer.

 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the
Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant
to this Indenture other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest and Special Interest, if any, on, any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 
 (a) Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA
§ 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 
 (b) A copy
of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The
Issuers will promptly notify the Trustee when the Notes are listed on any stock exchange. 
 Section 7.07 Compensation and
Indemnity. 
 (a) The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

(b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising
out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or 

  
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liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence
or bad faith. The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or any of the Guarantors of their obligations hereunder. The
Issuers or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor
need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 
 (c) The obligations of
the Issuers and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture. 
 (d)
To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal
and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the
Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law. 
 (f) The Trustee will comply with the provisions of
TIA § 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any
time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing.
The Issuers may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10 hereof;

 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 (e) If the Trustee, after written request by any Holder who has been a Holder for at least
six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders.
The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will
be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 

Section 7.11 Preferential Collection of Claims Against the Issuers. 
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA
§ 311(a) to the extent indicated therein. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuers may at their option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes
and Note Guarantees upon compliance with the conditions set forth below in this Article 8. 

  
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 Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of
the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same),
except for the following provisions which will survive until otherwise terminated or discharged hereunder: 
 (1)
the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest and Special Interest, if any, or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04
hereof; 
 (2) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes,
registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the
Guarantors’ obligations in connection therewith; and 
 (4) this Article 8. 

Subject to compliance with this Article 8, the Issuers may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and each of
the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13,
4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes, and the Guarantors will be released from their obligations with respect to the Note Guarantees, on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected
thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(7) inclusive hereof will not constitute Events of Default. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance. 

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in
U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants, to pay the principal of, or interest and Special Interest, if any, and premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the
Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 
 (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: 

(A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or 

(B) since the Issue Date, there has been a change in the applicable federal income tax law, 

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 
 (3) in the case of an election under Section 8.03 hereof, the Issuers must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a
party or by which the Issuers or any Guarantor is bound; 
 (5) such Legal Defeasance or Covenant Defeasance will
not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Holly Energy Partners or any of its Subsidiaries is a party or by which Holly Energy Partners or any of
its Subsidiaries is bound; 
 (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and


  
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 (7) the Issuers must deliver to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any,
and interest and Special Interest, if any, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the
request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 Section 8.06 Repayment to the Issuers. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest and Special Interest, if any, on, any Note
and remaining unclaimed for two years after such principal, premium, if any, or interest and Special Interest, if any, has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) will be discharged from
such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Issuers. 
 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’
obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 

  
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hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that,
if the Issuers make any payment of principal of, premium, if any, or interest and Special Interest, if any, on, any Note following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any
Holder of Note: 
 (1) to cure any ambiguity, defect or inconsistency; 

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders of the Notes and
Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantors’ assets, as applicable; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any such Holder; 
 (5) to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA; 
 (6) to conform the text of this
Indenture or the Note Guarantees to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture or
the Note Guarantees; 
 (7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the Issue Date; 
 (8) to allow any Guarantor to execute a supplemental
indenture and/or a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; 
 (9) to secure the Notes and/or the Note Guarantees; 
 (10) to
comply with the rules of any applicable securities depository; or 
 (11) to provide for the reorganization of
Holly Energy Partners as any other form of entity, in accordance with Section 5.01(a). 
 Upon the request of the
Issuers accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join
with the Issuers and the 

  
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Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

Section 9.02 With Consent of Holders of Notes. 
 Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes
and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the payment of the principal of, premium or interest and Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the
Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this
Section 9.02. 
 Upon the request of the Issuers accompanied by a resolution of their Boards of Directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 
 It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such
consent approves the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of Notes
whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the
fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Sections 4.10 or 4.15 hereof, shall not be deemed a redemption
of the Notes; 

  
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 (3) reduce the rate of or change the time for payment of interest, including
default interest or Special Interest, if any, on any Note; 
 (4) waive a Default or Event of Default in the
payment of principal of, or interest, and Special Interest, if any, or premium on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a
waiver of the payment default that resulted from such acceleration); 
 (5) make any Note payable in money other
than that stated in the Notes; 
 (6) make any change in the provisions of this Indenture relating to waivers of
past Defaults or the rights of Holders of Notes to receive payments of, principal of, or interest and Special Interest, if any, or premium, if any, on, the Notes (other than as permitted by clause (7) below); 

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 or 4.15 hereof);

 (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in
accordance with the terms of this Indenture; or 
 (9) make any change in the preceding amendment and waiver
provisions. 
 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with
the TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of
a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms (except as provided in the second succeeding paragraph) and thereafter binds every Holder. 
 The Issuers may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the second to last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies) and only those Persons, shall be entitled to consent to such amendment or waiver or revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. 
 After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of the clauses (1) through (9) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the consenting Holder’s Note. 

  
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 Section 9.05 Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers
in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee will sign
any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amended or supplemental
indenture until the Boards of Directors of each of the Issuers approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying
upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

 ARTICLE 10 
 NOTE GUARANTEES 
 Section 10.01 Guarantee. 

(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: 

(1) the principal of, premium, if any, and interest and Special Interest, if any, on, the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 
 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 (b) The Guarantors hereby agree that
their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of 

  
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any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event
of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the
extent theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one
hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due
and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Note Guarantee. 
 Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.03 Execution and Delivery of Note Guarantee. 
 To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be
endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

  
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 If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds
that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 

In the event that the Issuers or any of Holly Energy Partners’ Restricted Subsidiaries creates or acquires any Domestic Subsidiary
after the date of this Indenture, if required by Section 4.18 hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to the extent applicable. 

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 
 Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person, other than the Issuers or another Guarantor, unless: 

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(2) either: 
 (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Guarantor, or
unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee; or 
 (b) the Net Proceeds of such sale or other disposition are applied
in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
 In
case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon
the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had
been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and
delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as
though all of such Note Guarantees had been issued at the date of the execution hereof. 
 Except as set forth in Articles 4 and
5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale
or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor. 

  
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 Section 10.05 Releases. 
 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the
Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners, then such Guarantor (in the event of a sale
or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of
such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including
without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the
provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such
Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 (c) Upon release of any Guarantor from
its Guarantee for Indebtedness under a Credit Facility, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, however, that if, at any time following such release, that Guarantor incurs a
Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. 
 (d) Upon
Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

 Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain
liable for the full amount of principal of and interest and Special Interest, if any, and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 

ARTICLE 11 

SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
 (1) either: 
 (a) all Notes that have been authenticated, except
lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or 

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or otherwise or will 

  
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become due and payable within one year and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Special Interest, if any, to the date of maturity or redemption; 

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which any Issuer or any Guarantor is a party or
by which any Issuer or any Guarantor is bound; 
 (3) the Issuers or any Guarantor has paid or caused to be paid
all sums payable by it under this Indenture; and 
 (4) the Issuers have delivered irrevocable instructions to
the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 
 In addition, the Issuers must deliver (a) an Officers’ Certificate stating that all conditions precedent set forth in clauses (1) through (4) above have been satisfied, and (b) an
Opinion of Counsel to the Trustee (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent to satisfaction and discharge set forth in Section 11.01(2) and (4) have been
satisfied; provided that the Opinion of Counsel with respect to 11.01(2) above may be to the knowledge of such counsel. 

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required
by law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with
Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or
interest and Special Interest, if any, on, any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by
the Trustee or Paying Agent. 

  
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 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will
control. 
 Section 12.02 Notices. 
 Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If
to the Issuers and/or any Guarantor: 
 Holly Energy Partners, L.P. 

Holly Energy Finance Corp. 
 2828 N. Harwood, Suite 1300 
 Dallas, Texas 75201 

Facsimile No.: (214) 615-9380 
 Attention: Chief Financial Officer 
 With a copy to: 

Fulbright & Jaworski L.L.P 
 2200 Ross Avenue, Suite 2800 
 Dallas, Texas 75201-2784 

Facsimile No.: (214) 855-8200 
 Attention: Glen J. Hettinger 
 If to the Trustee: 

U.S. Bank National Association 
 5555 San Felipe Street, Suite 1150 
 Houston, TX 77056 

Facsimile No.: (713) 235-9213 
 Attention: Corporate Trust Services 
 The Issuers, any Guarantor or the Trustee,
by notice to the others, may designate additional or different addresses for subsequent notices or communications. 
 All
notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when
receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 

  
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 Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it. 
 If the Issuers mail a notice or communication to Holders, they will mail a copy to the Trustee and
each Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the
Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 12.04
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers to the Trustee to
take any action under this Indenture, the Issuers shall furnish to the Trustee: 
 (1) an Officers’
Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been satisfied; and 
 (2) an Opinion of Counsel in
form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

 Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 

  
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 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules
and set reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No past, present or future director, officer, partner, member, employee, incorporator, manager or unit
holder or other owner of Equity Interest of the Issuers, the General Partner or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and
the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. 
 Section 12.08 Governing
Law. 
 THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE
GUARANTEES. 
 Section 12.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of Holly Energy Partners or its Subsidiaries or of
any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10
Successors. 
 All agreements of the Issuers and the Guarantors in this Indenture and the Notes will bind their
successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 

Section 12.11 Severability. 
 In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired thereby. 
 Section 12.12 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. 

Section 12.13 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this
Indenture and will in no way modify or restrict any of the terms or provisions hereof. 
 [Signatures on following page]


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

							
	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/ Stephen D. Wise

		 	Name:	 	Stephen D. Wise
		 	Title:	 	Vice President and Treasurer
	
	HOLLY ENERGY FINANCE CORP.
			
		 	By:	 	 /s/ Stephen D. Wise

		 	Name:	 	Stephen D. Wise
		 	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 
							
	GUARANTORS:
	
	HEP LOGISTICS GP, L.L.C., a Delaware limited liability company
		
	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:	 	 /s/ Stephen D. Wise

		 		 	Name:	 	Stephen D. Wise
		 		 	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 









							
	 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:	 	 /s/ Stephen D. Wise

		 		 	Name:	 	Stephen D. Wise
		 		 	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 
					
	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
	
	LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company
	
	HEP SLC, LLC, a Delaware limited liability company
	
	HEP TULSA LLC, a Delaware limited liability company
	
	ROADRUNNER PIPELINE, 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 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:	 	 /s/ Stephen D. Wise

		 	Name:	 	Stephen D. Wise
		 	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 
					
	HEP FIN-TEX/TRUST RIVER, L.P., a Texas limited
partnership
	
	HEP NAVAJO SOUTHERN, L.P., a Delaware limited
partnership
	
	 HEP PIPELINE ASSETS, LIMITED
 PARTNERSHIP, a Delaware 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, 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 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:	 	 /s/ Stephen D. Wise

		 	Name:	 	Stephen D. Wise
		 	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 
							
	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, 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 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:	 	 /s/ Stephen D. Wise

		 		  	Name:	 	Stephen D. Wise
		 		  	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 
							
	 HOLLY ENERGY STORAGE-LOVINGTON LLC,

a Delaware limited liability company

		
	By:	  	HEP Refining, L.L.C., a Delaware limited liability company and its sole member
			
		  	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 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:	 	 /s/ Stephen D. Wise

		  		  	Name:	 	Stephen D. Wise
		  		  	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 
							
	HOLLY ENERGY STORAGE-TULSA LLC, a Delaware limited liability company
		
	By:	  	HEP Tulsa LLC, a Delaware limited liability company and its sole member
			
		  	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 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:	 	 /s/ Stephen D. Wise

		  		 	Name:	 	Stephen D. Wise
		  		 	Title:	 	Vice President and Treasurer
	
	CHEYENNE LOGISTICS LLC, a Delaware limited liability company
				
		  		 	By:	 	 /s/ Stephen D. Wise

		  		 	Name:	 	Stephen D. Wise
		  		 	Title:	 	Vice President and Treasurer
	
	EL DORADO LOGISTICS LLC, a Delaware limited liability company
				
		  		 	By:	 	 /s/ Stephen D. Wise

		  		 	Name:	 	Stephen D. Wise
		  		 	Title:	 	Vice President and Treasurer



  

[SIGNATURE PAGE TO THE
INDENTURE] 









			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Steven A. Finklea

	Name:	 	Steven A. Finklea
	Title:	 	Vice President



  

[SIGNATURE PAGE TO THE
INDENTURE] 








 EXHIBIT A 
 FORM OF GLOBAL NOTE 
  

CUSIP [TO BE INSERTED] 
 6.50% Senior Notes due 2020 
  

			
	No.     	  	$        

 HOLLY ENERGY PARTNERS, L.P. 
 and 
 HOLLY ENERGY FINANCE CORP. 

promises to pay to                 , or registered assigns,
                                        

 the principal sum of
                                         
                    DOLLARS on March 1, 2020. 
 Interest Payment Dates: March 1 and September 1 
 Record Dates: February 15 and
August 15 
 Dated:             , 20    

  

					
	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:	 	  

	Name:	 		 	
	Title:	 		 	
	
	HOLLY ENERGY FINANCE CORP.
		
	By:	 	  

	Name:	 		 	
	Title:	 		 	


 This is one of the Notes referred to 
 in the within-mentioned Indenture: 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,

  as Trustee

		
	 By:
	 	  

		 	Authorized Signatory

  
  







 6.50% Senior Notes due 2020 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES), ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM 

  
 3 








 
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUERS ON
OR AFTER THE RESALE RESTRICTION TERMINATION DATE. 
 Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. 
 (1) INTEREST. Holly Energy
Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Holly Energy Partners, the “Issuers”), promise to pay
interest on the principal amount of this Note at 6.50% per annum from March 12, 2012 until maturity and shall pay the Special Interest, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The
Issuers will pay interest and Special Interest, if any, semi-annually in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the
first Interest Payment Date shall be September 1, 2012. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the
rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1.00% higher than the applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 (2) METHOD
OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the
February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option
of the Issuers, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Special Interest, if any, on, all 

  
 4 








 
Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuers or the Paying Agent to an account in the United States. Such payment will be in
such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Holly Energy Partners or any of its Subsidiaries may act in any such capacity. 

(4) INDENTURE. The Issuers issued the Notes under an Indenture dated as of March 12, 2012 (the
“Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are unsecured obligations of the Issuers. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) OPTIONAL REDEMPTION. 
 (a)
Except pursuant to paragraphs (b) and (c) of this Section 5, the Notes will not be redeemable at the Issuers’ option prior to March 1, 2016. On or after March 1, 2016, the Issuers may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable
Redemption Date, if redeemed during the twelve-month period beginning on March 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

  

					
	 Year
	  	Percentage	 
	 2016
	  	 	103.250%	  
	 2017
	  	 	101.625%	  
	 2018 and thereafter
	  	 	100.000%	  

 Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable redemption date. 
 (b) Notwithstanding the provisions of
subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture
at a redemption price of 106.500% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due
on an interest payment date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings by Holly Energy Partners; provided that at least 65% of the aggregate principal amount of Notes (including any
Additional Notes) issued under this Indenture (excluding Notes held by Holly Energy Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and the redemption occurs within 90 days of the date of the
closing of such Equity Offering. 
 (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time
prior to March 1, 2016, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more 

  
 5 








 
than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. 

For purposes of this Paragraph 5, “Applicable Premium” means, with respect to any Note on any redemption date, the
greater of: (1) 1.00% of the principal amount of the Note; or (2) the excess of: (a) the present value at such redemption date of (i) the redemption price of the Note at March 1, 2016 (such redemption price being set forth
in the table appearing in Section 3.07 of the Indenture) plus (ii) all required interest payments due on the Note through March 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater. “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the
redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 1, 2016; provided, however, that if the
period from the redemption date to March 1, 2016, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

(6) MANDATORY REDEMPTION. 
 The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 (7) REPURCHASE AT THE OPTION OF HOLDER. 

(a) If there is a Change of Control, the Issuers will be required to make an offer (a “Change of Control Offer”) to each
Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Special Interest, if any, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30
days following any Change of Control, the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) If the Issuers or a Restricted Subsidiary of Holly Energy Partners consummates any Asset Sales, within five days of each date on which
the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuers will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth
in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of
purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Holly
Energy Partners (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to 

  
 6 








 
be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
 (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or
discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 and in excess of $2,000, unless all of the Notes held by a Holder are to be redeemed. 

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of
any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
 (10)
PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees
may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of
Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any,
voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition
to or in place of certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of
the Issuers’ or such Guarantor’s assets, as applicable, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Note Guarantees to any provision of the “Description of Notes”
section of the Issuers’ Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or Note Guarantee, to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture as of the Issue Date, to secure the Notes and/or the Note Guarantees, to comply with the rules of any applicable securities depository, or to provide for the reorganization of Holly Energy Partners as any other
form of entity, in accordance with Section 5.01 of the Indenture. 
 (12) DEFAULTS AND
REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, and Special Interest, if any, with respect to the Notes; (ii) default in the payment when due (at
maturity, upon redemption or otherwise) of the principal of, or premium, if any, on 

  
 7 








 
the Notes; (iii) failure by Holly Energy Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Indenture or to comply
with Section 5.01 of the Indenture; (iv) failure by Holly Energy Partners for 90 days after written notice to Holly Energy Partners by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding
voting as a single class to comply with Section 4.03 of the Indenture, (v) failure by Holly Energy Partners or any of its Restricted Subsidiaries for 60 days after written notice to Holly Energy Partners by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Issuers
which default (A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment
Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity, in each case subject to a minimum threshold and cure period; (vii) certain final judgments for the payment of money that remain
undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Issuers or any of Holly Energy Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in
full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with
respect to Finance Corp., Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it
determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest and Special Interest, if any, or premium, if any. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest and Special Interest, if any, or premium, if any, on, or the principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with
the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) TRUSTEE DEALINGS WITH THE ISSUERS.
The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee.

 (14) NO RECOURSE AGAINST OTHERS. A
director, officer, partner, member, employee, incorporator, manager or unit holder or other owner of Equity Interest of the Issuers, the General Partner or any Guarantor, as such, will not have any liability for any obligations of the Issuers or the
Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. 

  
 8 








 (15) AUTHENTICATION. This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent. 
 (16)
ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (17)
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE
NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of March 12, 2012, among the Issuers, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have
the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to rights given by the Issuers and the Guarantors to the purchasers of any Additional Notes
(collectively, the “Registration Rights Agreement”). 
 (18) CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon. 
 (19) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES. 
 The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
 HOLLY
ENERGY PARTNERS, L.P. 
 Holly Energy Finance Corp. 
 2828 N. Harwood, Suite 1300 
 Dallas, Texas 75201 

Attention: Chief Financial Officer 

  
 9 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 (I) or (we) assign and transfer this Note to:                   
                                         
                                         
                                         
                        
 (Insert assignee’s legal name) 
  

 
 (Insert assignee’s soc. sec.
or tax I.D. no.) 
  
  

 
  
  

 
  

 
 (Print or type assignee’s
name, address and zip code) 

and irrevocably appoint                   
                                         
                                         
                                         
                                         
                
 to transfer this Note on the books of the
Issuers. The agent may substitute another to act for him. 
 Date:
                     
  

	
	Your Signature:                      
                                         
                              
	(Sign exactly as your name appears on the face of this Note)


 Signature Guarantee*:
                                         
                            
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-1









 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuers pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 

 ̈  
Section 4.10                 ̈   Section 4.15 

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or Section 4.15 of the
Indenture, state the amount you elect to have purchased: 
 $         

Date:                      

 

			
	Your Signature:                    
                                         
                                
	(Sign exactly as your name appears on the face of this Note)




			
	
	Tax Identification No.:                    
                                         
                    


 Signature Guarantee*:
                             

 

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-2









 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE * 
 The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	 Amount of decrease in
Principal Amount

of
 this Global
Note
	  	 Amount of increase in
Principal Amount

of
 this Global
Note
	  	 Principal Amount

of this Global Note

following such

decrease
 (or
increase)
	  	 Signature of authorized
officer of Trustee
or
Custodian


  

	*	This schedule should be included only if the Note is issued in global form. 


  
 A-3









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Holly Energy Partners, L.P. 

Holly Energy Finance Corp. 
 2828 N. Harwood,
Suite 1300 
 Dallas, Texas 75201 

U.S. Bank National Association 
 5555 San Felipe
Street, Suite 1150 
 Houston, TX 77056 
  

	 	Re:	6.50% Senior Notes due 2020 

 Reference is hereby made to the Indenture, dated as of March 12, 2012 (the “Indenture”), among Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy
Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Holly Energy Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association,
as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    , (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $          in such Note[s] or interests (the
“Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1.   ̈    Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note
and in the Indenture and the Securities Act. 

2.   ̈    Check if Transferee will take delivery of a
beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any
Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation 

  
 B-1









 
S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act. 

3.   ̈    Check and complete if Transferee will take
delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one): 
 (a)   ̈    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 

(b)   ̈    such Transfer is being effected
to the Issuers or a subsidiary thereof; 
 or 

(c)   ̈    such Transfer is being effected
pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 

(d)   ̈    such Transfer is being effected
to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged
in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the
time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities
Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 
 4.   ̈    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 

(a)   ̈    Check if Transfer is pursuant to Rule 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 

  
 B-2









 
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b)   ̈    Check if Transfer is Pursuant to Regulation
S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture. 

(c)   ̈    Check if Transfer is Pursuant to Other
Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. 

 

			
	  

		 	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     

  
 B-3









 ANNEX A TO CERTIFICATE OF TRANSFER 

 

											
	1.	  	The Transferor owns and proposes to transfer the following:
	
	[CHECK ONE OF (a) OR (b)]
					
		  		    	(a)	  	 ̈	  	a beneficial interest in the:
						
		  		    		  	(i)	  	     ̈	  	144A Global Note (CUSIP                 ), or
						
		  		    		  	(ii)	  	     ̈	  	Regulation S Global Note (CUSIP                 ), or
						
		  		    		  	(iii)	  	     ̈	  	IAI Global Note (CUSIP                 ); or
					
		  		    	(b)	  	 ̈	  	a Restricted Definitive Note.
		
	2.	  	After the Transfer the Transferee will hold:
	
	[CHECK ONE]
					
		  		    	(a)	  	 ̈	  	a beneficial interest in the:
						
		  		    		  	(i)	  	     ̈	  	144A Global Note (CUSIP                 ), or
						
		  		    		  	(ii)	  	     ̈	  	Regulation S Global Note (CUSIP                 ), or
						
		  		    		  	(iii)	  	     ̈	  	IAI Global Note (CUSIP                 ); or
						
		  		    		  	(iv)	  	     ̈	  	Unrestricted Global Note (CUSIP                 ); or
					
		  		    	(b)	  	 ̈	  	a Restricted Definitive Note; or
					
		  		    	(c)	  	 ̈	  	an Unrestricted Definitive Note,
			
		  		    	in accordance with the terms of the Indenture.


  
 B-4









 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Holly Energy Partners, L.P. 

Holly Energy Finance Corp. 
 2828 N. Harwood,
Suite 1300 
 Dallas, Texas 75201 

U.S. Bank National Association 
 5555 San Felipe
Street, Suite 1150 
 Houston, TX 77056 
  

	 	Re:	6.50% Senior Notes due 2020 

 (CUSIP 435765 AE21) 
 Reference is hereby made to the Indenture, dated as of March 12, 2012
(the “Indenture”), among Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together
with Holly Energy Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


                      
      , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in
such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note 

(a)   ̈    Check if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States. 
 (b)   ̈    
Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  

 

	1 	 The CUSIP No. is U4377T AC4 for the Regulation S Note 



  
 C-1









 (c)   ̈    
Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)   ̈     Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United
States. 
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes 

(a)   ̈     Check if Exchange is from beneficial interest
in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b)   ̈     Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈
144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. 

 

			
	 	 	  
 [Insert Name of
Transferor]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Dated:
                     

  
 C-2









 EXHIBIT D 
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Holly Energy Partners, L.P. 
 Holly Energy
Finance Corp. 
 2828 N. Harwood, Suite 1300 
 Dallas, Texas 75201 
 U.S. Bank National Association 

5555 San Felipe Street, Suite 1150 
 Houston, TX
77056 
 Re:     6.50% Senior Notes due 2020 

Reference is hereby made to the Indenture, dated as of March 12, 2012 (the “Indenture”), among Holly Energy
Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Holly Energy Partners, the
“Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

In connection with our proposed purchase of $         aggregate principal amount of:

 (a)  ̈    a beneficial interest in a Global Note, or

 (b)  ̈    a Definitive Note, 

we confirm that: 
 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by,
and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to Holly Energy Partners or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act,
(D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a
notice advising such purchaser that resales thereof are restricted as stated herein. 

  
 D-1









 3. We understand that, on any proposed resale of the Notes or beneficial interest therein,
we will be required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each
of which we exercise sole investment discretion. 
 You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

			
	  

		 	[Insert Name of Accredited Investor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     

  
 D-2









 EXHIBIT E 
 [FORM OF NOTATION OF GUARANTEE] 
 For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of March 12, 2012 (the
“Indenture”), among Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with
Holly Energy Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and
interest, and Special Interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in
the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. 
 Capitalized terms used but
not defined herein have the meanings given to them in the Indenture. 
  

			
	[NAME OF GUARANTOR(S)]
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 E-1









 EXHIBIT F 
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 200    , among
                     (the “Guaranteeing Subsidiary”), Holly Energy Partners, L.P., a Delaware limited partnership
(“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance Corp.” and, together with Holly Energy Partners, the “Issuers”), the other Guarantors (as defined in the Indenture referred to
herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 12, 2012 providing for the issuance of 6.50% Senior Notes
due 2020 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as
follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The
Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 

5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 

  
 F-1









 7. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof. 
 8. THE TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Issuers. 

  
 F-2









 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated:
            , 20     
  

					
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	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:	 	  

	Name:	 	
	Title:	 	
	
	HOLLY ENERGY FINANCE CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[EXISTING GUARANTORS]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 U.S. BANK NATIONAL ASSOCIATION,
   as Trustee

		
	By:	 	  

		 	Authorized Signatory



  
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