exv10w5



 





	 	 	 
	PREPARED BY AND WHEN
RECORDED RETURN TO:


Holly Corporation 

100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attn: General Counsel

	 	NOTICE OF CONFIDENTIALITY RIGHTS: If you
are a natural person, you may remove or
strike any or all of the following
information from this instrument in the
public records: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER’S LICENSE NUMBER.






MORTGAGE AND DEED OF TRUST

(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)




BY




HEP PIPELINE, L.L.C.,

A DELAWARE LIMITED LIABILITY COMPANY,

AS GRANTOR




TO




CHRISTOPHER J. DEWAR,

AS TRUSTEE




FOR THE BENEFIT OF




HOLLY CORPORATION,

A DELAWARE CORPORATION

AS BENEFICIARY




DATED EFFECTIVE AS OF FEBRUARY 29, 2008



THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.



THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED
HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED.
ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS
A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY
DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE
SET FORTH IN THIS INSTRUMENT.





 









 








MORTGAGE AND DEED OF TRUST

(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)




     This MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter
referred to as this “Deed of Trust”), is entered into effective as of the 29th day of
February, 2008, by HEP PIPELINE, L.L.C., a Delaware limited liability company (hereinafter referred
to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited
partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite
1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to
Christopher J. Dewar, Trustee (hereinafter referred to in such capacity as “Trustee”),
whose address is 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201, for the benefit of the herein
below defined Beneficiary.



WITNESSETH:




ARTICLE 1




DEFINITIONS





	1.1	 	Definitions. As used herein, the following terms shall have the following meanings:
	 
		 	(a) Affiliate: With respect to a specified Person, any other Person controlling,
controlled by or under common control with that first Person. As used in this definition,
the term “control” includes (i) with respect to any Person having voting shares or the
equivalent and elected directors, managers or Persons performing similar functions, the
ownership of or power to vote, directly or indirectly, shares or the equivalent representing
more than 50% of the power to vote in the election of directors, managers or Persons
performing similar functions, (ii) ownership of more than 50% of the equity or equivalent
interest in any Person and (iii) the ability to direct the business and affairs of any
Person by acting as a general partner, manager or otherwise.
	 
		 	(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice
hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General
Counsel.
	 
		 	(c) Contracts: The Pipeline Contracts.
	 
		 	(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph
hereof.
	 
		 	(e) Easements: The Pipeline Easements.
	 
		 	(f) Event of Default: Any happening or occurrence described in Article 7 of this
Deed of Trust.
	 
		 	(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or
hereafter acquired by Grantor and now or hereafter attached to, installed in or used in




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	 	 	connection with (temporarily or permanently) the Real Property or the Pipelines, together
with all accessions, replacements, betterments and substitutions for any of the foregoing
and the proceeds thereof.






		 	(h) Governmental Entity: Any court, governmental department, commission, council,
board, bureau, agency or other judicial, administrative, regulatory, legislative or other
instrumentality of the United States of America or any foreign country, or any state,
county, municipality or local governmental body or political subdivision or any such other
foreign country.
	 
		 	(i) Grantor: The above defined Grantor, whether one or more, and any and all
subsequent owners of the Mortgaged Property or any part thereof.
	 
		 	(j) Impositions: All real estate and personal property taxes; water, gas, sewer,
electricity and other utility rates and charges; charges for any easement, license or
agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges
and assessments and any interest, costs or penalties with respect thereto, general and
special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature
whatsoever which at any time prior to or after the execution hereof may be assessed, levied
or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment
thereof.
	 
		 	(k) Improvements: The Pipeline Improvements.
	 
		 	(l) Leases: Any and all leases, subleases, licenses, concessions or other
agreements (written or verbal, now or hereafter in effect) which grant a possessory interest
in and to, or the right to use, the Mortgaged Property, and all other agreements, such as
utility contracts, maintenance agreements and service contracts, which in any way relate to
the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged
Property, save and except any and all leases, subleases or other agreements pursuant to
which Grantor is granted a possessory interest in the Real Property.
	 
		 	(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations,
ordinances, judgments, orders, writs, decrees, requirements or determinations of any
Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any
and all requirements of permits, licenses, certificates, authorizations, concessions,
franchises or other approvals granted by any Governmental Entity.
	 
		 	(n) Mortgaged Property: The Pipeline Assets, together with:






(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements,
appendages and appurtenances in anywise appertaining thereto, and all right, title
and interest of Grantor in and to any streets, ways, alleys, strips or gores of land
adjoining the Real Property or any part thereof; and




(ii) all betterments, additions, alterations, appurtenances, substitutions,
replacements and revisions thereof and thereto and all reversions and remainders
therein; and



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(iii) all other property and rights of Grantor of every kind and character to the
extent specifically relating to and used or to be used solely in connection with the
foregoing property, and all proceeds and products of any of the foregoing.




As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly
defined as meaning all or, where the context permits or requires, any portion of the above,
and all or, where the context permits or requires, any interest therein. Notwithstanding
anything to the contrary herein, in no event shall the term “Mortgaged Property”
include any Product owned by third parties that may be shipped through or stored at or in
any of the Mortgaged Property.




		 	(o) Obligations: Shall have the meaning given such term in Section 2.1.
	 
		 	(p)Permits: The Pipeline Permits.
	 
		 	(q) Permitted Encumbrances: Any of the following matters:






(i) any (A) inchoate liens, security interests or similar charges constituting or
securing the payment of expenses which were incurred incidental to the ownership and
operation of the Pipelines (collectively, the “Operations”) or the
operation, storage, transportation, shipment, handling, repair, construction,
improvement or maintenance of the Mortgaged Property, and (B) materialman’s,
mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge
or ship owner’s and carriers’ liens or other similar liens, security interests or
charges for liquidated amounts arising in the ordinary course of business incidental
to the conduct of the Operations or the ownership and operation of the Mortgaged
Property, securing amounts the payment of which is not delinquent and that will be
paid in the ordinary course of business or, if delinquent, that are being contested
in good faith with any action or proceeding to foreclose or attach any of the
Mortgaged Property on account thereof properly stayed; (ii) any liens or security
interests for Taxes not yet delinquent or, if delinquent, that are being contested
in good faith in the ordinary course of business with any action or proceeding to
foreclose or attach any of the Mortgaged Property on account thereof properly
stayed; (iii) any liens or security interests reserved in leases, rights of way or
other real property interests for rental or for compliance with the terms of such
leases, rights of way or other real property interests, provided payment of the debt
secured is not delinquent or, if delinquent, is being contested in good faith in the
ordinary course of business with any action or proceeding to foreclose or attach any
of the Mortgaged Property on account thereof properly stayed; (iv) all prior
reservations of minerals in and under or that may be produced from any of the lands
constituting part of the Mortgaged Property or on which any part of the Mortgaged
Property is located; (v) all liens (other than liens for borrowed money), security
interests, charges, easements, restrictive covenants, encumbrances, contracts,
instruments, obligations, discrepancies, conflicts, shortages in area or boundary
lines, encroachments or protrusions, or overlapping of improvements, defects,
irregularities and other matters affecting or encumbering title to the Mortgaged
Property which individually or in the



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aggregate are not such as to unreasonably or materially interfere with or prevent
any material operations conducted on the Mortgaged Property; (vi) rights reserved to
or vested in any Governmental Entity to control or regulate any of the Mortgaged
Property or the Operations and all Legal Requirements of such authorities, including
any building or zoning ordinances and all environmental laws; (vii) any contract,
easement, instrument, lien, security instrument, permit, amendment, extension or
other matter entered into by a party in accordance with the terms of the Purchase
Agreement (as defined in the Pipelines Agreement) or in compliance with the
approvals or directives of the other party made pursuant to such Purchase Agreement;
(viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix)
defects in the early chain of the title consisting of the mere failure to recite
marital status in a document or omissions of successions of heirship proceedings,
unless such failure or omission results in another Person’s superior claim of title
to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect
based on a lack of a survey with respect to the Pipelines; (xi) any title defect
affecting (or the termination or expiration of) any easement, right of way,
leasehold interest or fee interest affecting property over which the Pipelines pass
which has been replaced prior to the date of this Deed of Trust by an easement,
right of way, leasehold interest or fee interest covering substantially the same
land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all
Senior Liens.




		 	(r) Person: An individual, a corporation, a partnership, a limited liability
company, an association, a trust, or any other entity or organization, including, without
limitation, any Governmental Entity.
	 
		 	(s) Personalty: The Pipeline Equipment, and all other personal property (other than
the Fixtures) and intangible assets of any kind or character as defined in and subject to
the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same
is codified and in effect in Texas, which are now or hereafter located or to be located
upon, within or about the Real Property, or which are or may be used in or related to the
planning, development, financing or operation of the Mortgaged Property, together with all
accessories, replacements and substitutions thereto or therefor and the proceeds thereof.
	 
		 	(t) Pipeline Assets: All of the following assets, properties and rights, whether
real, personal or mixed, which are owned or held for use by Grantor solely in connection
with the ownership or operation of those certain pipelines described on Exhibit G
(the “Pipelines”):






(i) All parcels of fee simple real property now or hereafter owned by Grantor on
which any part of the Pipelines are located including, without limitation, the
property held in fee by Grantor described on Exhibit A, if any
(collectively, the “Pipeline Fee Land”);



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(ii) All leases of real property now or hereafter entered into or acquired by
Grantor on which all or a part of the Pipelines are located, including, without
limitation, the leases described on Exhibit B, if any (the “Pipeline
Leases”);




(iii) All easements, rights-of-way, property use agreements, line rights and real
property licenses (including right-of-way permits from railroads and road crossing
permits or other right-of-way permits from Governmental Entities) required to
operate the Pipelines now or hereafter entered into or acquired by Grantor,
including, without limitation, the easements, rights-of-way, property use
agreements, line rights and real property licenses described on Exhibit C
(the “Pipeline Easements”);




(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee
Land, (B) located on the land subject to the Pipeline Leases, or (C) located within
the Pipeline Easements, and now or hereafter owned by Grantor, including, without
limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil
tanks and crude oil pipeline tanks described on Exhibit D (collectively, the
“Pipeline Improvements”);




(v) To the extent same do not constitute Pipeline Improvements, any and all
fittings, cathodic protection ground beds, rectifiers, other cathodic or electric
protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve
boxes, connections, gates, scraper trap extenders, telecommunication facilities and
equipment (including microwave and other transmission towers), lines, wires,
computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks,
pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and
metering equipment now owned or hereafter acquired by Grantor (the “Pipeline
Equipment”);




(vi) The contracts, agreements, leases and other legally binding rights and
obligations of Grantor described on Exhibit E, if any, but excluding those
contracts and agreements constituting Pipeline Leases and Pipeline Easements (the
“Pipeline Contracts”);




(vii) Intellectual property rights and related computer software;




(viii) All permits, licenses, certificates, authorizations, registrations, orders,
waivers, variances and approvals now or hereafter granted by any Governmental Entity
to Grantor or its predecessors in interest pertaining solely to the ownership or
operation of the Pipelines, including, without limitation, those permits, licenses,
certificates, authorizations, registrations, orders, waivers, variances and
approvals described on Exhibit F, in each case to the extent the same are
assignable (the “Pipeline Permits”); and




(ix) All records and documents now or hereafter acquired by Grantor relating solely
to the ownership, condition or operation of the Pipeline Assets (the “Pipeline
Records”).



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		 	(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the
definition of Pipeline Assets.
	 
		 	(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the
definition of Pipeline Assets.
	 
		 	(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the
definition of Pipeline Assets.
	 
		 	(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the
definition of Pipeline Assets.
	 
		 	(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of
the definition of Pipeline Assets.
	 
		 	(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the
definition of Pipeline Assets.
	 
		 	(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the
definition of Pipeline Assets.
	 
		 	(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline
Leases, the Pipeline Improvements and the Pipeline Easements.
	 
		 	(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the
definition of Pipeline Assets.
	 
		 	(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the
definition of Pipeline Assets.
	 
		 	(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated
effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a
Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability
company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP,
Holly Energy Partners—Operating, L.P., a Delaware limited partnership, Grantor and HEP
Woods Cross, L.L.C., a Delaware limited liability company.
	 
		 	(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal
butane and isobutane transported through the Pipelines.
	 
		 	(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective
as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware
limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability
company, Navajo Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly
Energy Partners — Operating, L.P., a Delaware limited partnership, HEP Woods Cross, L.L.C.,
a Delaware limited liability company, and Grantor.




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		 	(hh) Real Property: The Pipeline Real Property.
	 
		 	(ii) Security Documents: This Deed of Trust and any and all other documents now or
hereafter executed by Grantor or any other Person to evidence or secure the performance of
the Obligations.
	 
		 	(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or
any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its
Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in
all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an
interest in all or any portion of the Mortgaged Property securing senior debt of such
Person.
	 
		 	(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement
dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or
refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating,
L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union
Bank of California, N.A., in its capacity as administrative agent (or any assignee of or
successor to such administrative agent).
	 
		 	(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and
security interest as to which the lien and security interest granted pursuant to this Deed
of Trust shall be subordinated thereto pursuant to the terms of a Subordination,
Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto
executed by the Beneficiary and the holder of such lien and security interest and recorded
in the Official Public Records of Real Property of Gaines County, Texas.
	 
		 	(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
leases, service, service use, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or
assessments.





ARTICLE 2




GRANT





	2.1	 	Grant. To secure and enforce the prompt performance and compliance by the
Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for
such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus
all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the
Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any
rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency
proceeding involving any Partnership Entity, and any reasonable costs and expenses (including,
but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in
enforcing and exercising its rights hereunder (collectively, the “Obligations”),
Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and




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	 	 	by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property,
subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged
Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and
assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee
against every Person whomsoever lawfully claiming or to claim the same or any part thereof
other than against any holder of any Senior Lien; provided, however, that this grant shall
terminate upon the full performance and discharge of all of the Obligations and in
accordance with the other terms set forth herein.






	2.2	 	Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY
LOCATED IN TEXAS SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF
$225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.





ARTICLE 3




WARRANTIES AND REPRESENTATIONS





Grantor hereby unconditionally warrants and represents to Beneficiary as follows:




	3.1	 	Organization and Power. Grantor (a) is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware, and has
complied with all conditions prerequisite to its doing business in the State of Texas and (b)
has all requisite power and all governmental certificates of authority, licenses, permits,
qualifications and documentation to own, lease and operate its properties and to carry on its
business as now being, and as proposed to be, conducted.
	 
	3.2	 	Validity of Security Documents. The execution, delivery and performance by Grantor
of the Security Documents (a) are within Grantor’s powers and have been duly authorized by
Grantor’s Manager or other necessary parties, and all other requisite action for such
authorization has been taken; (b) have received all (if any) requisite prior governmental
approval in order to be legally binding and enforceable in accordance with the terms thereof;
and (c) will not violate, be in conflict with, result in a breach of or constitute (with due
notice or lapse of time, or both) a default under, any Legal Requirement or result in the
creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of
Grantor’s property or assets, except as contemplated by the provisions of the Security
Documents. The Security Documents constitute the legal, valid and binding obligations of
Grantor and others obligated under the terms of the Security Documents, in accordance with
their respective terms.
	 
	3.3	 	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes
a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures
and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty
and Leases, all in accordance with the terms hereof.




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	3.4	 	Litigation. There are no actions, suits or proceedings pending, or to the knowledge
of Grantor threatened, against or affecting the Grantor as a result of or in connection with
Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of
this Deed of Trust or the priority of the liens and security interests created by the Security
Documents, and no event has occurred (including specifically Grantor’s execution of the
Security Documents) which will violate, be in conflict with, result in the breach of, or
constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement
or result in the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of Grantor’s property other than the liens and security interests created
by the Security Documents.





ARTICLE 4




AFFIRMATIVE COVENANTS OF GRANTOR




           Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the
Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of
Trust and except for the Permitted Encumbrances, will not, without the prior written consent of
Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the
Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory,
constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the
lien and security interest created by this Deed of Trust, and, if any such lien or security
interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and
expense, (a) pay the underlying claim in full or take such other action so as to cause same to be
released and (b) within five days from the date such lien or security interest is so asserted, give
Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting
such lien or security interest and shall detail the origin and nature of the underlying claim
giving rise to such asserted lien or security interest.



ARTICLE 5




NEGATIVE COVENANTS OF GRANTOR




           Grantor hereby covenants and agrees with Beneficiary that, until the full performance and
discharge of all of the Obligations, Grantor will not, without the prior written consent of
Beneficiary, create, place or permit to be created or placed, or through any act or failure to act,
acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory,
constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or
other title retention agreement, regardless of whether same are expressly subordinate to the liens
of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted
Encumbrances.



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ARTICLE 6




AFFIRMATIVE COVENANTS OF BENEFICIARY




           By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may
hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in
connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged
Property may incur additional indebtedness or become otherwise obligated to one or more banks,
insurance companies, investment banks or other financial institutions regularly engaged in
commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations
that may be secured by liens or security interests on some or all of Grantor’s property, including
the Mortgaged Property (the holder of such liens or security interests being a “Secured
Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s
desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of
Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly
executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement
in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this
Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured
Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section
3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance
with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a
“Lienholder.”



ARTICLE 7




EVENTS OF DEFAULT




           The term “Event of Default”, as used in the Security Documents, shall mean the
occurrence or happening, at any time and from time to time, of any one or more of the following.




	7.1	 	Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any
material respect, any covenant, condition or agreement of this Deed of Trust to be performed
or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this
Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty
(30) days after receipt of written notice thereof to the Grantor from the Beneficiary;
provided, however, that in the event such failure or breach cannot be reasonably cured within
such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to
cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or
breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the
dates same are to be performed (after giving effect to any applicable grace and cure periods).
	 
	7.2	 	Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or
insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a
receiver, trustee or liquidator for itself or for all or any substantial portion of its
property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its
debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or




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	 	 	any state or any other competent jurisdiction, or (d) make a general assignment for the
benefit of its creditors.






	7.3	 	Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to
rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other
debtor relief law of the United States or any state or other competent jurisdiction, and such
petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court
of competent jurisdiction enters an order, judgment or decree appointing, without the consent
of Grantor a receiver or trustee for it, or for all or any part of its property, and such
order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days
after the date of entry of such order, judgment or decree.
	 
	7.4	 	Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any
other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement
in bankruptcy.





ARTICLE 8




REMEDIES





	8.1	 	Remedies. Subject, in each case, to the rights of any Lienholder arising under or
pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no
material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred
and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at
Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the
following rights, remedies and recourses:






		 	(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take
exclusive possession thereof and of all books, records and accounts relating thereto. If
Grantor remains in possession of all or any part of the Mortgaged Property after an Event of
Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any
and all legal remedies to dispossess Grantor, including specifically one or more actions for
forcible entry and detainer, trespass to try title and writ of restitution. Nothing
contained in the foregoing sentence shall, however, be construed to impose any greater
obligation or any prerequisites to acquiring possession of the Mortgaged Property after an
Event of Default than would have existed in the absence of such sentence.
	 
		 	(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use
or permit the use of the Mortgaged Property, either itself or by other Persons, firms or
entities, in such manner, for such time and upon such other terms as Beneficiary may deem to
be prudent and reasonable under the circumstances (making such repairs, alterations,
additions and improvements thereto and taking any and all other action with reference
thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all
amounts collected by Trustee or Beneficiary in connection therewith in accordance with the
provisions of Section 8.7.




11









 












		 	(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any
legal proceedings hereunder, make application to a court of competent jurisdiction as a
matter of strict right and without notice to Grantor or regard to the adequacy of the
Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of
the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment.
Any such receiver shall have all the usual powers and duties of receivers in similar cases,
including the full power to rent, maintain and otherwise operate the Mortgaged Property upon
such terms as may be approved by the court.
	 
		 	(d) Foreclosure and Sale. Sell or offer for sale the Mortgaged Property, in such
portions, order and parcels as Beneficiary may determine, with or without having first taken
possession of same, to the highest bidder, for cash, at public auction. Such sale and
notice thereof shall be made a) in accordance with the then applicable provisions of Section
51.002 of the Texas Property Code (or any successor statute), or b) by accomplishing all or
any of the aforesaid in such manner as permitted or required by Chapter 51 of the Texas
Property Code or by Chapter 9 of the UCC relating to the sale of collateral after default by
a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other
present or subsequent amendments or enactments relating to same. If the Mortgaged Property
is situated in more than one county, all required notices shall be given in each such
county, and such notices shall designate the county in which the Mortgaged Property will be
sold. The affidavit of any person having knowledge of the facts to the effect that notice
was properly given shall be prima facie evidence of such fact. At any such sale (i) whether
made under the power herein contained, the aforesaid Texas Property Code, the UCC, any other
requirement of applicable law or governmental regulation or by virtue of any judicial
proceedings or any other legal right, remedy or recourse, it shall not be necessary for
Trustee to have been physically present, or to have constructive possession of, the
Mortgaged Property (Grantor hereby covenanting and agreeing to deliver to Trustee any
portion of the Mortgaged Property not actually or constructively possessed by Trustee
immediately upon demand by Trustee), and the title to and right of possession of any such
property shall pass to the purchaser thereof as completely as if the same had been actually
present and delivered to the purchaser at such sale, (ii) each instrument of conveyance
executed by Trustee shall contain a general warranty of title, binding upon Grantor, (iii)
each and every recital contained in any instrument of conveyance made by Trustee shall be
prima facie evidence of the truth and accuracy of the matters recited therein, including,
without limitation, non-payment of the Obligations, advertisement and conduct of such sale
in the manner provided therein and otherwise by law, and appointment of any successor
Trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be
conclusively presumed to have been performed, (v) the receipt of Trustee or of such other
party or officer making the sale shall be a sufficient discharge to the purchaser or
purchasers for his or their purchase money, and no such purchaser or purchasers, or his or
their assigns or personal representatives, shall thereafter be obligated to see to the
application of such purchase money or be in any way answerable for any loss, misapplication
or non-application thereof, (vi) to the fullest extent permitted by law, Grantor shall be
completely and irrevocably divested of all of its right, title, interest, claim and demand
whatsoever, either at law or in equity, in and to the Mortgaged Property sold, and such sale
shall be a perpetual bar, both at law and in equity, against Grantor and against any




12









 






	 	 	and all other persons claiming or to claim the Mortgaged Property sold or any part thereof,
by, through or under Grantor, and (vii) to the extent and under such circumstances as are
permitted by law, Beneficiary and any entity related by ownership or control to Beneficiary
may be a purchaser at any such sale.






		 	(e) Other. Exercise any and all other rights, remedies and recourses granted under
this Deed of Trust.






	8.2	 	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights,
remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any
Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the
SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued
separately, successively or concurrently against Grantor or others obligated under this Deed
of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole
discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it
being agreed by Grantor that the exercise or failure to exercise any of same shall in no event
be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d)
are intended to be, and shall be, nonexclusive.
	 
	8.3	 	Obligations. Neither Grantor, any other Partnership Entity (as defined in the
Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment
of all or any of the Obligations shall be relieved of such obligation by reason of (a) the
failure of Trustee to comply with any request of Grantor or any other Person to enforce any
provisions of this Deed of Trust; (b) the release, regardless of consideration, of the
Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any
agreement or stipulation between any subsequent owner of the Mortgaged Property and
Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the
Security Documents without first having obtained the consent of, given notice to or paid any
consideration to Grantor or such other Person, and in such event Grantor and all such other
Persons shall continue to be liable to make payment according to the terms of any such
extension or modification agreement unless expressly released and discharged in writing by
Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of
all of the Obligations.
	 
	8.4	 	Release of and Resort to Collateral. Beneficiary may release, regardless of
consideration, any part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the lien or security interest created in or
evidenced by this Deed of Trust or their stature as a lien and security interest in and to the
Mortgaged Property.
	 
	8.5	 	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent
permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all
benefits that might accrue to Grantor by virtue of any present or future law exempting the
Mortgaged Property from attachment, levy or sale on execution or providing for any
appraisement, valuation, stay of execution, exemption from civil process, redemption or
extension of time for payment; (b) all notices of any Event of Default or of Trustee’s




13









 






	 	 	election to exercise or his actual exercise of any right, remedy or recourse provided for
under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse
order of alienation.






	8.6	 	Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke
any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to
discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to
do and, in such an event, Grantor and Beneficiary shall be restored to their former positions
with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise,
and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had
never been invoked.
	 
	8.7	 	Application of Proceeds. Subject, in each case, to applicable law and the rights of
any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of
the SNDA (including, without limitation, the right to receive payments otherwise due to HEP
under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the
holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or
Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available
therefrom in the following orders of priority:






		 	(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged
Property and of holding, using, leasing, repairing and improving the same, including without
limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and
accountants’ fees, and (iv) the payment of any and all Impositions, liens, security
interests or other rights, titles or interests equal or superior to the lien and security
interest of this Deed of Trust (except those to which the Mortgaged Property has been sold
subject to and without in any way implying Beneficiary’s prior consent to the creation
thereof);
	 
		 	(b) second, to the payment of all amounts which may be due to Beneficiary with respect to
the Obligations;
	 
		 	(c) third, to the extent permitted by law, funds are available therefor out of the proceeds
generated by the holding, operating or other use of the Mortgaged Property and known by
Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed
of trust on or security interest in the Mortgaged Property; and
	 
		 	(d) fourth, to Grantor.






	8.8	 	INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY
PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS,
ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY
LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR
INDEMNIFIED PARTY




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	 	 	HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR
(ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING,
MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH
LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED
PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE,
UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF
TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY
INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF
GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF
THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES
WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF
THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES
WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED
PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE,
UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF
TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY
INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF,
INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A
DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY
GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL
PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE
SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.8
SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.





ARTICLE 9




SECURITY AGREEMENT





	9.1	 	Security Interest. This Deed of Trust shall be construed as a deed of trust on real
property and it shall (subject to the Senior Liens) also constitute and serve as a “Security
Agreement” on personal property within the meaning of, and shall constitute a security
interest under, the Uniform Commercial Code (as the same is codified and in effect in Texas)
with respect to the Personalty, Fixtures and Leases. To this end, Grantor has




15









 






	 	 	GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents
does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto
Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and
under the Personalty, Fixtures and Leases to secure the full and timely performance and
discharge of the Obligations, subject only to the Permitted Encumbrances.






	9.2	 	Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing
Statements,” and Grantor hereby agrees to execute and deliver such further assurances as
Beneficiary may, from time to time, consider reasonably necessary to create, perfect and
preserve Beneficiary’s security interest herein granted and Beneficiary may cause such
statements and assurances to be recorded and filed, at such times and places as may be
required or permitted by law to so create, perfect and preserve such security interest.
	 
	9.3	 	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any
Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and
this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and
recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and
Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in
effect in Texas) in addition to, and not in limitation of, the other rights, remedies and
recourses afforded by this Deed of Trust.
	 
	9.4	 	No Obligation of Trustee or Beneficiary. The assignment and security interest herein
granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in
possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the
Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform
or discharge any obligation, duty or liability whatsoever.
	 
	9.5	 	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all
purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in Texas. All
or part of the Mortgaged Property are or are to become fixtures; information concerning the
security interest herein granted may be obtained at the addresses set forth on the first page
hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section
1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening
paragraph of this Deed of Trust.
	 
	9.6	 	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid,
performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which
case the provisions of clauses (i) through (iv) below shall be applicable only to such
portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions
of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated,
cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in
the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer
be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a
stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as
hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and
Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of




16









 






	 	 	either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and
security interests created by this Deed of Trust shall be released as promptly as
practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the
case of clause (b) above) free and clear of the liens and security interests created by this
Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver,
or cause to be executed and delivered, instruments of satisfaction and release that are
reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in
full force and effect. As used in this Section 9.6, the term “Investment Grade Rating”
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or
the equivalent) by S&P.





ARTICLE 10




CONCERNING THE TRUSTEE





	10.1	 	No Required Action. Trustee shall not be required to take any action toward the
execution and enforcement of the trust hereby created or to institute, appear in or defend any
action, suit or other proceeding in connection therewith where in his opinion such action will
be likely to involve him in expense or liability, unless requested so to do by a written
instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered
security and indemnity satisfactory to him against any and all costs, expense and liabilities
arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or
validity of the Security Documents, or for the proper authorization thereof, or for the
sufficiency of the lien and security interest purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights, remedies and recourses of
Beneficiary.
	 
	10.2	 	Certain Rights. With the approval of Beneficiary, Trustee shall have the right to
take any and all of the following actions: (a) to select, employ and advise with counsel (who
may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder,
including the preparation, execution and interpretation of the Security Documents, and shall
be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any
of the trusts and powers hereof and to perform any duty hereunder either directly or through
his agents or attorneys; (c) to select and employ, in and about the execution of his duties
hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact,
either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not
be answerable for any act, default or misconduct of any such accountant, engineer or other
expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of
judgment or act done by Trustee in good faith, or be otherwise responsible or accountable
under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and
(d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to
protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in
case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the
Mortgaged Property for debts contracted or liability or damages incurred in the management or
operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument,
document or signature authorizing or supporting any action taken or proposed to be taken by
him




17









 






	 	 	hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to
reimbursement for expenses incurred by him in the performance of his duties hereunder and to
reasonable compensation for such of his services hereunder as shall be rendered. Grantor
will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee
for, and save him harmless against, any and all liability and expenses which may be incurred
by him in the performance of his duties.






	10.3	 	Retention of Moneys. All moneys received by Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received, but need not
be segregated in any manner from any other moneys (except to the extent required by law) and
Trustee shall be under no liability for interest on any moneys received by him hereunder.
	 
	10.4	 	Successor Trustees. Trustee may resign by the giving of notice of such resignation
in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in
the execution of this trust, or shall fail or refuse to execute the same when requested by
Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute
trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint
a substitute trustee and, if preferred, several substitute trustees in succession who shall
succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee.
Such appointment may be executed by any authorized agent of Beneficiary, and if such
Beneficiary be a corporation and such appointment be executed in its behalf by any officer of
such corporation, such appointment shall be conclusively presumed to be executed with
authority and shall be valid and sufficient without proof of any action by the Board of
Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms
any and all acts which the aforenamed Trustee, or his successor or successors in this trust,
shall do lawfully by virtue hereof.
	 
	10.5	 	Perfection of Appointment. Should any deed, conveyance or instrument of any nature
be required from Grantor by any successor Trustee to more fully and certainly vest in and
confirm to such new Trustee such estates, rights, powers and duties, then, upon request by
such Trustee, any and all such deeds, conveyances and instruments shall be made, executed,
acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
	 
	10.6	 	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions
hereof shall, without any further act, deed or conveyance, become vested with all the estates,
properties, rights, powers and trusts of its or his predecessor in the rights hereunder with
like effect as if originally named as Trustee herein; but nevertheless, upon the written
request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute
and deliver an instrument transferring to such successor Trustee, upon the trusts herein
expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to
act, and shall duly assign, transfer and deliver any of the property and moneys held by such
Trustee to the successor Trustee so appointed in its or his place.
	 
	10.7	 	No Representation by Trustee. By accepting or approving anything required to be
observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the




18









 






	 	 	Security Documents, including but not limited to, any officer’s certificate, balance sheet,
statement of profit and loss or other financial statement, survey, appraisal or insurance
policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or
affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any
term, provision or condition thereof, and such acceptance or approval thereof shall not be
or constitute any warranty, consent or affirmation with respect thereto by Trustee or
Beneficiary.





ARTICLE 11




MISCELLANEOUS





	11.1	 	Performance at Grantor’s Expense. The cost and expense of performing or complying
with any and all of the Obligations shall be borne solely by Grantor and/or the other
Partnership Entities to the extent provided in the Pipelines Agreement.
	 
	11.2	 	Survival of Obligations. Each and all of the Obligations shall survive the execution
and delivery of the Security Documents and shall continue in full force and effect until the
Obligations have been performed and discharged in full.
	 
	11.3	 	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will
execute, acknowledge, deliver and record and/or file such further instruments and do such
further acts as may be necessary, desirable or proper to carry out more effectively the
purpose of the Security Documents and to subject to the liens and security interests thereof
any property intended by the terms thereof to be covered thereby, including specifically but
without limitation, any renewals, additions, substitutions, replacements, betterments or
appurtenances to the then Mortgaged Property.
	 
	11.4	 	Recording and Filing. Grantor will cause the Security Documents and all amendments
and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and
refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request,
and will pay all such recording, filing, re-recording and refiling taxes, fees and other
charges.
	 
	11.5	 	Notices. All notices or other communications required or permitted to be given
pursuant to this Deed of Trust shall be in writing and shall be considered as properly given
if mailed by first-class United States mail, postage prepaid, registered or certified with
return receipt requested, or by delivering same in person to the intended addressee or by
prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice
given in any other manner shall be effective only if and when received by the addressee. For
purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section
1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either
party shall have the right to change its address for notice hereunder to any other location
within the continental United States by the giving of thirty (30) days’ notice to the other
party in the manner set forth hereinabove.




19









 












	11.6	 	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by
Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms,
provisions or conditions of the Security Documents shall not be deemed to be a waiver of same
or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have
the right at any time or times thereafter to insist upon strict performance by Grantor of any
and all of such terms, provisions and conditions.
	 
	11.7	 	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or
neglect to make any payment or perform any act required by the Security Documents (after
giving effect to any applicable notice and cure period), then at any time thereafter, and
without further notice to or demand upon Grantor and without waiving or releasing any other
right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not
be obligated to) make such payment or perform such act for the account of and at the expense
of Grantor, and shall have the right to enter upon or in the Real Property for such purpose
and to take all such action thereon and with respect to the Mortgaged Property as it may deem
necessary or appropriate but in any case subject to the rights of any Lienholder arising under
or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary
shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property,
Beneficiary may do so in reliance on any bill, statement or assessment procured from the
appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or
validity thereof. Similarly, in making any payments to protect the security intended to be
created by the Security Documents, Beneficiary shall not be bound to inquire into the validity
of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making
an advance for the purpose of preventing or removing the same. Grantor shall indemnify
Beneficiary for all losses, expenses, damage, claims and causes of action, including
reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by
Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other
provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section
11.7 and all other sums expended by Beneficiary to which it shall be entitled to be
indemnified, together with interest thereon at the maximum rate allowed by law from the date
of such payment or expenditure, shall be secured by the Security Documents and shall be paid
by Grantor to Beneficiary upon demand.
	 
	11.8	 	Covenants Running with the Land. All Obligations contained in the Security Documents
are intended by the parties to be, and shall be construed as, covenants running with the
Mortgaged Property.
	 
	11.9	 	Successors and Assigns. All of the terms of the Security Documents shall apply to,
be binding upon and inure to the benefit of the parties thereto, their successors and assigns,
and all other Persons claiming by, through or under them.
	 
	11.10	 	Severability. The Security Documents are intended to be performed in accordance
with, and only to the extent permitted by, all applicable Legal Requirements. If any
provision of any of the Security Documents or the application thereof to any Person or
circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the
remainder of the instrument in which such provision is contained nor the application




20









 






	 	 	of such provision to other Persons or circumstances nor the other instruments referred to
hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent
permitted by law.






	11.11	 	Entire Agreement and Modification. The Security Documents contain the entire
agreements between the parties relating to the subject matter hereof and thereof and all prior
agreements relative thereto which are not contained herein or therein are terminated.
Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof,
Beneficiary hereby acknowledge and agree that in the event that any of the terms or provisions
of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the
terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The
Security Documents may not be amended, revised, waived, discharged, released or terminated
orally but only by a written instrument or instruments (a) executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or termination is asserted,
and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver,
discharge, release or termination would be materially adverse to the rights of any such
Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which
is not so documented shall not be effective as to any party.
	 
	11.12	 	Counterparts. This Deed of Trust may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute but one
instrument.






	11.13	 	Applicable Law. This Deed of Trust shall be construed and enforced in accordance
with and governed by the laws of the State of Texas and the laws of the United States of
America, except that to the extent that the law of the state in which a portion of the
Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged
Property) necessarily or appropriately governs with respect to procedural and substantive
matters relating to the creation, perfection and enforcement of the liens, security interests
and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted
herein, the laws of such state shall apply as to that portion of the Mortgaged Property
located in (or otherwise subject to the laws of) such state.
	 
	11.14	 	No Partnership. Nothing contained in the Security Documents is intended to, or
shall be construed as, creating to any extent and in any manner whatsoever, any partnership,
joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make
Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and
any inferences to the contrary are hereby expressly negated.
	 
	11.15	 	Headings. The Article, Section and Subsection entitlements hereof are inserted for
convenience of reference only and shall in no way alter, modify or define, or be used in
construing, the text of such Articles, Sections or Subsections.
	 
	11.16	 	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent
that it may lawfully do so, that it will not at any time insist upon or plead or in any way
take advantage of any appraisement, valuation, stay, marshalling of assets, extension,
redemption or moratorium law now or hereafter in force and effect so as to prevent or




21









 






	 	 	hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured
hereby, or any agreement between Grantor and Beneficiary or any rights or remedies
Beneficiary may have thereunder, hereunder or by law.






	11.17	 	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or
other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien
or security interest created by this Deed of Trust, except to the extent provided in Section
9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer,
Beneficiary may (a) require the express assumption of the Obligations by the transferee (with
or without the release of Grantor from liability in respect thereof), and (b) require the
execution of an assumption agreement, modification agreements, supplemental security documents
and financing statements satisfactory in form and substance to Beneficiary.
	 
	11.18	 	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from
time to time, upon the request of the other party, a certificate regarding the status of the
Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a)
that the Pipelines Agreement is in full force and effect, (b) the date through which payments
have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d)
the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s
actual knowledge without investigation, no default, or state of facts which with the passage
of time or notice (or both) would constitute a default, exists under the Pipelines Agreement,
(f) to such party’s actual knowledge without investigation, no setoffs, recoupments,
estoppels, claims or counterclaims exist against the other party under the Pipelines
Agreement, and (g) such other factual matters as may be reasonably requested.
	 
	11.19	 	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the
time of execution hereof. Grantor acknowledges that, except as incorporated in writing in
this Deed of Trust, there are not, and were not, and no persons are or were authorized to make
any representations, understandings, stipulations, agreements or promises, oral or written,
with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.





[SIGNATURE PAGE TO FOLLOW]




22









 





     WITNESS THE EXECUTION HEREOF as of the date first above written.



	 	 	 	 	 
	 	HEP PIPELINE, L.L.C.

 	 
	 	By:   	HOLLY ENERGY PARTNERS — 

OPERATING, L.P., its Sole Member	 
	 
	 	 	 
	 	By:  	/s/
David G. Blair
 	 
	 	 	David G. Blair, 	 
	 	 	Senior Vice President 	 
	 



			
	EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:
	 	71-0968296
	 	 	 
	ORGANIZATIONAL NUMBER OF GRANTOR:
	 	3814278






[Signature Page]





 









 








	 	 	 	 	 
	THE STATE OF TEXAS

	 	§
	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






     This
instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior
Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole
member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited
liability company and limited partnership.



	 	 	 
	 
	 	 
	 

	 	/s/
Julie H. Cooper
	 

	 	Notary Public, State of Texas






My Commission Expires:





	 	 	 	 	 
	4-8-2009 

	 	 	 	 








[Acknowledgment Page]





 











 





EXHIBIT A




PIPELINE FEE LAND




	 	 	 
	Lovington Crude Oil Pipeline Tankage
	 	Gaines County, Texas






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Document	 	Document	 	Recording	 	Book /
	State	 	County	 	Original Grantor	 	Original Grantee	 	Type	 	Date	 	Date	 	Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Russell Station
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	ARCO Pipe Line

Company
	 	Navajo Pipeline Company
	 	Fee (SWD)
	 	1/31/2000
	 	4/28/2000
	 	701 / 459
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Riley Station
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	ARCO Pipe Line

Company
	 	Navajo Pipeline Company
	 	Fee (SWD)
	 	1/31/2000
	 	4/28/2000
	 	701 / 463






A-1









 






EXHIBIT B




PIPELINE LEASES





	•	 	Surface Sublease dated February 28, 1992, originally between ARCO Pipe
Line Company and Koch Gathering Systems, Inc. (as the same may from
time to time be amended, modified, supplemented, extended, renewed,
restated, or replaced) covering a 150’ X 135’ tract of land in the
South Half of Section 251, Block G, Patent No. 18, Script No. 109,
Gaines County, Texas. The Subleased area is part of the land
described in the Lease granted by Magnolia Petroleum Company and The
Atlantic Refining Company to Atlantic Pipe Line Company on March 8,
1940. Said Lease is recorded in Volume 26, Page 52 of the O&GL
Records of Gaines County, Texas.
	 
	•	 	Partial Assignment and Sublease Agreement dated June 17, 1998,
originally between ARCO Pipe Line Company and Phillips Petroleum
Company (as the same may from time to time be amended, modified,
supplemented, extended, renewed, restated, or replaced), which
instrument is described and referred to in that certain memorandum of
lease recorded in Volume 660, Page 547 of the Official Public Records
of Gaines County, Texas




B-1









 











EXHIBIT C




PIPELINE EASEMENTS




	 	 	 
	Lovington Delivery System:
	 	Gaines County, Texas






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Document	 	Document	 	Recording	 	 
	State	 	County	 	Original Grantor	 	Grantee	 	Type	 	Date	 	Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Russell to Lovington Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Higg Ranch Inc.,
Phil Stroud
President
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	11/23/2005
	 	2/16/2006
	 	20060753
(doc.#)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Commissioners Court
of Gaines County,
Texas
	 	Navajo Pipeline Co., L.P.
	 	Permit
	 	1/23/2006	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gerald Smith
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	12/8/2005
	 	2/16/2006
	 	20060752
(doc.#)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Russell to Hobbs Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	E. H. Jones
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/9/1939
	 	10/6/1939
	 	57 / 286
Sec. 453 only
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	B. M. Cox and wife
Opal G. Cox
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/16/1939
	 	10/6/1939
	 	57 / 291
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Higg Ranch, Inc.
	 	ARCO Pipe Line Company
	 	ROW
	 	2/1/1993
	 	6/17/1993
	 	585 / 784
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	J. D. Browne and
wife Viola Browne
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/10/1939
	 	10/6/1939
	 	57 / 302
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	B. M. Ancell and
wife Olive Ancell
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/11/1939
	 	10/9/1939
	 	57 / 305
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Anna May Lane, Admx.
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/20/1939
	 	10/6/1939
	 	57 / 304
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Iona Davis, and
Husband Dewey Davis
	 	American Liberty Pipe

Line Company
	 	ROW
	 	4/11/1939
	 	10/6/1939
	 	57 / 300
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	William G. Spears
and Jaynette B.
Spears
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	1/13/2004
	 	1/16/2004
	 	791 / 547
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	D. G. Chiles
	 	Atlantic Pipe Line Company
	 	Cathodic Easement
	 	11/20/1970
	 	12/11/1970
	 	326 / 547






C-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Document	 	Document	 	Recording	 	 
	State	 	County	 	Original Grantor	 	Grantee	 	Type	 	Date	 	Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gaines County
	 	 	 	 	 	 	 	 	 	F.M. 3308
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Mrs. Cora West, and
husband, W. H. West
	 	American Liberty Pipe

Line Company
	 	ROW
	 	4/11/1939
	 	10/7/1939
	 	57 / 308
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	W. E. Fairman and
Mrs. Jennie Trent
Dew, a widow
	 	American Liberty Pipe

Line Company
	 	ROW
	 	4/4/1939
	 	10/7/1939
	 	57 / 307
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gaines to Hobbs
Segment 6”

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Pedro Gomez

Maria Gomez
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	6/9/2004
	 	5/6/2005
	 	Doc. #
2005-1743
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gary M. Schubert
Marcia J. Schubert
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	3/23/2004
	 	5/6/2004
	 	No. 2007-3711






	 	 	 
	Crude Gathering Lines (steel)
	 	Gaines County, Texas






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Document	 	Document	 	Recording	 	 
	State	 	County	 	Original Grantor	 	Grantee	 	Type	 	Date	 	Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wood Station to Russell Station Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Cecil M.
Higginbotham, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/28/1953
	 	11/25/1953
	 	130 / 31
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	William H. Pierson,
et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/5/1953
	 	11/25/1953
	 	130 / 68
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	S.W. Vestal
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/25/1953
	 	11/25/1953
	 	130 / 66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Fred S. Barrett
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/28/1953
	 	11/25/1953
	 	130 / 71
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Texas State Highway

Department
	 	Atlantic Pipe Line

Company
	 	Permit
	 	4/22/1954
	 	—
	 	Control No. 1836
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	McCarthey Land Co.
	 	ARCO Pipe Line

Company
	 	Gate Valve Contract
	 	11/17/1982
	 	12/6/1982
	 	281 / 800
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	R. Whitaker
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/25/1953
	 	11/25/1953
	 	130 / 73
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	I.O. Hughlett
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/22/1961
	 	9/6/1961
	 	214 / 652






C-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Document	 	Document	 	Recording	 	 
	State	 	County	 	Original Grantor	 	Grantee	 	Type	 	Date	 	Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	J.J. Belew and
R.O. Belew, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/1/1953
	 	11/25/1953
	 	130 / 75
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Helen Murray, and
her Husband, R.J.
Murray (1/2 int.)
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/8/1953
	 	11/25/1953
	 	130 / 79
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Ester Cooper Cannon
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/18/1953
	 	11/25/1953
	 	130 / 77
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Thomas R. Coffee,
and wife, Nancy
Coffee
	 	ARCO Pipe Line

Company
	 	ROW
	 	4/23/1974
	 	4/29/1974
	 	358 / 1003
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	C.E. Smith, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	10/10/1953
	 	11/25/1953
	 	130 / 81
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	W.J. McMurry
	 	Atlantic Pipe Line

Company
	 	ROW
	 	10/1/1953
	 	11/25/1953
	 	130 / 84
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gaines County
	 	Atlantic Pipe Line

Company
	 	Permit
	 	5/7/1954
	 	—
	 	Stations
541 + 19
and
447 + 40
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	J.C. Williamson and
wife, Janette Maxine
Williamson
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/30/1953
	 	11/25/1953
	 	130 / 86(85)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	H.R. Cope
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/26/1953
	 	11/25/1953
	 	130 / 88
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gus O. Birdwell
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/4/1953
	 	11/25/1953
	 	130 / 90
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Roscoe Robinson
	 	ARCO Pipe Line

Company
	 	ROW
	 	9/25/1982
	 	12/6/1982
	 	281 / 803
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Ralph S. Bolen
	 	Atlantic Pipe Line

Company
	 	ROW
	 	2/23/1955
	 	3/21/1955
	 	143 / 467
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Wayne S. Butler
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/8/1953
	 	11/25/1953
	 	130 / 92
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	S.R. Simpson
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/26/1953
	 	11/25/1953
	 	130 / 94
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Alvin Shambeck
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/27/1953
	 	11/25/1953
	 	130 / 96






C-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Document	 	Document	 	Recording	 	 
	State	 	County	 	Original Grantor	 	Grantee	 	Type	 	Date	 	Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Magnolia Petroleum
Company, and The
Atlantic Refining
Co.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/10/1953
	 	11/25/1953
	 	130 / 98
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Phillips Petroleum

Company
	 	Atlantic Pipe Line

Company
	 	ROW
	 	10/7/1953
	 	11/25/1953
	 	130 / 101
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Riley Station to Russell Station Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	James B. Riley
Robert J. Riley
	 	American Liberty

Pipe Line company
	 	ROW/Station

Site
	 	3/6/1940
	 	12/4/1940
	 	60 / 507
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Florence Matthews,

a Feme Sole
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/27/1939
	 	10/6/1939
	 	57 / 289
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	E.H. Jones
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/9/1939
	 	10/6/1939
	 	57 / 286
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	G.M. Cox and Wife,
Opal G. Cox, et al.
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/16/1939
	 	10/6/1939
	 	57 / 291
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Higg Ranch, Inc.
	 	ARCO Pipe Line

Company
	 	ROW
	 	2/1/1993
	 	6/17/1993
	 	585 / 784
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Baumgart Station to Riley Station Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Occidental Permian

LPT
	 	Navajo Pipeline

Company
	 	ROW
	 	8/1/2005
	 	8/11/2005
	 	Doc. No.
2005-2982
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Texas Department of
Transportation
(TxDOT)
	 	Navajo Pipeline

Company
	 	Permit
	 	9/8/2005
	 	—
	 	Station
252 + 29
RW-09G05151; F.M. 2055
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Continental Oil

Company
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/15/1939
	 	10/6/1939
	 	57 / 294
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Amon G. Carter
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/11/1939
	 	10/9/1939
	 	57 / 287
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Harris/George, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	7/14/1965
	 	8/30/1965
	 	260 / 467






C-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Document	 	Document	 	Recording	 	 
	State	 	County	 	Original Grantor	 	Grantee	 	Type	 	Date	 	Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	George Baumgart
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/7/1940
	 	2/6/1950
	 	102 / 342







C-5











 





EXHIBIT D




PIPELINE IMPROVEMENTS





	•	 	A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;
	 
	•	 	A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;
	 
	•	 	A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;
	 
	•	 	Russell Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks
5101, 5102 and 5103, Gaines County, Texas;
	 
	•	 	Wood Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5301
and 5302, Gaines County, Texas;
	 
	•	 	Riley Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5001
and 5003, Gaines County, Texas;
	 
	•	 	A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.
	 
	•	 	Russell Station lease connection lines, Gaines County, Texas;
	 
	•	 	Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas.




D-1









 











EXHIBIT E




PIPELINE CONTRACTS



None.





E-1









 








EXHIBIT F




PIPELINE PERMITS



To the extent assignable, all permits, licenses, certificates, authorizations, registrations,
orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to
Grantor or its predecessors in interest pertaining solely to the ownership or operation of the
Pipelines.





F-1









 








EXHIBIT G




PIPELINES





	•	 	A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;
	 
	•	 	A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;
	 
	•	 	A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico
	 
	•	 	A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.
	 
	•	 	Russell Station lease connection lines, Gaines County, Texas;
	 
	•	 	Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas




G-1









 











ATTACHMENT 1




FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT




After recording, return to:

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201

Attention: Christopher J. Dewar




SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT




     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is
executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity
as administrative agent (or any assignee of or successor to such administrative agent) under the
Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below)
(“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).



RECITALS:




     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership
(“Operating”), the financial institutions party thereto from time to time (individually, a
“Financial Institution” and collectively, the “Financial Institutions”), the
Financial Institutions issuing letters of credit thereunder from time to time, if any
(individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the
Financial Institutions or any affiliate thereof that have entered into hedging arrangements with
Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty”
and collectively, the “Swap Counterparties” and, together with Administrative Agent, the
Financial Institutions and the Issuing Banks, being collectively referred to herein as the
“Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated
as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented,
replaced, modified and/or restated from time to time, the “Credit Agreement”).



     B. The Financial Institutions are the present owners and holders of certain promissory notes
dated February 25, 2008, executed by Operating and payable to the order of each such Financial
Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced,
modified, and/or restated from time to time and together with any additional notes issued under or
pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable
benefit of the Credit Parties, is the beneficiary of that certain Mortgage, Deed of Trust, Security
Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective
as of February 29, 2008 and that certain Leasehold Mortgage, Deed of Trust, Security Agreement,
Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of
February 29, 2008 (as heretofore and hereafter



Attachment 1-1









 







renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to
time, collectively, the “Senior Mortgages”), and the secured party under certain other
security agreements and documents entered into in connection with the Credit Agreement (as
heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or
restated from time to time, the “Security Instruments” and, together with the Credit
Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements
executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior
Loan Documents”).



     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured
Obligations (as defined in the Senior Mortgages), HEP Pipeline, L.L.C., a Delaware limited
liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware
limited partnership (“HEP”) granted a security interest and mortgage lien to or for the
benefit of Administrative Agent, covering the right, title and interest of Grantor in certain
property described in Exhibits A through G attached hereto (the “Property”).



     D. Holly is the current owner of certain rights and interests under and pursuant to the
provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008
by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining
Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a
Delaware limited liability company, HEP, Operating, Grantor and HEP Woods Cross, L.L.C., a Delaware
limited liability company (together with any amendments, restatements or modifications from time to
time made thereto, the “Pipelines Agreement”).



     E. Holly is the current beneficiary of certain liens and security interests in a portion of
the Property (the “Subordinated Liens”) under and pursuant to the provisions of that
certain Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the
“Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to
Christopher J. Dewar, Trustee, for the benefit of Holly, securing the Obligations (as defined in
the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage
being recorded (or to be recorded) in various counties in the State of Texas.



     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not,
pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i)
the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of
trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any
subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed,
extended, amended, supplemented, replaced, modified, and/or restated from time to time, a
“Future Senior Mortgage”) that secures debt and obligations of, and other extensions of
credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the
Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and
Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage
shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions
hereinafter set forth.



Attachment 1-2









 





AGREEMENTS:




     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent
and Holly hereby covenant and agree as follows:



     1. Subordination of Holly Mortgage.



          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of
Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly
Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times
continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and
any Future Senior Mortgage and to the liens and security interests thereof and to all amendments,
modifications, and replacements thereof, with the same force and effect as if the Senior Loan
Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded
prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not
intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under
the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement
or any claims, remedies or damages that may be due or available to, or become due or available to,
Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed
of trust, assignment, security agreement, financing statement or other security document, other
than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage.
Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership
Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the
obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute
and unconditional, to perform the HEP Obligations in accordance with their terms.



          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby
acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that
(i) in the event that any of the terms or provisions of this Agreement conflict with any terms or
provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and
control for all purposes; and (ii) without the written prior consent of the Administrative Agent or
the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior
Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property)
will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such
amendment, revision, supplement, replacement, restatement or other modification would be materially
adverse to the rights of any Senior Beneficiary.



     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3
and Section 4 hereof:



          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments
to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations
secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder
have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not
(i) commence any foreclosure (whether a judicial foreclosure or non-



Attachment 1-3









 







judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of
foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or
(iv) take any Enforcement Action.



          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:



               (i) it will not take or cause to be taken any action, the purpose or effect of which is to
make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or
priority relative to, the liens and security interests with respect to the Senior Secured
Obligations;



               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by
judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as
herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other
disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning
herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken
by or on behalf of any of the Senior Beneficiaries;



               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right,
remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or
any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior
Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to
the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any
such right is exercised or not exercised (or, to the extent they may have any such right described
in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive
such right);



               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency
Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages
from or other relief by way of specific performance, instructions or otherwise, with respect to,
and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by
any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior
Loan Documents or any Future Senior Mortgage; and



               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all
proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency
Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.



          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not,
in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any
position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in
each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect
to, this Agreement, including, without limitation, with respect to the determination of any liens
or claims held by any of the Senior Beneficiaries (including the validity and enforceability
thereof) or the value of any claims of such parties under the United States Bankruptcy Code or
otherwise; provided that Holly may file a proof of claim in an Insolvency



Attachment 1-4









 







Proceeding, subject to the limitations contained in this Agreement and only if consistent with
the terms and the limitations imposed hereby; provided further, that if no proof of
claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day
prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty
or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing
shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency
proceeding.



          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency
Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior
Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with
respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the
occurrence and during the continuance of a default or an event of default under the Senior Loan
Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any
Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in
such order and manner as they may determine in their sole discretion.



          (e) To the extent required, Holly hereby consents to the liens and security interests created
by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest,
or support any other person or entity in contesting or objecting to, in any proceeding (including
without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or
enforceability of any lien or security interest in the Mortgaged Property granted in favor of any
of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or
Holly or their respective representatives to perfect their liens in the Mortgaged Property or any
avoidance, invalidation or subordination by any third party or court of competent jurisdiction of
the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly,
the priority and rights as between any of the Senior Beneficiaries and Holly and its
representatives with respect to the Mortgaged Property shall be as set forth herein.



     As used in this Section 2, the following terms shall have the following meanings:



     “Enforcement Action” means any demand for payment or acceleration thereof, the
bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or
indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or
security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any
offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged
Property, any notice to account debtors on any Mortgaged Property or the commencement or
prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or
applicable law, including without limitation the exercise of any rights of set-off or recoupment,
and the exercise of any rights or remedies of a secured creditor under the uniform commercial code
of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to
time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under
the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall
constitute an Enforcement Action.



Attachment 1-5









 





     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency,
winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the
foregoing events whether under the United States Bankruptcy Code, as amended from time to time or
any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or
similar law.



     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any
other Credit Party or any other person (Administrative Agent, any other Credit Party or such other
person being herein called a “Purchaser”) shall become the owner of any part of the
Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure)
of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise
(any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines
Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly
Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect
upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound
by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage;
provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless
of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or
Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage”
for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or
seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by
any Foreclosure Event.



     4. Pipelines Agreement. Administrative Agent recognizes and confirms that the
Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be
restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior
Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests
thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a)
prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so
long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the
Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines
Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the
Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s
liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under
the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines
Agreement without the prior written consent of the Majority Banks (as defined in the Credit
Agreement); provided, that, such amendments, modifications or supplements may be made without the
consent of the Majority Banks if such amendments, modifications or supplements (i) individually or
in the aggregate, are not materially adverse to the rights of the Administrative Agent or the
Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the
economic benefit that Operating would have otherwise received pursuant to such agreement.
Administrative Agent, both for itself and for any Purchaser, further agrees that upon any
Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall
Holly’s right to ship or store petroleum products through the pipelines or in the terminals,
respectively, constituting a portion of the Property in accordance with the provisions of the
Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or
disturbed because of the Foreclosure



Attachment 1-6









 







Event, but rather the Pipelines Agreement shall continue in full force and effect as direct
obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set
forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or
seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected
by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement
is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by
Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with
tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement)
and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on
the date on which Purchaser acquired title to any portion of the Property. The immediately
preceding sentence shall be deemed to be a covenant running with the land and shall be binding on
any person or entity that acquires title to all or party of the Property by, through or under a
Senior Mortgage.



     5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any
Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment,
and the Purchaser and Holly shall be bound to each other under all of the terms, provisions,
covenants and conditions of the Pipelines Agreement; provided, that, except for
Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser
be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor
or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the
Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual
ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be
self-operative and effective without the necessity of execution of any new document on the part of
any party hereto or the respective heirs, legal representatives, successors or assigns of any such
party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument
or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to
evidence such attornment.



     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon
the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines
Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the
Pipelines Agreement is in full force and effect, (b) the date through which payments have been
paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of
any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without
investigation, no default, or state of facts which with the passage of time or notice (or both)
would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge
without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against
HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines
Agreement, and (g) such other factual matters as may be reasonably requested.



     7. [Intentionally Omitted].



     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices
from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.



Attachment 1-7









 





     9. Notices. All notices, consents and other communications pursuant to the provisions
of this Agreement shall be in writing and shall be sent by (a) registered or certified mail,
postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or
(c) telecopier, addressed as follows:



	 	 	 	 	 
	If to Administrative Agent:

	 	Union Bank of California, N.A.
	 	 
	 

	 	445 South Figueroa Street, 15th Floor	 	 
	 

	 	Los Angeles, California 90071	 	 
	 

	 	Attention: Sean Murphy	 	 
	 

	 	Telecopy: (213) 236-6823	 	 
	 
	 	 	 	 
	If to Holly:

	 	Holly Corporation	 	 
	 

	 	100 Crescent Court, Suite 1600	 	 
	 

	 	Dallas, Texas 75201-6927	 	 
	 

	 	Attention: General Counsel	 	 
	 

	 	Telecopy: (214) 871-3523	 	 





Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be
deemed given and received on the third Business Day (hereinafter defined) after being deposited in
the United States mail, notice sent by nationally recognized overnight delivery service shall be
deemed given in conformity with this paragraph and received on the first Business Day after being
deposited with such delivery service, and notice given by telecopier shall be deemed given and
received upon actual receipt if received during the recipient’s normal business hours or at the
beginning of the recipient’s next Business Day after receipt if not received during the recipient’s
normal business hours. Each party may designate a change of address by notice to the other party.
“Business Day” means a day upon which commercial banks are not authorized or required by
law to close in Dallas, Texas.




     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly
and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their
respective successors and assigns. Grantor has assigned to Administrative Agent its rights
hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to
Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment.
The parties agree that any person that shall become the owner of any of the rights of Grantor
hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by
reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including,
without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of
foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership
Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and
(b) be bound by and subject to all of the terms, provisions, covenants and conditions of this
Agreement.



     11. General Definitions. The term “Administrative Agent” as used herein shall
include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall
include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or
include Administrative Agent. The term “Property” as used herein shall mean the Property,
the improvements now or hereafter located thereon and the estates therein encumbered



Attachment 1-8









 







by the Senior Mortgages. The term “Holly” as used herein shall include the successors
and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any
Holly Successor.



     12. Modifications. This Agreement may not be modified in any manner or terminated
except by an instrument in writing executed by the parties hereto.



     13. Governing Law. This Agreement shall be governed by and construed under the laws
of the State in which the Property is located.



     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number
of duplicate originals and each duplicate original shall be deemed to be an original. This
Agreement may be executed in several counterparts, each of which counterparts shall be deemed an
original instrument and all of such together shall constitute a single Agreement.



     15. Further Assurances. Without unreasonable delay and to the extent requested by
HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new
Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate
the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness
under the Credit Agreement.



[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




Attachment 1-9









 








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



	 	 	 	 	 
	ADMINISTRATIVE AGENT:       	UNION BANK OF CALIFORNIA, N.A., as
 Administrative
Agent
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	HOLLY:                      	HOLLY CORPORATION

 	 
	 	By:  	 	 
	 	 	Bruce R. Shaw 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 



Attachment 1-10









 






	 	 	 	 	 



GRANTOR’S CONSENT





     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment
Agreement and, without limitation, agrees to the provisions of Section 1 thereof.



	 	 	 	 	 
	 	HEP PIPELINE, L.L.C.

 	 
	 	By:  	HOLLY ENERGY PARTNERS  —  	 
	 	 	OPERATING, L.P., its Sole Member 	 
	 	 	 
	 	By:  	
 	 
	 	 	David G. Blair, 	 
	 	 	Senior Vice President 	 



Attachment 1-11









 






	 	 	 	 	 



	 	 	 
	THE STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by            
                                                 ,
                                         of Union Bank of California, N.A., a national banking association, as
Administrative Agent, on behalf of such banking association.



	 	 	 
	 
My Commission Expires
	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Notary Public in and for the State of Texas
	 
	 	 
	 

	 	 
Printed Name of Notary






Attachment 1-12









 






	 	 	 
	THE STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by Bruce R. Shaw, Senior
Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf
of such corporation.



	 	 	 
	 

My Commission Expires
	 	 
	 
	 	 
	 
	 	 
	 

	 	 

Notary Public in and for the State of Texas
	 
	 	 
	 

	 	 

Printed Name of Notary






Attachment 1-13









 






	 	 	 
	THE STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     This instrument was acknowledged before me on                                         , 2008, by David G. Blair, Senior
Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole
member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited
liability company and limited partnership.



	 	 	 
	 

My Commission Expires
	 	 
	 
	 	 
	 
	 	 
	 

	 	 

Notary Public in and for the State of Texas
	 
	 	 
	 

	 	 

Printed Name of Notary







Attachment 1-14











 





EXHIBIT A




PIPELINE FEE LAND




	 	 	 
	Lovington Crude Oil Pipeline Tankage
	 	Gaines County, Texas






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Russell Station

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	ARCO Pipe Line

Company
	 	Navajo Pipeline Company
	 	Fee (SWD)
	 	1/31/2000
	 	4/28/2000
	 	701 / 459
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Riley Station

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	ARCO Pipe Line

Company
	 	Navajo Pipeline Company
	 	Fee (SWD)
	 	1/31/2000
	 	4/28/2000
	 	701 / 463






Attachment 1-15









 






EXHIBIT B




PIPELINE LEASES





	•	 	Surface Sublease dated February 28, 1992, originally between ARCO Pipe
Line Company and Koch Gathering Systems, Inc. (as the same may from
time to time be amended, modified, supplemented, extended, renewed,
restated, or replaced) covering a 150’ X 135’ tract of land in the
South Half of Section 251, Block G, Patent No. 18, Script No. 109,
Gaines County, Texas. The Subleased area is part of the land
described in the Lease granted by Magnolia Petroleum Company and The
Atlantic Refining Company to Atlantic Pipe Line Company on March 8,
1940. Said Lease is recorded in Volume 26, Page 52 of the O&GL
Records of Gaines County, Texas.
	 
	•	 	Partial Assignment and Sublease Agreement dated June 17, 1998,
originally between ARCO Pipe Line Company and Phillips Petroleum
Company (as the same may from time to time be amended, modified,
supplemented, extended, renewed, restated, or replaced), which
instrument is described and referred to in that certain memorandum of
lease recorded in Volume 660, Page 547 of the Official Public Records
of Gaines County, Texas




Attachment 1-16









 











EXHIBIT C




PIPELINE EASEMENTS




	 	 	 
	Lovington Delivery System:
	 	Gaines County, Texas






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Russell to Lovington Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Higg Ranch Inc.,
Phil Stroud
President
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	11/23/2005
	 	2/16/2006
	 	20060753
(doc.#)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Commissioners Court
of Gaines County,
Texas
	 	Navajo Pipeline Co., L.P.
	 	Permit
	 	1/23/2006	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gerald Smith
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	12/8/2005
	 	2/16/2006
	 	20060752
(doc.#)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Russell to Hobbs Segment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	E. H. Jones
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/9/1939
	 	10/6/1939
	 	57 / 286
Sec. 453 only
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	B. M. Cox and wife
Opal G. Cox
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/16/1939
	 	10/6/1939
	 	57 / 291
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Higg Ranch, Inc.
	 	ARCO Pipe Line Company
	 	ROW
	 	2/1/1993
	 	6/17/1993
	 	585 / 784
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	J. D. Browne and
wife Viola Browne
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/10/1939
	 	10/6/1939
	 	57 / 302
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	B. M. Ancell and
wife Olive Ancell
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/11/1939
	 	10/9/1939
	 	57 / 305
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Anna May Lane, Admx.
	 	American Liberty Pipe

Line Company
	 	ROW
	 	3/20/1939
	 	10/6/1939
	 	57 / 304
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Iona Davis, and
Husband Dewey Davis
	 	American Liberty Pipe

Line Company
	 	ROW
	 	4/11/1939
	 	10/6/1939
	 	57 / 300
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	William G. Spears
and Jaynette B.
Spears
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	1/13/2004
	 	1/16/2004
	 	791 / 547
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	D. G. Chiles
	 	Atlantic Pipe Line Company
	 	Cathodic Easement
	 	11/20/1970
	 	12/11/1970
	 	326 / 547






Attachment-1-17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	Texas

	 	Gaines
	 	Gaines County
	 	 
	 	 	 	 	 	 	 	F.M. 3308
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Mrs. Cora West, and
husband, W. H. West
	 	American Liberty Pipe

Line Company
	 	ROW
	 	4/11/1939
	 	10/7/1939
	 	57 / 308
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	W. E. Fairman and
Mrs. Jennie Trent
Dew, a widow
	 	American Liberty Pipe

Line Company
	 	ROW
	 	4/4/1939
	 	10/7/1939
	 	57 / 307
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Gaines to Hobbs Segment 6”
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Pedro Gomez

Maria Gomez
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	6/9/2004
	 	5/6/2005
	 	Doc. #
2005-1743
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gary M. Schubert
Marcia J. Schubert
	 	Navajo Pipeline Co. L.P.
	 	ROW
	 	3/23/2004
	 	5/6/2004
	 	No. 2007-3711






	 	 	 
	Crude Gathering Lines (steel)
	 	Gaines County, Texas






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wood Station to Russell Station Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Cecil M.
Higginbotham, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/28/1953
	 	11/25/1953
	 	130 / 31
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	William H. Pierson,
et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/5/1953
	 	11/25/1953
	 	130 / 68
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	S.W. Vestal
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/25/1953
	 	11/25/1953
	 	130 / 66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Fred S. Barrett
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/28/1953
	 	11/25/1953
	 	130 / 71
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Texas State Highway

Department
	 	Atlantic Pipe Line

Company
	 	Permit
	 	4/22/1954
	 	—
	 	Control No. 1836
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	McCarthey Land Co.
	 	ARCO Pipe Line

Company
	 	Gate Valve Contract
	 	11/17/1982
	 	12/6/1982
	 	281 / 800
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	R. Whitaker
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/25/1953
	 	11/25/1953
	 	130 / 73
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	I.O. Hughlett
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/22/1961
	 	9/6/1961
	 	214 / 652






Attachment 1-18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	J.J. Belew and
R.O. Belew, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/1/1953
	 	11/25/1953
	 	130 / 75
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Helen Murray, and
her Husband, R.J.
Murray (1/2 int.)
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/8/1953
	 	11/25/1953
	 	130 / 79
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Ester Cooper Cannon
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/18/1953
	 	11/25/1953
	 	130 / 77
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Thomas R. Coffee,
and wife, Nancy
Coffee
	 	ARCO Pipe Line

Company
	 	ROW
	 	4/23/1974
	 	4/29/1974
	 	358 / 1003
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	C.E. Smith, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	10/10/1953
	 	11/25/1953
	 	130 / 81
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	W.J. McMurry
	 	Atlantic Pipe Line

Company
	 	ROW
	 	10/1/1953
	 	11/25/1953
	 	130 / 84
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gaines County
	 	Atlantic Pipe Line

Company
	 	Permit
	 	5/7/1954
	 	—
	 	Stations
541 + 19
and
447 + 40
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	J.C. Williamson and
wife, Janette Maxine
Williamson
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/30/1953
	 	11/25/1953
	 	130 / 86(85)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	H.R. Cope
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/26/1953
	 	11/25/1953
	 	130 / 88
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Gus O. Birdwell
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/4/1953
	 	11/25/1953
	 	130 / 90
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Roscoe Robinson
	 	ARCO Pipe Line

Company
	 	ROW
	 	9/25/1982
	 	12/6/1982
	 	281 / 803
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Ralph S. Bolen
	 	Atlantic Pipe Line

Company
	 	ROW
	 	2/23/1955
	 	3/21/1955
	 	143 / 467
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Wayne S. Butler
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/8/1953
	 	11/25/1953
	 	130 / 92
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	S.R. Simpson
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/26/1953
	 	11/25/1953
	 	130 / 94
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Alvin Shambeck
	 	Atlantic Pipe Line

Company
	 	ROW
	 	8/27/1953
	 	11/25/1953
	 	130 / 96






Attachment 1-19









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	Texas

	 	Gaines
	 	Magnolia Petroleum
Company, and The
Atlantic Refining
Co.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	9/10/1953
	 	11/25/1953
	 	130 / 98
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Phillips Petroleum

Company
	 	Atlantic Pipe Line

Company
	 	ROW
	 	10/7/1953
	 	11/25/1953
	 	130 / 101
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Riley Station to Russell Station Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	James B. Riley

Robert J. Riley
	 	American Liberty

Pipe Line company
	 	ROW/Station

Site
	 	3/6/1940
	 	12/4/1940
	 	60 / 507
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Florence Matthews,

a Feme Sole
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/27/1939
	 	10/6/1939
	 	57 / 289
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	E.H. Jones
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/9/1939
	 	10/6/1939
	 	57 / 286
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	G.M. Cox and Wife,
Opal G. Cox, et al.
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/16/1939
	 	10/6/1939
	 	57 / 291
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Higg Ranch, Inc.
	 	ARCO Pipe Line

Company
	 	ROW
	 	2/1/1993
	 	6/17/1993
	 	585 / 784
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Baumgart Station to Riley Station Segment

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Occidental Permian

LPT
	 	Navajo Pipeline

Company
	 	ROW
	 	8/1/2005
	 	8/11/2005
	 	Doc. No.
2005-2982
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Texas Department of
Transportation
(TxDOT)
	 	Navajo Pipeline

Company
	 	Permit
	 	9/8/2005
	 	—
	 	Station
252 + 29
RW-09G05151;
F.M. 2055
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Continental Oil

Company
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/15/1939
	 	10/6/1939
	 	57 / 294
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Amon G. Carter
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/11/1939
	 	10/9/1939
	 	57 / 287
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas

	 	Gaines
	 	Harris/George, et al.
	 	Atlantic Pipe Line

Company
	 	ROW
	 	7/14/1965
	 	8/30/1965
	 	260 / 467






Attachment 1-20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	County	 	Original Grantor	 	Original Grantee	 	Document Type	 	Document Date	 	Recording Date	 	Book / Page
	 
	Texas

	 	Gaines
	 	George Baumgart
	 	American Liberty

Pipe Line Company
	 	ROW
	 	3/7/1940
	 	2/6/1950
	 	102 / 342






Attachment 1-21









 






EXHIBIT D




PIPELINE IMPROVEMENTS





	•	 	A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;
	 
	•	 	A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;
	 
	•	 	A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;
	 
	•	 	Russell Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks
5101, 5102 and 5103, Gaines County, Texas;
	 
	•	 	Wood Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5301
and 5302, Gaines County, Texas;
	 
	•	 	Riley Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5001
and 5003, Gaines County, Texas;
	 
	•	 	A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.
	 
	•	 	Russell Station lease connection lines, Gaines County, Texas;
	 
	•	 	Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas.




Attachment 1-22









 











EXHIBIT E




PIPELINE CONTRACTS



None.





Attachment 1-23









 








EXHIBIT F




PIPELINE PERMITS



To the extent assignable, all permits, licenses, certificates, authorizations, registrations,
orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to
Grantor or its predecessors in interest pertaining solely to the ownership or operation of the
Pipelines.





Attachment 1-24









 








EXHIBIT G




PIPELINES





	•	 	A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;
	 
	•	 	A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;
	 
	•	 	A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico
	 
	•	 	A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;
	 
	•	 	A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.
	 
	•	 	Russell Station lease connection lines, Gaines County, Texas;
	 
	•	 	Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas






Attachment 1-25