exv10w9






Exhibit 10.9


Execution Version




AMENDED AND RESTATED

REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT




     This Amended and Restated Refined Product Pipelines and Terminals Agreement is being entered
into on December 1, 2009, to be effective as of February 1, 2009 (this “Agreement”), by and
among Navajo Refining Company, L.L.C., a Delaware limited liability company (formerly Navajo
Refining Company, L.P.) (“Navajo Refining”), Holly Refining & Marketing Company — Woods
Cross, a Delaware corporation (formerly Holly Refining & Marketing Company) (“Holly Refining -
Woods Cross” and, together with Navajo Refining, the “Holly Entities”), Holly Energy
Partners—Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), HEP
Pipeline Assets, Limited Partnership, a Delaware limited partnership (“HEP Pipeline
Assets”), HEP Pipeline, L.L.C., a Delaware limited liability company (“HEP Pipeline”),
HEP Refining Assets, L.P., a Delaware limited partnership (“HEP Refining Assets”), HEP
Refining, L.L.C., a Delaware limited liability company (“HEP Refining”), HEP Mountain Home,
L.L.C., a Delaware limited liability company (“HEP Mountain Home”), and HEP Woods Cross,
L.L.C., a Delaware limited liability company (“HEP Woods Cross” and, together with the
Operating Partnership, HEP Pipeline Assets, HEP Pipeline, HEP Refining Assets, HEP Refining and HEP
Mountain Home, the “Partnership Entities”), and amends and restates in its entirety the
Pipelines and Terminals Agreement dated July 13, 2004 (as amended, the “Original Pipelines and
Terminals Agreement”), among Holly Corporation, a Delaware corporation (“Holly”),
Navajo Refining, Holly Refining — Woods Cross, Holly Energy Partners, L.P., a Delaware limited
partnership (the “Partnership”), the Operating Partnership, HEP Logistics Holdings, L.P., a
Delaware limited partnership (the “General Partner”), Holly Logistic Services, L.L.C., a
Delaware limited liability company (“Holly GP”), and HEP Logistics GP, L.L.C., a Delaware
limited liability company (“OLP GP”). Each of the Holly Entities and the Partnership
Entities are individually referred to herein as a “Party” and collectively as the
“Parties.”



RECITALS:




     WHEREAS, as of the date hereof, the Holly Entities and the Partnership Entities desire to
amend and restate the Original Pipelines and Terminals Agreement.



     NOW, THEREFORE, the Parties to this Agreement hereby amend and restate the Original Pipelines
and Terminals Agreement in its entirety as follows:



     Section 1. Definitions.



     Capitalized terms used throughout this Agreement and not otherwise defined herein shall have
the meanings set forth below.



     “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries controls, is controlled by or is under common control
with, the Person in question. Notwithstanding the foregoing, for purposes of this Agreement, the
Holly Entities, on the one hand, and the Partnership Entities, on the other hand, shall not be
considered affiliates of each other.



     “Agreement” has the meaning set forth in the preamble.



 









 





     “Applicable Law” means any applicable statute, law, regulation, ordinance, rule,
judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license,
agreement, requirement, or other governmental restriction or any similar form of decision of, or
any provision or condition of any permit, license or other operating authorization issued under any
of the foregoing by, or any determination by any Governmental Authority having or asserting
jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each
case as amended (including, without limitation, all of the terms and provisions of the common law
of such Governmental Authority), as interpreted and enforced at the time in question.



     “Arbitrable Dispute” means any and all disputes, Claims, controversies and other
matters in question between any of the Partnership Entities, on the one hand, and any of the Holly
Entities, on the other hand, arising out of or relating to this Agreement or the alleged breach
hereof, or in any way relating to the subject matter of this Agreement regardless of whether (a)
allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided
for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in
equity or otherwise.



     “bpd” means barrels per day.



     “Claim” means any existing or threatened future claim, demand, suit, action,
investigation, proceeding, governmental action or cause of action of any kind or character (in each
case, whether civil, criminal, investigative or administrative), known or unknown, under any
theory, including those based on theories of contract, tort, statutory liability, strict liability,
employer liability, premises liability, products liability, breach of warranty or malpractice.



     “Claimant” has the meaning set forth in Section 12(f).



     “Contract Quarter” means a three-month period that commences on July 1, October 1,
January 1, or April 1, and ends on September 30, December 31, March 31 or June 30, respectively,
except that the initial Contract Quarter commenced on July 13, 2004.



     “Contract Year” means a year that commences on July 1 and ends on the last day of
June, except that the initial Contract Year commenced on July 13, 2004.



     “Control” (including with correlative meaning, the term “controlled by”)
means, as used with respect to any Person, the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.



     “Damaged Party” has the meaning set forth in Section 11(b).



     “Deficiency Notice” has the meaning set forth in Section 9(a).



     “Deficiency Payment” has the meaning set forth in Section 9(a).



     “DRA” means drag reducing agents.



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     “El Paso Facility” has the meaning set forth in Exhibit H.



     “Force Majeure” means acts of God; strikes, lockouts or other industrial disturbances;
acts of the public enemy, wars, blockades, insurrections, civil disturbances, riots; storms,
floods, washouts; arrests, the emergency, disaster or crisis order of any Governmental Authority
having jurisdiction while the same is in force and effect; explosions, breakage, accident to
machinery, storage tanks or lines of pipe; inability to obtain or unavoidable delay in obtaining
material or equipment; and any other causes whether of the kind herein enumerated or otherwise not
reasonably within the control of the Party claiming suspension and which by the exercise of due
diligence such Party is unable to prevent or overcome. Notwithstanding anything in this Agreement
to the contrary, inability of a Party to make payments when due, be profitable or to secure funds,
arrange bank loans or other financing, obtain credit or have adequate capacity or production (other
than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.



     “General Partner” has the meaning set forth in the preamble.



     “Governmental Authority” means any federal, state, local or foreign government or any
provincial, departmental or other political subdivision thereof, or any entity, body or authority
exercising executive, legislative, judicial, regulatory, administrative or other governmental
functions or any court, department, commission, board, bureau, agency, instrumentality or
administrative body of any of the foregoing.



     “HEP Mountain Home” has the meaning set forth in the preamble.



     “HEP Pipeline” has the meaning set forth in the preamble.



     “HEP Pipeline Assets” has the meaning set forth in the preamble.



     “HEP Refining — Woods Cross” has the meaning set forth in the preamble.



     “HEP Refining Assets” has the meaning set forth in the preamble.



     “HEP Woods Cross” has the meaning set forth in the preamble.



     “Holly” has the meaning set forth in the preamble.



     “Holly Entities” has the meaning set forth in the preamble.



     “Holly GP” has the meaning set forth in the preamble.



     “Holly Refining — Woods Cross” has the meaning set forth in the preamble.



     “Limited Partner” has the meaning set forth in the Partnership Agreement.



     “Minimum Revenue Commitment” has the meaning set forth in Section 2(a)(i).



     “Monthly Average Base Volumes” means an average daily volume of 14,500 barrels per
day.



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     “Navajo Refinery” means the refining facilities owned by Navajo Refining in Artesia
and Lovington, New Mexico.



     “Navajo Refining” has the meaning set forth in the preamble.



     “OLP GP” has the meaning set forth in the preamble.



     “Omnibus Agreement” means the Second Amended and Restated Omnibus Agreement, dated as
of August 1, 2009, among Holly, the Partnership, and certain of their respective subsidiaries, as
amended from time-to-time.



     “Operating Partnership” has the meaning set forth in the preamble.



     “Original Pipelines and Terminals Agreement” has the meaning set forth in the
preamble.



     “Partnership” has the meaning set forth in the preamble.



     “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of Holly Energy Partners, L.P., dated July 13, 2004, as amended by Amendment No. 1 to
the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P.,
dated February 28, 2005, as amended by Amendment No. 2 to the First Amended and Restated Agreement
of Limited Partnership of Holly Energy Partners, L.P., dated July 6, 2005, as amended by Amendment
No. 3 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners,
L.P., dated April 11, 2008, as such agreement is in effect on the date of this Agreement. No
amendment or modification to the Partnership Agreement subsequent to the date of this Agreement
shall be given effect for the purposes of this Agreement unless consented to by each of the Parties
to this Agreement.



     “Partnership Entities” has the meaning set forth in the preamble.



     “Party” and “Parties” have the meanings set forth in the preamble.



     “Person” means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity.



     “PPI” has the meaning set forth in Section 2(a)(ii).



     “Prime Rate” means the prime rate per annum announced by Union Bank, N.A., or if Union
Bank, N.A. no longer announces a prime rate for any reason, the prime rate per annum announced by
the largest U.S. bank measured by deposits from time to time as its base rate on corporate loans,
automatically fluctuating upward or downward with each announcement of such prime rate.



     “Refined Products” means gasolines, diesel fuel, jet fuel, kerosene, heating oil,
distillates, transmix, liquefied petroleum gas, natural gas liquids and blend stocks.



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     “Refined Product Pipelines” means the pipelines described on Exhibit A
attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of
the Holly Entities and Partnership Entities.



     “Refined Product Terminals” means the terminals described on Exhibit B
attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of
the Holly Entities and Partnership Entities.



     “Refineries” means, collectively, the Navajo Refinery and the Woods Cross Refinery.



     “Refund” has the meaning set forth in Section 9(c).



     “Respondent” has the meaning set forth in Section 12(f).



     “Responsible Party” has the meaning set forth in Section 11(b).



     “South System” means the Partnership Entities’ two pipeline systems from Artesia, New
Mexico to El Paso, Texas, as such systems are described on Exhibit A. The two systems are
designated as the El Paso 6 Pipeline and the El Paso 8/12 Pipeline. The El Paso 6 Pipeline
consists of 156 miles of 6-inch pipeline originating at the Navajo Refining Artesia Refinery and
terminating at the Partnership’s El Paso Facility. The El Paso 6 Pipeline includes the Artesia,
Gissler and No. 1 pump stations. The El Paso 8/12 Pipeline consists of 197 miles of 12-inch
pipeline and 17 miles of 8-inch pipeline originating at the Navajo Refining Artesia Refinery and
terminating at the Partnership’s El Paso Facility. The El Paso 8/12 Pipeline system includes pump
stations at Artesia, Orla and Hueco.



     “South System Expansion” has the meaning set forth in Exhibit H.



     “South System Expansion Costs” has the meaning set forth in Exhibit H.



     “Term” has the meaning set forth in Section 6.



     “Woods Cross Refinery” means the refinery owned by Woods Cross Refining Company,
L.L.C. in Woods Cross, Utah.



     Section 2. Agreement to Use Services Relating to Pipelines and Terminals.



     This Agreement sets forth a commercial arrangement consistent with historical operational
practices between the Holly Entities and the predecessor to the Partnership as well as the
objectives of the Parties. The Parties intend to be strictly bound by the terms set forth in this
Agreement, which set forth the Minimum Revenue Commitment on the part of the Holly Entities and
require the Partnership Entities to provide certain transportation and terminalling services to the
Holly Entities. The principal objective of the Partnership Entities is for the Holly Entities to
meet or exceed the Minimum Revenue Commitment. The principal objective of the Holly Entities is
for the Partnership Entities to provide services to the Holly Entities in a manner that enables the
Holly Entities to operate their assets in a manner at least as favorably as the historical course
of dealing between the Parties when the Holly Entities were the principal user of the Refined
Product Pipelines and the Refined Product Terminals.



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     (a) Minimum Revenue Commitment. During the Term and subject to the terms and
conditions of this Agreement, the Holly Entities agree as follows:



          (i) Subject to Section 3, the Holly Entities will transport on the Refined Product
Pipelines and terminal in the Refined Product Terminals an amount of Refined Products in the
aggregate that will produce revenue to the Partnership Entities in an amount at least equal to
$8.85 million per Contract Quarter as such amount may be revised pursuant to Section
2(a)(ii) and Schedule I attached hereto (the “Minimum Revenue Commitment”).




          (ii) The Minimum Revenue Commitment shall be adjusted on the first day of each Contract Year
by an amount equal to the upper change in the annual change rounded to four decimal places of the
Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the
U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUSOP3000 as of December
31, 2007 — located at http://www.bls.gov/data/. The change factor shall be calculated as follows:
annual PPI index (most current year) less annual PPI index (most current year minus 1)
divided by annual PPI index (most current year minus 1). An example for year 2006 change
is: [PPI (2005) — PPI (2004)] / PPI (2004) or (155.7 — 148.5) / 148.5 or .0485 or 4.85%. If the
PPI index change is negative in a given year then the annual change will be deemed to be “zero.”
If the above index is no longer published, the Holly Entities and the Partnership Entities shall
negotiate in good faith to agree on a new index that gives comparable protection against inflation,
and the same method of adjustment for increases in the new index shall be used to calculate
increases in the Minimum Revenue Commitment. If the Holly Entities and the Partnership Entities
are unable to agree, a new index will be determined by binding arbitration in accordance with
Section 12(f), and the same method of adjustment for increases in the new index shall be
used to calculate increases in the Minimum Revenue Commitment. To evidence the Parties’ agreement
to each adjusted Minimum Revenue the Parties shall execute an amended, modified, revised or updated
Schedule I and attach it to this Agreement. Such amended, modified, revised or updated
Schedule I shall be sequentially numbered (e.g. Schedule I-1, Schedule I-2,
etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior
version of Schedule I in its entirety, except as specified therein.




          (iii) If the Holly Entities are unable for a period of time to transport on the Refined
Product Pipelines or terminal in the Refined Product Terminals the volumes of Refined Products
required to meet the Minimum Revenue Commitment as a result of the Partnership Entities’
operational difficulties, prorationing or difficulties with pipeline connections, then upon written
notice by the Holly Entities to the Partnership Entities (which notice shall be given reasonably
promptly after the occurrence of such difficulties or prorationing), the Minimum Revenue Commitment
will be reduced for such period of time by an amount equal to: (1) the volume of Refined Products
that the Holly Entities were unable to transport on the Refined Product Pipelines or terminal in
the Refined Product Terminals as a result of the Partnership Entities’ operational difficulties,
prorationing or difficulties with pipeline connections, multiplied by (2) the applicable tariffs
and terminal service fees. This Section 2(a)(iii) shall not apply in the event the
Partnership Entities give notice of a Force Majeure event in accordance with Section 3(b),
in which case the Holly Entities’ Minimum Revenue Commitment shall be suspended in accordance with
and as provided in Section 3(b).





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     (b) Tariffs and Terminal Service Fees. The service fees that the Holly Entities shall
pay to the Partnership Entities for terminalling the Refined Products in the Refined Product
Terminals under this Section 2 are set forth on the fee schedule attached hereto as
Exhibit C, as such exhibit may be amended from time-to-time in accordance with this
Agreement. The rules and regulations applicable to interstate and intrastate service on the
Refined Product Pipelines shall be as set forth in the rules and regulations tariffs attached
hereto as Exhibit D and Exhibit E, respectively, as such exhibits may be amended
from time-to-time in accordance with this Agreement. The tariff rates that the Holly Entities
shall pay to the Partnership Entities for interstate and intrastate service on the Refined Product
Pipelines shall be as set forth in the tariffs attached hereto as Exhibit F and Exhibit
G, respectively, as such exhibits may be amended from time-to-time in accordance with this
Agreement. The tariff rates shall be adjusted on the first day of each Contract Year by an amount
equal to the percentage change, if any, rounded to four decimal places of the PPI calculated in
accordance with the method set forth in Section 2(a)(ii); provided,
however, that if the PPI index change is negative in a given year, then the tariff rates
shall be decreased by an amount equal to such percentage change. If the PPI is no longer published,
the Holly Entities and the Partnership Entities shall negotiate in good faith to agree on a new
index that gives comparable protection against inflation or deflation, and the same method of
adjustment for increases or decreases in the new index shall be used to calculate increases or
decreases in the tariff rates. If the Holly Entities and the Partnership Entities are unable to
agree, a new index will be determined by binding arbitration in accordance with Section
12(f), and the same method of adjustment for increases or decreases in the new index shall be
used to calculate increases or decreases in the tariff rates. Notwithstanding that the Minimum
Revenue Commitment will be determined on a Contract Year basis, the applicable fees, tariff rates
and other charges provided for in this Agreement will become effective as of the date of this
Agreement, or in the case of the Refined Product Pipeline tariff rates, as soon thereafter as those
rates become effective. The Partnership Entities will use commercially reasonable efforts to
obtain the necessary regulatory approvals for the Refined Product Pipeline tariff rates set forth
in Exhibit F and Exhibit G to become effective on the date of this Agreement or as
soon as possible thereafter, or as soon as possible after any amendment or adjustment, as
applicable. To evidence the Parties’ agreement to each adjusted tariff rate, the Parties shall
execute an amended, modified, revised or updated Exhibit F and Exhibit G, as
applicable, and attach it to this Agreement. Such amended, modified, revised or updated
Exhibit F and Exhibit G, as applicable, shall be sequentially numbered (e.g.
Exhibit F-1, Exhibit F-2, etc.), dated and appended as an additional exhibit to
this Agreement and shall replace the prior version of Exhibit F and Exhibit G, as
applicable, in its entirety, except as specified therein.



     (c) Obligations of the Partnership Entities. During the Term and subject to the terms
and conditions of this Agreement, including Section 12(c), the Partnership Entities agree
to own or lease, operate and maintain the assets necessary to accept the deliveries from the Holly
Entities and to provide the services required under this Agreement. Notwithstanding the preceding
sentence, subject to Section 12(c) of this Agreement and Article V of the Omnibus
Agreement, the Partnership Entities are free to sell any of their assets, including assets that
provide services under this Agreement, and the Partnership or any Partnership Entity is free to
merge with another entity (whether or not the Partnership or the Partnership Entity is the
surviving entity in such merger) and is free to sell all of its assets or all of its equity to
another entity at any time. At the request of the Holly Entities, and subject in each case to any
applicable common carrier proration duties, the Partnership Entities agree to use commercially
reasonable



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efforts to transport by pipeline for the Holly Entities each month during the Term (i)
up to 49,500 bpd of gasoline and 26,500 bpd of diesel fuel on the South System after the South
System Expansion and (ii) up to 40,000 bpd of Refined Products from Artesia to Moriarty or Artesia
to Bloomfield on the Partnership Entities’ Artesia to Moriarty and Artesia to Bloomfield Refined
Product Pipeline. The Partnership Entities agree to provide terminalling services for all Holly
Entities volumes of Refined Products transported to the Refined Product Terminals. To the extent
that the Holly Entities are entitled to an exception under Section 3 to its obligations
under Section 2(a), the corresponding obligations of the Partnership Entities under this
Section 2(c) will be proportionately reduced.



     (d) Facility Expansions and Modifications. From time-to-time the Parties may agree to
expand or modify certain facilities covered by this Agreement, including refined product pipelines,
refined product terminals and other facilities. In connection with the expansion or modification
of such facilities, the Parties may agree to certain reimbursements, increased tariff rates or
other payments or may otherwise revise the terms of this Agreement to address such projects.
Attached to this Agreement as Exhibit H is a list of current expansion or modification
projects agreed to by the Parties hereto and the terms of such projects. Exhibit H may be
amended, modified, revised or updated from time-to-time in accordance with the terms of this
Section 2(d) to evidence the Parties’ agreement to new expansion or modification projects;
the completion, termination or revision of previously agreed to expansion or modification projects;
or the modification of the terms of this Agreement in connection with the addition, completion,
termination or revision of such expansion or modification projects. To evidence the Parties’
agreement to each new expansion or modification project or the completion, termination or revision
of previously agreed to expansion or modification project or the modification of the terms of this
Agreement in connection with the addition, completion, termination or revision of such expansion or
modification projects, the Parties shall execute an amended, modified, revised or updated
Exhibit H and attach it to this Agreement. Such amended, modified, revised or updated
Exhibit H shall be sequentially numbered (e.g. Exhibit H-1, Exhibit H-2,
etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior
version of Exhibit H in its entirety, except as specified therein.



     (e) Ancillary Services. The Partnership Entities will provide ancillary services as
have been provided historically, such as truck rack blending, tank sampling and tank-to-tank
transfers, to the Holly Entities. Except as set forth on Schedule II attached hereto, as
it may be amended from time-to-time in accordance with this Agreement, the fees for such ancillary
services are included in the fees established under this Agreement for services provided under
Section 2(b). All fuel additives, dyes, de-icers and other additives requested to be added
to the Holly Entities’ Refined Products will be provided by the Holly Entities at no cost to the
Partnership Entities. If any ancillary services other than those set forth in this Section
2(e) are requested by the Holly Entities that are different in kind, scope or frequency from
the ancillary services that have been historically provided, then the Parties shall negotiate in
good faith to determine the appropriate rates to be charged for such services. The Holly Entities
shall be responsible for maintaining the integrity of its operations and the quality of its
products so as to not cause additional operating costs related to ancillary services to be incurred
by the Partnership Entities.



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     (f) Pipeline Direction. Without the Holly Entities’ prior written consent, which
shall not be unreasonably withheld or delayed, the Partnership Entities will not reverse the
direction of any Refined Product Pipeline or, except as provided in Section 2(d) or
Exhibit H, connect any other pipeline to the Refined Product Pipelines or Refined Product
Terminals; provided, however, that the Partnership Entities may take any necessary
emergency action to prevent or remedy a release of Refined Products from a Refined Product Pipeline
or Refined Product Terminal without obtaining the consent required by this Section 2(f).



     (g) Product Gains and Losses.



          (i) Prior to October 1, 2007, with respect to the Refined Product Terminals, (1) the
Partnership Entities will be responsible for all product losses, determined on a quarterly basis
and on a terminal by terminal basis, that are greater than 0.25% of the product terminalled in
accordance with this Section 2 and (2) all product losses with respect to the Refined
Product Terminals will be offset by product gains with respect to the Refined Product Terminals, if
any, as determined on a quarterly basis and on a terminal by terminal basis. Product gains at the
Refined Product Terminals, after any offsetting losses, will be the property of the Partnership
Entities through September 30, 2007; and




          (ii) Beginning with the 12 month period starting on October 1, 2007, with respect to the
Refined Product Terminals, (1) the Partnership Entities will be responsible for all product losses,
determined on an annual basis and on a terminal by terminal basis, for the 12 month period
beginning on October 1 of each year, that are greater than 0.25% of the product terminalled in
accordance with this Section 2 and (2) on a terminal by terminal basis, the amount of any
product losses for any such 12 month period ending on the subsequent September 30 for which the
Partnership Entities would otherwise be responsible shall be offset by the amount of any product
gains for the same 12 month period and, beginning with the 12 month period starting on October 1,
2008, shall also be offset by any previously unused product gains for, and only for, the
immediately preceding 12 month period. An amount of product gain shall be applied no more than
once to reduce product losses for which the Partnership Entities would otherwise be responsible.
Beginning on October 1, 2007, any product gains at the Refined Product Terminals, after any
offsetting losses applied in accordance with this subsection, will be the property of the Holly
Entities.




     (h) Taxes. The Holly Entities will pay all taxes, import duties, license fees and
other charges by any Governmental Authority levied on the Refined Products delivered by the Holly
Entities for transportation or storage by the Partnership Entities in the Refined Product Pipelines
and Refined Product Terminals, including, but not limited to, any New Mexico gross receipts taxes,
if applicable. The Holly Entities will reimburse the Partnership Entities for the New Mexico gross
receipts tax, if applicable, but not income tax, levied on or with respect to the transportation
services provided by the Partnership Entities to the Holly Entities under this Agreement. Should
any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to
any Applicable Law or authority now in effect or hereafter to become effective which are payable by
the any other Party pursuant to this Section 2(h) the proper Party shall promptly reimburse
the other Party therefor.



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     (i) Timing of Payments. The Holly Entities will make payments to the Partnership
Entities by electronic payment with immediately available funds on a monthly basis during the Term
with respect to services rendered or reimbursable costs and expenses incurred by the Partnership
Entities under this Agreement in the prior month. Payments not received by the Partnership
Entities on or prior to the applicable payment date will accrue interest at the Prime Rate from the
applicable payment date until paid.



     (j) Notification of Utilization. When requested by the Partnership Entities, the
Holly Entities will provide to the Partnership Entities written notification of the Holly Entities’
reasonable good faith estimate of its anticipated future utilization of the assets of the
Partnership Entities.



     (k) Scheduling of Product Movements. The Partnership Entities will use their
reasonable commercial efforts to schedule Refined Product movements and accept deliveries of
Refined Products hereunder in a manner that is consistent with the historical dealings between the
Parties, as such dealings may change from time to time.



     (l) Monthly Surcharge. If new Applicable Laws are enacted that require the
Partnership Entities to make substantial and unanticipated capital expenditures with respect to the
Refined Product Terminals, the Partnership Entities may impose a monthly surcharge to cover the
Holly Entities’ pro rata share of the Partnership Entities’ cost of complying with these Applicable
Laws. The Holly Entities and the Partnership Entities shall use their reasonable commercial
efforts to comply with these Applicable Laws and shall negotiate in good faith to mitigate the
impact of these Applicable Laws and to determine the level of the monthly surcharge. If the Holly
Entities and the Partnership Entities are unable to agree on the level of the monthly surcharge,
such surcharge will be determined by binding arbitration in accordance with Section 12(f).
Exhibit F, Exhibit G or any other applicable exhibit or schedule to this Agreement
will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect
any monthly surcharge agreed to in accordance with this Section 2(l).



     (m) Increases in Pipeline Tariff Rates. If new Applicable Laws are enacted that
require the Partnership Entities to make substantial and unanticipated capital expenditures with
respect to the Refined Product Pipelines, the Partnership Entities may file new tariff rates in
order to recover the Partnership Entities’ cost of complying with these Applicable Laws (including
a reasonable return). The Holly Entities and the Partnership Entities shall use their reasonable
commercial efforts to comply with these Applicable Laws, and shall negotiate in good faith to
mitigate the impact of these Applicable Laws and to determine the amount of the new tariff rates.
If the Holly Entities and the Partnership Entities are unable to agree on the amount of the new
tariff rates that the Partnership Entities will file, such tariff rates will be determined by
binding arbitration in accordance with Section 12(f). Exhibit F, Exhibit G
or any other applicable exhibit or schedule to this Agreement will be updated, amended or revised,
as applicable, in accordance with this Agreement to reflect any changes in tariff rates agreed to
in accordance with this Section 2(m).



     (n) Terminal Access Agreement. Holly agrees to use its commercially reasonable
efforts to enter into a terminal access agreement with any third party that uses the Refined



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Product Terminal located in Tucson, Arizona, or any other terminal owned by the Partnership or its
Affiliates where Holly is the sole customer.



     Section 3. Exceptions to the Holly Entities’ Obligations.



     (a) Shut Down or Reconfiguration of Refineries. The Holly Entities must deliver to
the Partnership Entities at least twelve months advance written notice of any planned shut down or
reconfiguration (excluding planned maintenance turnarounds) of any Refinery or any portion of a
Refinery that would reduce such Refinery’s output. The Holly Entities will use their commercially
reasonable efforts to mitigate any reduction in the Minimum Revenue Commitment that would result
from such a shut down or reconfiguration. If the Holly Entities shut down or reconfigures any
Refinery or any portion of a Refinery (excluding planned maintenance turnarounds) and reasonably
believes in good faith that such shut down or reconfiguration will jeopardize its ability to
satisfy the Minimum Revenue Commitment, then the Holly Entities will utilize the Refined Product
Pipelines for 100% of the available production from the Refineries to the extent necessary and
available to satisfy the Minimum Revenue Commitment. In the event that such production is
insufficient to satisfy the Minimum Revenue Commitment, then within 90 days of the delivery of the
written notice of the planned shut down or reconfiguration, the Holly Entities shall (i) propose a
new Minimum Revenue Commitment, such that the ratio of the new Minimum Revenue Commitment under
this Agreement over the anticipated production level following the shut down or reconfiguration
will be approximately equal to the ratio of the original Minimum Revenue Commitment under this
Agreement over the original production level and (ii) propose the date on which the new Minimum
Revenue Commitment shall take effect. Unless objected to by the Partnership Entities within 60
days of receipt by the Partnership Entities of such proposal, such new Minimum Revenue Commitment
shall become effective as of the date proposed by the Holly Entities. To the extent that the
Partnership Entities do not agree with the Holly Entities’ proposal, any changes in the Holly
Entities’ obligations under this Agreement, or the date on which such changes will take effect,
will be determined by binding arbitration in accordance with Section 12(f). Schedule
I or any other applicable exhibit or schedule to this Agreement will be updated, amended or
revised, as applicable, in accordance with this Agreement to reflect any change in the Holly
Entities’ Minimum Revenue Commitment agreed to in accordance with this Section 3(a).



     (b) Force Majeure. In the event that any Party is rendered unable, wholly or in part,
by a Force Majeure event from performing its obligations under this Agreement for a period of more
than 30 consecutive days, then upon the delivery of notice and full particulars of the Force
Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event
relied on, the obligations of the Parties, so far as they are affected by the Force Majeure event,
shall be suspended for the duration of any inability so caused. Any suspension of the obligations
of the Parties as a result of this Section 3(b) shall extend the Term (to the extent so
affected) for a period equivalent to the duration of the inability set forth in the notice of the
Force Majeure event. The Holly Entities will be required to pay any amounts accrued and due under
this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall
so far as possible be remedied with all reasonable dispatch, except that no Party shall be
compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall
determine to be in its best interests. In the event a Force Majeure event prevents the Partnership
Entities or the Holly Entities from performing substantially all of their respective obligations



11









 







under this Agreement for a period of more than one year, this Agreement may be terminated by the
Partnership Entities or the Holly Entities. Nothing in this Section 3(b) shall alter the
liability of the Partnership Entities as set forth in the rules and regulations tariffs for the
Refined Product Pipelines attached hereto as Exhibit D and Exhibit E.



     Section 4. Agreement to Remain Shipper.



     With respect to any Refined Products that are produced at a Refinery and transported in any
Refined Product Pipeline or handled at any Refined Product Terminal, the Holly Entities agree that
they will continue their historical commercial practice of owning such Refined Products from such
point as such Refined Products leave the Refinery until at least such point as they will not be
further transported in a Refined Product Pipeline or handled at a Refined Product Terminal and to
continue acting in the capacity of the shipper of any such Refined Products for their own account
at all times that such Refined Products are in a Refined Product Pipeline or being handled at the
Refined Product Terminals.



     Section 5. Agreement Not to Challenge Tariffs or Terminal Charges.



     The Holly Entities agree to any tariff rate changes for the Refined Product Pipelines
determined in accordance with this Agreement. The Holly Entities agree (a) not to challenge, nor
to cause their Affiliates to challenge, nor to encourage or recommend to any other Person that it
challenge, or voluntarily assist in any way any other Person in challenging, in any forum,
interstate or intrastate tariffs (including joint tariffs) of the Partnership Entities that the
Partnership Entities have filed or may file containing rates, rules or regulations that are in
effect at any time during the Term and regulate the transportation of Refined Products, (b) not to
protest or file a complaint, nor cause their Affiliates to protest or file a complaint, nor
encourage or recommend to any other Person that it protest or file a complaint, or voluntarily
assist in any way any other Person in protesting or filing a complaint, with respect to regulatory
filings that the Partnership Entities have made or may make at any time during the Term to change
interstate or intrastate tariffs (including joint tariffs) for transportation of Refined Products
and (c) not to seek, nor cause their Affiliates to seek, nor encourage or recommend to any other
Person that it seek, or voluntarily assist in any way any other Person in seeking, regulatory
review of, or regulatory jurisdiction over, the contractual rates charged at any time during the
term of this Agreement by the Partnership Entities for terminalling services or to challenge, in
any forum, such rates or changes to such rates, in each case so long as such tariffs, regulatory
filings or rates changed do not conflict with the terms of this Agreement.



     Section 6. Effectiveness and Term.



     This Agreement shall be effective as of July 13, 2004 and shall terminate at 12:01 a.m.
Dallas, Texas, time on July 1, 2019, unless extended by written mutual agreement of the Parties
hereto or as set forth in Section 7 (the “Term”); provided,
however, that Section 5 shall survive the termination of this Agreement. The
Party(ies) desiring to extend this Agreement pursuant to this Section 6 shall provide prior
written notice to the other Parties of its desire to so extend this Agreement; such written notice
shall be provided not more than twenty-four (24) months and not less than the later of twelve (12)
months prior to the date of termination or ten (10) days after



12









 







receipt of a written request from
the other Party (which request may be delivered no earlier than twelve (12) months prior to the
date of termination) to provide any such notice or lose such right.



     Section 7. Right to Enter into a New Agreement.



     (a) In the event that the Holly Entities provide prior written notice to the Partnership
Entities of the desire of the Holly Entities to extend this Agreement by written mutual agreement
of the Parties, the Parties shall negotiate in good faith to extend this Agreement by written
mutual agreement, but, if such negotiations fail to produce a written mutual agreement for
extension by a date six months prior to the termination date, then the Partnership Entities shall
have the right to negotiate to enter into one or more pipeline and terminal agreements with one or
more third parties to begin after the date of termination, provided that until the end of one year
following termination without renewal of this Agreement, the Holly Entities will have the right to
enter into a new pipelines and terminals agreement with the Partnership Entities on commercial
terms that substantially match the terms which the Partnership Entities propose to enter into an
agreement with a third party for similar services with respect to all or a material portion of the
Refined Product Pipelines or Refined Product Terminals. In such circumstances, the Partnership
Entities shall give the Holly Entities forty-five (45) days prior written notice of any proposed
new pipelines and terminals agreement with a third party, and such notice shall inform the Holly
Entities of the fee schedules, tariffs, duration and any other terms of the proposed third party
agreement and the Holly Entities shall have forty-five (45) days following receipt of such notice
to agree to the terms specified in the notice or the Holly Entities shall lose the rights specified
by this Section 7(a) with respect to the assets that are the subject of such notice.



     (b) In the event that the Holly Entities fail to provide prior written notice to the
Partnership Entities of the desire of the Holly Entities to extend this Agreement by written mutual
agreement of the Parties pursuant to Section 6, the Partnership Entities shall have the
right, during the period from the date of the Holly Entities’ failure to provide written notice
pursuant to Section 6 to the date of termination of this Agreement, to negotiate to enter
into a new pipelines and terminals agreement with a third party, provided however that at any time
during the twelve (12) months prior to the expiration of the Term, the Holly Entities will have the
right to enter into a new pipelines and terminals agreement with the Partnership Entities on
commercial terms that substantially match the terms upon which the Partnership Entities propose to
enter into an agreement with a third party for similar services with respect to all or a material
portion of the Refined Product Pipelines or Refined Product Terminals. In such circumstances, the
Partnership Entities shall give the Holly Entities forty-five (45) days prior written notice of any
proposed new pipelines agreement with a third party, and such notice shall inform the Holly
Entities of the fee schedules, tariffs, duration and any other terms of the proposed third party
agreement and the Holly Entities shall have forty-five (45) days following receipt of such notice
to agree to the terms specified in the notice or the Holly Entities shall lose the rights specified
by this Section 7(b) with respect to the assets that are the subject of such notice.



     Section 8. Notices.



     (a) Any notice or other communication given under this Agreement shall be in writing and shall
be (i) delivered personally, (ii) sent by documented overnight delivery service,



13









 







(iii) sent by
email transmission, or (iv) sent by first class mail, postage prepaid (certified or registered
mail, return receipt requested). Such notice shall be deemed to have been duly given (x) if
received, on the date of the delivery, with a receipt for delivery, (y) if refused, on the date of
the refused delivery, with a receipt for refusal, or (z) with respect to email transmissions, on
the date the recipient confirms receipt. Notices or other communications shall be directed to the
following addresses:



               Notices to the Holly Entities:


c/o Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: David L. Lamp

Email address: president@hollycorp.com



with a copy, which shall not constitute notice, but is required in order to give proper notice, to:



c/o Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: General Counsel

Email address: generalcounsel@hollycorp.com




               Notices to the Partnership Entities:


c/o Holly Energy Partners, L.P.

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: David G. Blair

Email address: SVP-HEP@hollyenergy.com



with a copy, which shall not constitute notice, but is required in order to give proper notice, to:



c/o Holly Energy Partners, L.P.

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: General Counsel

Email address: generalcounsel@hollyenergy.com




     (b) Any Party may at any time change its address for service from time to time by giving
notice to the other Parties in accordance with this Section 8.



14









 





     Section 9. Deficiency Payments.



     (a) As soon as practicable following the end of each Contract Quarter under this Agreement,
the Partnership Entities shall deliver to the Holly Entities a written notice (the “Deficiency
Notice”) detailing any failure of the Holly Entities to meet any of their obligations under
Section 2(a); provided that the Holly Entities’ obligations pursuant to the Minimum Revenue
Commitment shall be assessed on a quarterly basis for the purposes of this Section 9. The
Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii)
specify the approximate dollar amount that the Partnership Entities believe would have been paid by
the Holly Entities to the Partnership Entities if the Holly Entities had complied with their
respective obligations pursuant to Section 2(a) (the “Deficiency Payment”). The
Holly Entities shall pay the Deficiency Payment to the Partnership Entities upon the later of: (A)
ten (10) days after its receipt of the Deficiency Notice and (B) thirty (30) days following the end
of the related Contract Quarter.



     (b) If the Holly Entities disagree with the Deficiency Notice, then, following the payment of
the Deficiency Payment to the Partnership Entities, the Holly Entities shall send written notice
thereof to the Partnership Entities and a senior officer of Holly (on behalf of the Holly Entities)
and a senior officer of the Partnership (on behalf of the Partnership Entities) shall meet or
communicate by telephone at a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences
that they may have with respect to matters specified in the Deficiency Notice. During the 30 day
period following the payment of the Deficiency Payment, the Holly Entities shall have access to the
working papers of the Partnership Entities relating to the Deficiency Notice. If such differences
are not resolved within thirty (30) days following the payment of the Deficiency Payment, the Holly
Entities and the Partnership Entities shall, within forty-five (45) days following the payment of
the Deficiency Payment, submit any and all matters which remain in dispute and which were properly
included in the Deficiency Notice to arbitration in accordance with Section 12(f).



     (c) If it is finally determined pursuant to this Section 9 that the Holly Entities are
not required to make any or all of the Deficiency Payment (the “Refund”), the Partnership
Entities shall promptly pay to the Holly Entities the Refund, together with interest thereon at the
Prime Rate, in immediately available funds.



     (d) Deficiency Payments will be credited against any payments owed by the Holly Entities in
the following four Contract Quarters in excess of the Minimum Revenue Commitments established by
this Agreement for such Calendar Quarters; provided, however, that the Holly
Entities will not receive credit for any Deficiency Payment in any of the following four Contract
Quarters until they have met the Minimum Revenue Commitment in the succeeding Contract Quarter.



     Section 10. Right of First Refusal.



     The Parties acknowledge the right of first refusal of the Holly Entities with respect to the
Refined Product Pipelines and Refined Product Terminals provided in the Omnibus Agreement.



15









 





     Section 11. Limitation of Damages.



     (a) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS
AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH,
THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER
EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY
OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS
AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY
PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS
INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED,
HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD
PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT
OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) THAT ARE A RESULT
OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BREACHING OR NONFULFILLING PARTY OR ITS
AFFILIATES.



     (b) Notwithstanding anything in this Agreement to the contrary and solely for the purpose of
determining which of the Holly Entities or the Partnership Entities, as applicable, shall be liable
in a particular circumstance, each Party shall be liable to each other Party for any loss, damage,
injury, judgment, claim, cost, expense or other liability suffered or incurred by a Party (the
“Damaged Party”) to the extent that the Party causes such loss, damage, injury, judgment,
claim, cost, expense or other liability suffered or incurred by the Damaged Party or owns or
operates the assets covered by or subject to this Agreement or other property in question
responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other
liability suffered or incurred by the Damaged Party.



     Section 12. Miscellaneous.



     (a) Intention as to Refineries. The Holly Entities represent to the Partnership
Entities that, as of February 1, 2009, they are not considering a shut down of any of the
Refineries or any changes to any of the Refineries that would have a material adverse effect on the
operation of any of the Refineries.



     (b) Amendments and Waivers. No amendment or modification of this Agreement shall be
valid unless it is in writing and signed by the Parties. No waiver of any provision of this
Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is
sought to be enforced. Any of the exhibits or schedules to this Agreement may be amended,
modified, revised or updated by the Parties if each of the Parties executes an amended, modified,
revised or updated exhibit or schedule, as applicable, and attaches it to this Agreement. Such



16









 







amended, modified, revised or updated exhibits or schedules shall be sequentially numbered (e.g.
Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit or
schedule to this Agreement and shall replace the prior exhibit or schedule, as applicable, in its
entirety, except as specified therein. No failure or delay in exercising any right hereunder, and
no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or
partial exercise of a right hereunder shall preclude further or complete exercise of that right or
any other right hereunder.



     (c) Successors and Assigns. This Agreement shall inure to the benefit of, and shall
be binding upon, the Holly Entities, the Partnership Entities and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be
assigned without the prior written consent of the Holly Entities (in the case of any assignment by
the Partnership Entities) or the Partnership Entities (in the case of any assignment by the Holly
Entities), in each case, such consent is not to be unreasonably withheld or delayed;
provided, however, that (i) the Partnership Entities may make such an assignment
(including a partial pro rata assignment) to an Affiliate of the Partnership Entities without the
Holly Entities’ consent, (ii) the Holly Entities may make such an assignment (including a partial
pro rata assignment) to an Affiliate of the Holly Entities without the Partnership Entities’
consent, (iii) any Holly Entity may make such an assignment to any Person to which such Holly
Entity has sold any of its assets which assets rely on the services provided by the Partnership
Entities under this Agreement if such Person (1) is reasonably capable of performing the Holly
Entity’s obligations (or its pro rata portion of such obligations) under this Agreement assigned to
such Person, which determination shall be made by the Holly Entity in its reasonable judgment and
(2) has agreed in writing to assume the obligations of the Holly Entity assigned to such Person,
without the Partnership Entities’ consent and (iv) the Partnership Entities may make such an
assignment to any Person to which the Partnership Entities have sold any of its transportation,
storage or terminalling assets which assets provide services to the Holly Entities under this
Agreement if such Person (1) is reasonably capable of performing the Partnership Entities’
obligations (or its pro rata portion of such obligations) under this Agreement assigned to such
Person, which determination shall be made by the Partnership Entities in their reasonable judgment
and (2) has agreed in writing to assume the obligations of the Partnership Entities assigned to
such Person, without the Holly Entities’ consent. Any attempt to make an assignment otherwise than
as permitted by the foregoing shall be null and void. The Parties agree to require their
respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to
the other Parties, their obligations under this Agreement.



     (d) Severability. If any provision of this Agreement shall be held invalid or
unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this
Agreement shall remain in full force and effect.



     (e) Choice of Law. This Agreement shall be subject to and governed by the laws of the
State of Delaware, excluding any conflicts-of-law rule or principle that might refer the
construction or interpretation of this Agreement to the laws of another state.



     (f) Arbitration Provision. Any and all Arbitrable Disputes must be resolved through
the use of binding arbitration using three arbitrators, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, as supplemented to the extent



17









 







necessary
to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United
States Code). If there is any inconsistency between this Section 12(f) and the Commercial
Arbitration Rules or the Federal Arbitration Act, the terms of this Section 12(f) will
control the rights and obligations of the Parties. Arbitration must be initiated within the time
limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or
the time period allowed by the applicable statute of limitations. Arbitration may be initiated by
a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that
the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice
initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent
shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying
the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an
arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association
for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall
select a third arbitrator within thirty (30) days after the second arbitrator has been appointed.
The Claimant will pay the compensation and expenses of the arbitrator named by it, and the
Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs
of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The
Claimant and Respondent will each pay one-half of the compensation and expenses of the third
arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or
employees of any of the Holly Entities, the Partnership Entities or any of their Affiliates and
(ii) have not less than seven (7) years experience in the energy industry. The hearing will be
conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third
arbitrator. The Holly Entities, the Partnership Entities and the arbitrators shall proceed
diligently and in good faith in order that the award may be made as promptly as possible. Except
as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and
non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award
indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be
arbitrated in a common proceeding along with disputes under other agreements between the Holly
Entities, the Partnership Entities or their Affiliates to the extent that the issues raised in such
disputes are related. Without the written consent of the Parties, no unrelated disputes or third
party disputes may be joined to an arbitration pursuant to this Agreement.



     (g) Rights of Limited Partners. The provisions of this Agreement are enforceable
solely by the Parties, and no Limited Partner of the Partnership shall have the right, separate and
apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to
comply with the terms of this Agreement.



     (h) Further Assurances. In connection with this Agreement and all transactions
contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such
additional documents and instruments and to perform such additional acts as may be necessary or
appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of
this Agreement and all such transactions.



     (i) Headings. Headings of the Sections of this Agreement are for convenience of the
Parties only and shall be given no substantive or interpretative effect whatsoever. All references
in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.



18









 





     (j) No Novation. This Agreement shall be considered an amendment and restatement of
the Original Pipelines and Terminals Agreement, and the Original Pipelines and Terminals Agreement
is hereby ratified, approved and confirmed in every respect. This Agreement is not intended to
constitute a novation of the Original Pipelines and Terminals Agreement and all of the obligations
owing by the Parties under the Original Pipelines and Terminals Agreement shall continue (and from
and after the date of this Agreement, as amended hereby).



     Section 13. Guarantee by Holly.



     (a) Payment and Performance Guaranty. Holly unconditionally, absolutely, continually
and irrevocably guarantees, as principal and not as surety, to the Partnership Entities the
punctual and complete payment in full when due of all amounts due from the Holly Entities under the
Agreement (collectively, the “Holly Payment Obligations”). Holly agrees that the
Partnership Entities shall be entitled to enforce directly against Holly any of the Holly Payment
Obligations.



     (b) Guaranty Absolute. Holly hereby guarantees that the Holly Payment Obligations
will be paid strictly in accordance with the terms of the Agreement. The obligations of Holly
under this Agreement constitute a present and continuing guaranty of payment, and not of collection
or collectability. The liability of Holly under this Agreement shall be absolute, unconditional,
present, continuing and irrevocable irrespective of:



          (i) any assignment or other transfer of the Agreement or any of the rights thereunder of the
Partnership Entities;




          (ii) any amendment, waiver, renewal, extension or release of or any consent to or departure
from or other action or inaction related to the Agreement;




          (iii) any acceptance by the Partnership Entities of partial payment or performance from the
Holly Entities;




          (iv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment,
dissolution, liquidation or other like proceeding relating to the Holly Entities or any action
taken with respect to the Agreement by any trustee or receiver, or by any court, in any such
proceeding;




          (v) any absence of any notice to, or knowledge of, Holly, of the existence or occurrence of
any of the matters or events set forth in the foregoing subsections (i) through (iv); or




          (vi) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a guarantor.




     The obligations of Holly hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of
the Holly Payment Obligations or otherwise.



19









 





     (c) Waiver. Holly hereby waives promptness, diligence, all setoffs, presentments,
protests and notice of acceptance and any other notice relating to any of the Holly Payment
Obligations and any requirement for the Partnership Entities to protect, secure, perfect or insure
any security interest or lien or any property subject thereto or exhaust any right or take any
action against the Holly Entities, any other entity or any collateral.



     (d) Subrogation Waiver. Holly agrees that for so long as there is a current or
ongoing default or breach of this Agreement by any of the Holly Entities, Holly shall not have any
rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other
rights of payment or recovery from the Holly Entities for any payments made by Holly under this
Section 13, and Holly hereby irrevocably waives and releases, absolutely and
unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and
other rights of payment or recovery it may now have or hereafter acquire against the Holly Entities
during any period of default or breach of this Agreement by any of the Holly Entities until such
time as there is no current or ongoing default or breach of this Agreement by the Holly Entities.



     (e) Reinstatement. The obligations of Holly under this Section 13 shall
continue to be effective or shall be reinstated, as the case may be, if at any time any payment of
any of the Holly Payment Obligations is rescinded or must otherwise be returned to the Holly
Entities or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment,
composition, liquidation or reorganization of the Holly Entities or such other entity, or for any
other reason, all as though such payment had not been made.



     (f) Continuing Guaranty. This Section 13 is a continuing guaranty and shall
(i) remain in full force and effect until the first to occur of the indefeasible payment in full of
all of the Holly Payment Obligations, (ii) be binding upon Holly, its successors and assigns and
(iii) inure to the benefit of and be enforceable by the Partnership Entities and their respective
successors, transferees and assigns.



     (g) No Duty to Pursue Others. It shall not be necessary for the Partnership Entities
(and Holly hereby waives any rights which Holly may have to require the Partnership Entities), in
order to enforce such payment by Holly, first to (i) institute suit or exhaust its remedies against
the Holly Entities or others liable on the Holly Payment Obligations or any other person, (ii)
enforce the Partnership Entities’ rights against any other guarantors of the Holly Payment
Obligations, (iii) join the Holly Entities or any others liable on the Holly Payment Obligations in
any action seeking to enforce this Section 13, (iv) exhaust any remedies available to the
Partnership Entities against any security which shall ever have been given to secure the Holly
Payment Obligations, or (v) resort to any other means of obtaining payment of the Holly Payment
Obligations.



     Section 14. Guarantee by the Partnership and Operating Partnership.



     (a) Payment and Performance Guaranty. Each of the Partnership and the Operating Partnership
unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as
surety, to the Holly Entities the punctual and complete payment in full when due of all amounts due
from the Partnership Entities under the Agreement (collectively, the “HEP Payment
Obligations”). Each of the Partnership and the Operating Partnership agrees that the Holly



20









 







Entities shall be entitled to enforce directly against the Partnership and the Operating
Partnership any of the HEP Payment Obligations.



     (b) Guaranty Absolute. Each of the Partnership and the Operating Partnership hereby
guarantees that the HEP Payment Obligations will be paid strictly in accordance with the terms of
the Agreement. The obligations of each of the Partnership and the Operating Partnership under this
Agreement constitute a present and continuing guaranty of payment, and not of collection or
collectability. The liability of each of the Partnership and the Operating Partnership under this
Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:



          (i) any assignment or other transfer of the Agreement or any of the rights thereunder of the
Holly Entities;




          (ii) any amendment, waiver, renewal, extension or release of or any consent to or departure
from or other action or inaction related to the Agreement;




          (iii) any acceptance by the Holly Entities of partial payment or performance from the
Partnership Entities;




          (iv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment,
dissolution, liquidation or other like proceeding relating to the Partnership Entities or any
action taken with respect to the Agreement by any trustee or receiver, or by any court, in any such
proceeding;




          (v) any absence of any notice to, or knowledge of, the Partnership or the Operating
Partnership, of the existence or occurrence of any of the matters or events set forth in the
foregoing subsections (i) through (iv); or




          (vi) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a guarantor.




     The obligations of each of the Partnership and the Operating Partnership hereunder shall not
be subject to any reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the HEP Payment Obligations or otherwise.



     (c) Waiver. Each of the Partnership and the Operating Partnership hereby waives
promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other
notice relating to any of the HEP Payment Obligations and any requirement for the Holly Entities to
protect, secure, perfect or insure any security interest or lien or any property subject thereto or
exhaust any right or take any action against the Partnership Entities, any other entity or any
collateral.



     (d) Subrogation Waiver. Each of the Partnership and the Operating Partnership agrees
that for so long as there is a current or ongoing default or breach of this Agreement by any of the
Partnership Entities, the Partnership and the Operating Partnership shall not have any



21









 







rights
(direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights
of payment or recovery from the Partnership Entities for any payments made by the Partnership or
the Operating Partnership under this Section 14, and each of the Partnership and the
Operating Partnership hereby irrevocably waives and releases, absolutely and unconditionally, any
such rights of subrogation, contribution, reimbursement, indemnification and other rights of
payment or recovery it may now have or hereafter acquire against the Partnership Entities during
any period of default or breach of this Agreement by any of the Partnership Entities until such
time as there is no current or ongoing default or breach of this Agreement by the Partnership
Entities.



     (e) Reinstatement. The obligations of the Partnership and the Operating Partnership
under this Section 14 shall continue to be effective or shall be reinstated, as the case
may be, if at any time any payment of any of the HEP Payment Obligations is rescinded or must
otherwise be returned to the Partnership Entities or any other entity, upon the insolvency,
bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of the Partnership
Entities or such other entity, or for any other reason, all as though such payment had not been
made.



     (f) Continuing Guaranty. This Section 14 is a continuing guaranty and shall
(i) remain in full force and effect until the first to occur of the indefeasible payment in full of
all of the HEP Payment Obligations, (ii) be binding upon the Partnership, the Operating
Partnership, and each of their respective successors and assigns and (iii) inure to the benefit of
and be enforceable by the Holly Entities and their respective successors, transferees and assigns.



     (g) No Duty to Pursue Others. It shall not be necessary for the Holly Entities (and
each of the Partnership and the Operating Partnership hereby waives any rights which the
Partnership or the Operating Partnership, as applicable, may have to require the Holly Entities),
in order to enforce such payment by the Partnership or the Operating Partnership, first to (i)
institute suit or exhaust its remedies against the Partnership Entities or others liable on the HEP
Payment Obligations or any other person, (ii) enforce the Holly Entities’ rights against any other
guarantors of the HEP Payment Obligations, (iii) join the Partnership Entities or any others liable
on the HEP Payment Obligations in any action seeking to enforce this Section 14, (iv)
exhaust any remedies available to the Holly Entities against any security which shall ever have
been given to secure the HEP Payment Obligations, or (v) resort to any other means of obtaining
payment of the HEP Payment Obligations.



[Remainder of Page Intentionally Left Blank]




22









 





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



	 	 	 	 	 	 	 
	 	 	HOLLY ENTITIES:	 	 
	 
	 	 	 	 	 	 
	 	 	NAVAJO REFINING COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David L. Lamp	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David L. Lamp	 	 
	 

	 	 	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY REFINING & MARKETING

COMPANY — WOODS CROSS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David L. Lamp	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David L. Lamp 

Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PARTNERSHIP ENTITIES:	 	 
	 
	 	 	 	 	 	 
	 	 	HOLLY ENERGY PARTNERS — OPERATING, L.P.	 	 
	 
	 	 	 	 	 	 
	 

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

	 	 	 	its General Partner	 	 






	 	 	 	 	 
	 	By:  	                        /s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	Senior Vice President 	 
	 



Signature Page 1 of 5 to the Amended and Restated Refined Product Pipelines and Terminals Agreement





 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	HEP Pipeline GP, L.L.C.,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Holly Energy Partners — Operating, L.P.,

its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	David G. Blair	 	 
	 

	 	 	 	 	 	 	 	Senior Vice President	 	 
	 
	 	 	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	 	 
	 
	 	 	HEP REFINING ASSETS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	HEP Refining GP, L.L.C.,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Holly Energy Partners — Operating, L.P.,

its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	David G. Blair	 	 
	 

	 	 	 	 	 	 	 	Senior Vice President	 	 






Signature Page 2 of 5 to the Amended and Restated Refined Product Pipelines and Terminals Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	HEP REFINING, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Holly Energy Partners — Operating, L.P.,

its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	David G. Blair


Senior Vice President	 	 






	 	 	 	 	 	 	 	 	 
	 	 	HEP MOUNTAIN HOME, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Holly Energy Partners — Operating, L.P.,

its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	David G. Blair	 	 
	 

	 	 	 	 	 	Senior Vice President	 	 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HEP WOODS CROSS, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Holly Energy Partners — Operating, L.P.,

its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	David G. Blair	 	 
	 

	 	 	 	 	 	Senior Vice President	 	 






Signature Page 3 of 5 to the Amended and Restated Refined Product Pipelines and Terminals Agreement




 









 





ACKNOWLEDGED AND AGREED

FOR PURPOSES OF Section 2(n),

Section 9(b) AND Section 13 AND

ACKNOWLEDGING THE AMENDMENT

AND RESTATEMENT OF THE ORIGINAL

PIPELINES AGREEMENT:




HOLLY CORPORATION




	 	 	 	 	 
	By:

	 	/s/ David L. Lamp
	 	 
	 

	 	 	 	 
	 

	 	David L. Lamp	 	 
	 

	 	President	 	 






ACKNOWLEDGED AND AGREED

FOR PURPOSES OF Section 9(b),

Section 12(g) AND Section 14 AND

ACKNOWLEDGING THE AMENDMENT

AND RESTATEMENT OF THE ORIGINAL

PIPELINES AGREEMENT:




	 	 	 	 	 	 	 	 	 
	HOLLY ENERGY PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	HEP Logistics Holdings, L.P.,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Holly Logistic Services, L.L.C.,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	David G. Blair	 	 
	 

	 	 	 	 	 	Senior Vice President	 	 






Signature Page 4 of 5 to the Amended and Restated Refined Product Pipelines and Terminals Agreement




 









 





SOLELY FOR PURPOSES OF ACKNOWLEDGING

THE AMENDMENT AND RESTATEMENT OF

THE ORIGINAL PIPELINES AGREEMENT AND

WITHDRAWAL OF THE UNDERSIGNED AS

PARTIES:




	 	 	 	 	 	 	 
	HEP LOGISTICS HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 
	By:	 	Holly Logistic Services, L.L.C.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David G. Blair	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David G. Blair	 	 
	 

	 	 	 	Senior Vice President	 	 






	 	 	 	 	 
	HOLLY LOGISTIC SERVICES, L.L.C.	 	 
	 
	 	 	 	 
	By:

	 	/s/ David G. Blair	 	 
	 

	 	 	 	 
	 

	 	David G. Blair	 	 
	 

	 	Senior Vice President	 	 






	 	 	 	 	 
	HEP LOGISTICS GP, L.L.C.	 	 
	 
	 	 	 	 
	By:

	 	/s/ David G. Blair	 	 
	 

	 	 	 	 
	 

	 	David G. Blair	 	 
	 

	 	Senior Vice President	 	 






Signature Page 5 of 5 to the Amended and Restated Refined Product Pipelines and Terminals Agreement




 









 





SCHEDULE I




MINIMUM REVENUE COMMITMENT




	 	 	 	 	 
	 	 	Minimum Revenue Commitment
	Contract Year	 	per Contract Quarter
	July 13, 2004
	 	$8.85 million
	July 1, 2005
	 	$9.171 million
	July 1, 2006
	 	$9.616 million
	July 1, 2007
	 	$9.906 million
	July 1, 2008
	 	$10.289 million
	July 1, 2009
	 	$10.937 million






Schedule I




 









 





SCHEDULE II




ANCILLARY SERVICE FEES




As of December 1, 2009



Effective January 1, 2006, the Holly Entities and the Partnership Entities agree that the Holly
Entities will either reimburse the Partnership Entities for the actual cost of DRA added to the
Holly Entities’ Refined Products or provide such DRA at no cost to the Partnership Entities;
provided, however, that effective February 1, 2009, the Partnership Entities agree
to reimburse the Holly Entities for the cost of DRA furnished by the Holly Entities for use on the
South System on a 50/50 basis until each of the Holly Entities and the Partnership Entities expends
$250,000 annually, with 100% of the cost over $500,000 annually to be furnished by the Holly
Entities. The Partnership Entities agree to use their commercially reasonable efforts to minimize
the use of DRA and maximize the use of the Partnership Entities’ existing horsepower;
provided, however, that in the event the Partnership Entities determine that it is
not economically advantageous for the Partnership Entities to operate the South System in a manner
that maximizes the use of the Partnership Entities’ existing horsepower and minimizes the use of
DRA, then the Partnership Entities may use DRA in lieu of horsepower, provided that the cost of
such DRA shall be borne solely by the Partnership Entities and shall not count towards the
Partnership Entities’ share of the cost of DRA stated above.




Schedule II




 









 





EXHIBIT A




REFINED PRODUCT PIPELINES




As of December 1, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Diameter	 	Approximate	 	 
	Origin and Destination	 	(inches)	 	Length (miles)	 	Capacity (bpd)
	Artesia, NM to El Paso, TX
	 	 	6	 	 	 	156	 	 	 	24,000	 
	Artesia, NM to Orla, TX to El Paso, TX
	 	 	8/12/8	 	 	 	214	 	 	 	106,000	(1)
	Artesia, NM to Moriarty, NM(2)
	 	 	12/8	 	 	 	215	 	 	 	45,000	(3)
	Moriarty, NM to Bloomfield, NM(2)
	 	 	8	 	 	 	191	 	 	 	 	(3)








 




			
	(1)	 	Includes 17,500 bpd of capacity on the Orla to El Paso segment of this pipeline that is
leased to Alon under capacity lease agreements.
	 
	(2)	 	The White Lakes Junction to Moriarty segment of the Artesia to Moriarty pipeline and the
Moriarty to Bloomfield pipeline is leased from Mid-America Pipeline Company, LLC under a
long-term lease agreement.
	 
	(3)	 	Capacity for this pipeline is reflected in the information for the Artesia to Moriarty
pipeline.




A-1









 










EXHIBIT B




REFINED PRODUCT TERMINALS




As of December 1, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Storage Capacity	 	 	Number of	 	 	Supply	 	 
	Terminal Location	 	(barrels)	 	 	Tanks	 	 	Source	 	Mode of Delivery
	El Paso, TX
	 	 	662,000	 	 	 	20	 	 	Pipeline/ rail	 	Truck/Pipeline
	Moriarty, NM
	 	 	189,000	 	 	 	9	 	 	Pipeline	 	Truck
	Bloomfield, NM
	 	 	193,000	 	 	 	7	 	 	Pipeline	 	Truck
	Tucson, AZ(1)
	 	 	176,000	 	 	 	9	 	 	Pipeline	 	Truck
	Mountain Home, ID(2)
	 	 	120,000	 	 	 	3	 	 	Pipeline	 	Pipeline
	Boise, ID(3)
	 	 	111,000	 	 	 	9	 	 	Pipeline	 	Pipeline
	Burley, ID(3)
	 	 	70,000	 	 	 	7	 	 	Pipeline	 	Truck
	Spokane, WA
	 	 	333,000	 	 	 	32	 	 	Pipeline/Rail	 	Truck
	Artesia facility truck rack
	 	 	N/A	 	 	 	N/A	 	 	Refinery	 	Truck
	Woods Cross facilities
	 	 	N/A	 	 	 	N/A	 	 	Refinery	 	Truck/Pipeline
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	2,206,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 








 




			
	(1)	 	The underlying ground at the Tucson terminal is leased.

	 
	(2)	 	Handles only jet fuel.
	 
	(3)	 	The Partnership Entities have a 50% ownership interest in these terminals. The capacity and
throughput information represents the proportionate share of capacity and throughput
attributable to this ownership interest.




B-1









 










EXHIBIT C




FEE SCHEDULE




As of December 1, 2009





	1.	 	The Holly Entities will pay a terminal service fee of $0.326 per barrel for truck rack
deliveries and $.1086 per barrel for pipeline pump-over deliveries at each of the Refined
Product Terminals, except that the Holly Entities will pay $0.12 per barrel for pipeline
pump-over deliveries at the Partnership Entities’ El Paso Refined Product Terminal.






	2.	 	The Holly Entities will receive a discount of $0.10 per barrel for truck rack deliveries at
the Moriarty, New Mexico terminal that exceed the Monthly Average Base Volumes.






	3.	 	The Holly Entities will pay a service fee of $0.2715 per barrel for truck rack deliveries for
facilities located within the Refineries.






	4.	 	The Holly Entities will pay a handling fee of $0.57 per barrel for the movement of isobutane,
propane and normal butane within any of the Refined Product Terminals.






	5.	 	The Holly Entities will pay a fee for lubricity additive injections to diesel fuel products,
gasoline additive injections, red dye additive injections to diesel fuel products and ethanol
injections made at the Refined Product Terminals. The fees for such injections, as well as
the party responsible for supplying such additives, are set forth in the chart attached hereto
as Exhibit C-1. The Parties agree and understand that the fees set forth on
Exhibit C-1 are subject to change based on changes in cost of such additives.






	6.	 	The Holly Entities will supply, at its sole cost and expense, all clay and/or clay filters
used in the clay filtration systems at the El Paso Refined Product Terminal.






	7.	 	Each of the service fees listed on this Exhibit C, except for the Tucson terminal,
will adjust at the beginning of each Contract Year by a percentage equal to the percentage
change in the service fee in effect at the end of each of the two preceding Contract Years in
the index comprised of comparable fees posted by Kinder Morgan at its Phoenix, Tucson and Las
Vegas terminals; provided, however, that no adjustment shall be made which
would result in a decrease in any service fee.






	8.	 	For the Tucson terminal, beginning on April 4, 2008 and continuing until March 31, 2018, the
Holly Entities shall pay an annual fee of $59,000 for the exclusive use of the Tucson terminal
facility and a $0.326 per barrel terminal fee. Beginning July 1, 2009, both fees shall be
increased on the first day of each Contract Year by the PPI. The Holly Entities shall have
the right to renew the exclusive use of the Tucson terminal for ten (10) years by providing
written notice to the Partnership Entities of their intent to renew by no later than September
30, 2017, and the rates for the extended term shall be similarly increased on the first day of
each Contract Year as specified above.




C-1









 











EXHIBIT C-1




SCHEDULE OF ADDITIVE FEES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Gasoline	 	 	 	 	 	 	 	 	 	HOC
	 	 	 	 	Red Dye Additive	 	Additive Inj	 	Lubricity	 	 	 	HOC	 	HOC Supplies	 	Supplies
	 	 	 	 	Inj Fee?	 	Fee?	 	Additive Inj Fee?	 	Ethanol	 	Supplies	 	Gasoline	 	Lubricity
	Terminal Name	 	 	 	per bbl	 	per bbl	 	per bbl	 	Injection Fee?	 	Red Dye	 	Additive	 	Additive
	El Paso Terminal
	 	NRC-shipper	 	No	 	No	 	$0.1470	 	No	 	Yes	 	Yes	 	No
	Artesia Rack
	 	NRC-shipper	 	$0.2100	 	No	 	No	 	No	 	No	 	Yes	 	Yes
	Tucson Terminal
	 	NRC-shipper	 	$0.0290	 	$0.0408	 	$0.1470	 	$0.0408	 	No	 	Yes	 	No
	Moriarty Terminal
	 	NRC-shipper	 	No	 	No	 	$0.0504	 	No	 	Yes	 	Yes	 	Yes
	Bloomfield Terminal
	 	NRC-shipper	 	No	 	No	 	$0.0504	 	No	 	Yes	 	Yes	 	Yes
	Spokane Terminal
	 	HRM-shipper	 	$0.0261	 	$0.0356	 	$0.1470	 	No	 	No	 	No	 	No
	Woods Cross Terminal
	 	HRM-shipper	 	$0.0504	 	No	 	0.0504	 	No	 	Yes	 	No	 	No
	Burley Terminal
	 	HRM-shipper	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A
	Boise Terminal
	 	HRM-shipper	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A







C-1-1











 





EXHIBIT D




RULES AND REGULATIONS TARIFFS (INTERSTATE)




As of December 1, 2009




F.E.R.C. No. 7

Cancels F.E.R.C. No. 2




HOLLY ENERGY PARTNERS — OPERATING, L.P.




LOCAL TARIFF




RULES AND REGULATIONS




Governing the Transportation of




REFINED PETROLEUM PRODUCTS



The rules and regulations published herein apply only under tariffs making specific reference by
number to this tariff; such reference will include supplements hereto and successive issues hereof.
Specific rules and regulations published in individual tariffs will take precedence over rules and
regulations published herein.




ISSUED TO MAKE CORRECTIONS IN WORDING.




ALL
RATES, IF ANY, IN THIS ISSUE HAVE REMAINED UNCHANGED.




			
	ISSUED: May 31, 2005
	 	EFFECTIVE: July 1, 2005





The
provisions published herein will, if effective, not result in an effect on the quality of the
human environment.




	 	 	 
	Issued By
	 	[W] Compiled By
	Matthew P Clifton, CEO and Chairman
	 	[W] Jimmy Harrison, Supv General Accounting





Holly Energy Partners — Operating, L.P.

100 Crescent Court, Ste 1600

Dallas, TX 75201

[W] Phone (214) 871-3555       Fax (214) 615-9376



D-1









 





ALL
RATES, IF ANY, IN THIS ISSUE HAVE REMAINED UNCHANGED.



RULES AND REGULATIONS



This Company will receive Refined Petroleum Products for interstate transportation only to
established delivery stations on its own lines, and lines of connecting pipeline companies,
on the following conditions:




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	

	 		 	As used in these rules and regulations, the following terms
have the following meanings:

	 
	5

	 	Definitions
	 	“Barrels” means 42 United
States gallons at sixty degrees (60°) Fahrenheit. 

	 
	 

	 	 	 	“Carrier”
means Holly Energy Partners — Operating, L.P. 

	 
	 

	 	 	 	“Company”
means Holly Energy Partners — Operating, L.P.

	 
	 

	 	 	 	“Consignee”
means the party to whom a Shipper has ordered the delivery
of Refined Petroleum Products.

	 
	 

	 	 	 	“Nomination” means an offer
by a Shipper to Carrier of a stated quantity of Refined
Petroleum Products for transportation from origin to
specified destination.

	 
	 

	 	 	 	“Refined Petroleum Products” means
gasolines, diesel fuel, jet fuel, kerosene, No. 2 heating
oil, distillates, and liquefied petroleum gases that meet
the specifications set forth in Item 10 herein.

	 
	 

	 	 	 	“Shipment”
means a volume of Refined Petroleum Products offered to and
accepted by Carrier for transportation.

	 
	 

	 	 	 	“Shipper” means the
party who contracts with the Carrier for transportation of
Refined Petroleum Products under the terms of this tariff.

	 
	 

	 	 	 	“Transmix” means the mixture that occurs in normal pipeline
operations between non-compatible Refined Petroleum
Products.

	 
	 	 	 	 
	10

	 	Specifications and
Acceptance of
Product
	 	Refined Petroleum Products will be accepted for
transportation at such time as Refined Petroleum Products
of same quality and specifications are currently being
transported from receiving point to destination. Prior to
acceptance of Refined Petroleum Products for transportation
the Company may require from the Shipper a certificate
setting forth, in detail, the specifications of each
shipment of Refined Petroleum Products. Carrier may also
make such tests as it deems necessary.

	 
	 

	 	 	 	 All additives and
inhibitors to be included in Shipper’s Refined Petroleum
Products must first be approved by the Carrier before such
Refined Petroleum Products will be accepted for
transportation. If Refined Petroleum Products tendered by
Shipper do not contain corrosion inhibitor compound which
is satisfactory to Carrier, then Carrier may, at Shipper’s
expense, inject corrosion inhibitor compound in the Refined
Petroleum Products to be transported, and Shipper and
Consignee will accept delivery of shipments at destination
containing portions of the corrosion inhibitor compound.

	 
	 

	 	 	 	Refined Petroleum Products will be accepted for
transportation when Shipper has made necessary arrangements
(a) to provide facilities to tender such Refined Petroleum
Products and deliver same at Carrier’s receiving manifold
at the origin at pumping rates and pressures as required by
Carrier, and (b) to provide facilities at the destination
to receive the Refined Petroleum Products
tendered for transportation at flow rates and pressures
as required by Carrier.

	 
	 

	 	 	 	Carrier may require Shipper to
supply adequate buffer material when necessary for quality
control purposes to maintain segregation of Shipments of
Refined Petroleum Products.







For explanation of abbreviations, see concluding page of this tariff.




Holly Energy Partners — Operating, L.P. — F.E.R.C. No. 7

Page 2 of 5




D-2









 








RULES AND REGULATIONS




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	15

	 	Shipments-Nominations and
Minimum Tender
	 	Orders for the shipment of Refined Petroleum Products
will be accepted for transportation under this tariff in
quantities of not less than ten thousand (10,000) barrels
from one Shipper consigned to same destination.
Scheduling of all shipments shall be solely determined by
Carrier.

	 

	 	 	 	Any Shipper desiring transportation of Refined
Petroleum Products under this tariff must submit to
Carrier by the 20th day of each month a Nomination of the
type and quantity of Refined Petroleum Products to be
transported during the following month.

	 
	 

	 	 	 	Shippers will be
required to schedule their Refined Petroleum Products for
delivery into Carrier’s receiving tanks or suction
manifold at the origin to meet the cycle within which
Carrier schedules the Refined Petroleum Products to move.
Refined Petroleum Products shall be available for
shipment 24 hours before the scheduled date for movement
into the Carrier’s pipeline system. Shipper shall deliver
Refined Petroleum Products to Carrier at a pressure no
greater than 275 psig and at a flowing pressure of at
least 150 psig.

	 
	 	 	 	 
	20

	 	Mixing with Other Refined

Petroleum Products
	 	Carrier will endeavor to deliver substantially the same
Refined Petroleum Products as received from Shipper to
the extent permitted by Carrier’s facilities. However,
all shipments will be accepted for transportation only on
condition that it shall be subject to such changes in
gravity or quality while in transit as may result from
the mixture with other Refined Petroleum Products in the
pipelines.

	 
	 

	 	 	 	Carrier will allocate Transmix to all Shippers
in proportion to each Shipper’s volume of all Refined
Petroleum Products. Carrier will make Transmix available
for delivery to Shippers so that over time each Shipper
receives its proportionate share. Each Shipper must
accept delivery of Transmix from Carrier no later than 5
days after notification that Transmix is available for
distribution to Shipper. Shipper will have sole
responsibility for the disposition of its allocated
Transmix.

	 
	 	 	 	 
	25

	 	Refined Petroleum Products
to be Free from Liens and
Charges
	 	Company shall have the right to decline to receive any
Refined Petroleum Products which may be involved in
litigation or the title of which may be in dispute or
which may be encumbered by lien or charge of any kind,
and it may require of the Shipper satisfactory evidence
of his perfect and unencumbered title or satisfactory
indemnity bond to protect Company.

	 
	 	 	 	 
	30

	 	Commodity
	 	This Company is engaged in the transportation of Refined
Petroleum Products exclusively and therefore will not
accept any other commodity for transportation.

	 
	 	 	 	 
	35

	 	Payment of Transportation
and Other Charges
	 	The Shipper or Consignee shall pay the transportation
charges accruing on Refined Petroleum Products [W]
delivered at the final destination, and if required,
shall pay the same before delivery. Shipment for
transportation shall be subject to a lien for all such
charges.

	 

	 	 	 	 Unless Carrier requires payment of
transportation charges before delivery as allowed in this
item, transportation charges shall be due ten days after
receipt of invoice from Carrier for delivery of Refined
Petroleum Products. If such charges remain unpaid after
payment is due, such charges shall bear interest from the
date they became due until they are paid at a rate equal
to 125 % of the prime rate of interest as reported in the
Wall Street Journal as of the first of the month in which
the charges are due or the maximum finance rate allowed
by applicable law, whichever is less







For explanation of abbreviations, see concluding page of this tariff.




Holly Energy Partners — Operating, L.P. — F.E.R.C. No. 7

Page 3 of 5





D-3









 








RULES AND REGULATIONS




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	35

	 	Payment of
Transportation and
Other Charges
[continued]
	 	If Shipper or Consignee fails to pay the transportation
charges within 10 days after payment is due, Carrier
shall have the right to sell Shipper’s or Consignee’s
Refined Petroleum Products at public auction for cash.
The auction will be held between the hours often o/clock
a.m. and four o’clock p.m. on any day not a weekend or
legal holiday, and not less than twenty-four hours after
Shipper has been officially notified of the time and place
of such sale and the quantity, general description, and
location of the Refined Petroleum Products to be sold.
Carrier may be a bidder and purchaser at such sale. Out
of the proceeds of said sale, Carrier shall pay itself for
all transportation, demurrage, and other lawful charges,
expenses of notice, advertisement, sale and other
necessary expenses, and expenses of caring for and
maintaining the Refined Petroleum Products, and the
balance shall be held for whosoever may be lawfully
entitled thereto after the auction. If the proceeds of
said sale do not cover all expenses incurred by Carrier,
Shipper and Consignee, if any, are liable to Carrier for
any deficiency.

	 
	 	 	 	 
	40

	 	Liability of Carrier
	 	Carrier shall not be liable for loss of Refined Petroleum
Products in its custody, damage thereto, or delay caused
by fire, storm, flood, epidemics, Acts of God, riots,
insurrection, rebellion, war, act of the public enemy,
quarantine, nuclear or atomic explosion, strikes,
picketing, or other labor stoppages, whether of Carrier’s
employees or other, the authority of law, requisition or
necessity of Government of the United States in time of
war, default of Shipper or Shipper’s Consignee or any
other cause not due to the sole negligence of Carrier,
whether similar or dissimilar to the cause herein
enumerated. In the event of such loss, each Shipper shall
bear the loss in the same proportion as its share of the
total quantity involved and shall be entitled to receive
only so much of its share remaining after its due
proportion of the loss is deducted. Transportation
charges will be assessed only on the quantity delivered
net of volume corrections as set forth in Item No. 45
herein.

	 
	 	 	 	 
	45

	 	Gauging, Testing,
and Volume
Corrections
	 	Shipments tendered to Carrier for transportation
shall be tested by a representative of Carrier,
and gauged or measured by automatic equipment approved by
Carrier or by other methods acceptable in the industry, at
locations designated by Carrier. The Shipper shall have
the privilege of being present or represented at the
gauging and testing. Quantities will be computed from
correctly compiled tank tables or by Carrier approved
meters. Corrections will be made for temperature from
observed degrees Fahrenheit to sixty degrees (60°)
Fahrenheit.

	 
	 

	 	 	 	Shipper shall bear the actual product losses
for shrinkage and evaporation incident to pipeline
transportation up to a maximum of twenty-five hundredths
(0.25) of a percent. Carrier shall offset such product
losses with any product gains and shall determine the net
product losses on a calendar quarterly basis.

	 
	 	 	 	 
	50

	 	Duty of Carrier
	 	Carrier shall not be required to transport products except
with reasonable diligence, considering the quantity
to be transported, the distance of transportation,
safety of operation, and other material factors.







For explanation of abbreviations, see concluding page of this tariff.




Holly Energy Partners — Operating, L.P. — F.E.R.C. No. 7

Page 4 of 5





D-4









 








RULES AND REGULATIONS




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	55

	 	Line Fill
	 	Either prior to or after the acceptance of Shipments for
transportation through Carrier’s pipeline system, Carrier
may, upon reasonable notice, require each Shipper to
provide a prorata part of the volume of Refined Petroleum
Products necessary for pipeline fill. Refined Petroleum
Products provided by a Shipper for this purpose may be
withdrawn from the system only with the prior approval of
Carrier or after reasonable notice of such Shipper’s
intention.

	 
	 

	 	 	 	Carrier may require advance payment of
transportation charges on the volumes to be cleared from
Carrier’s pipeline system and of any unpaid accounts
receivable before final delivery of line fill will be
made. Carrier shall have a reasonable period of time
following receipt of Shipper’s notice to complete
administrative and operational requirements incidental to
Shipper’s withdrawal.

	 
	 	 	 	 
	60

	 	Pipeage Contracts
	 	Separate pipeage contracts in accord with this tariff and
these regulations, covering further details may be
required of the proposed Shipper before any duty of
transportation shall arise.

	 
	 	 	 	 
	65

	 	Claims, Suits, Time

for Filing
	 	As a condition precedent to recovery, claims must be filed
in writing with Carrier within nine (9) months after
delivery of the property, or in case of failure to make
delivery, then within nine (9) months after a reasonable
time for delivery has elapsed; and suits shall be
instituted against Carrier only within two (2) years and
one (1) day from the day when notice in writing is given
by Carrier to the claimant that Carrier has disallowed the
claim or any part or parts thereof specified in the
notice. Where claims are not filed or suits are not
instituted thereon in accordance with the foregoing
provisions, Carrier shall not be liable, and such claims
will not be paid.

	 
	 	 	 	 
	70

	 	Proration of
Pipeline Capacity
	 	When the total volume offered for shipment is greater than
can be transported within the period covered by such
offers, Refined Petroleum Products offered by each Shipper
for transportation will be transported in such quantities
and at such times to the limit of Carrier’s capacity so as
to avoid discrimination among Shippers. The details of
Carrier’s method of proration are contained in a document
entitled Holly Energy Partners — Operating, L.P. Proration
Policy, effective September 24, 2004, which will be made
available, upon request, to any Shipper or prospective
Shipper.







EXPLANATION OF ABBREVIATIONS




	 	 	 
	Abbreviation	 	Explanation
	No.

	 	Number
	FERC

	 	Federal Energy Regulatory Commission






EXPLANATION OF SYMBOLS




	 	 	 
	Abbreviation	 	Explanation
	     [W]

	 	Change in wording only






Holly Energy Partners — Operating, L.P. — F.E.R.C. No. 7

Page 5 of 5





D-5









 








EXHIBIT E




RULES AND REGULATIONS TARIFFS (INTRASTATE) 

As of December 1, 2009



New Mexico P.R.C. No. 4

Cancels New Mexico P.R.C. No. 2




HOLLY ENERGY PARTNERS — OPERATING, L.P.




LOCAL TARIFF




RULES AND REGULATIONS




Governing the Transportation of




REFINED PETROLEUM PRODUCTS




	 	 	 
	FROM	 	TO
	ARTESIA, NEW MEXICO
	 	MORIARTY, NEW MEXICO
	 	 	 
	 
	 	BLOOMFIELD, NEW MEXICO





The rules and regulations published herein apply only under tariffs making specific reference by
number to this tariff; such reference will include supplements hereto and successive issues
hereof. Specific rules and regulations published in individual tariffs will take precedence over
rules and regulations published herein.




ISSUED TO MAKE CORRECTIONS IN WORDING.




ALL
RATES, IF ANY, IN THIS ISSUE HAVE REMAINED UNCHANGED.




			
	 	 	 
	ISSUED: May 31, 2005
	 	EFFECTIVE: July 1, 2005





The provisions published herein will, if effective, not result in an effect on the quality of the
human environment.




	 	 	 
	Issued By
	 	[W] Compiled By
	Matthew P Clifton, CEO and Chairman
	 	[W] Jimmy Harrison, Supv General Accounting






Holly Energy Partners — Operating, L.P.

100 Crescent Court, Ste 1600

Dallas, TX 75201

[W] Phone
(214) 871-3555      Fax (214) 615-9376




E-1









 





ALL
RATES, IF ANY, IN THIS ISSUE HAVE REMAINED UNCHANGED



RULES AND REGULATIONS



This Company will receive Refined Petroleum Products for interstate transportation only to
established delivery stations on its own lines, and lines of connecting pipeline companies,
on the following conditions:




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	

	 	
	 	As used in these rules and regulations, the following
terms have the following meanings:
	 
	5

	 	Definitions	 	“Barrels” means 42
United States gallons at sixty degrees (60°) Fahrenheit.
	 
	 

	 	 	 	“Carrier” means Holly
Energy Partners — Operating, L.P.
	 
	 

	 	 	 	“Company” means Holly Energy Partners — Operating, L.P.
	 
	 

	 	 	 	“Consignee” means the party to whom a Shipper has ordered
the delivery of Refined Petroleum Products.

	 
	 

	 	 	 	 “Nomination”
means an offer by a Shipper to Carrier of a stated
quantity of Refined Petroleum Products for transportation
from origin to specified destination.

	 
	 

	 	 	 	“Refined Petroleum
Products” means gasolines, diesel fuel, jet fuel, kerosene,
No. 2 heating oil, distillates, and liquefied petroleum
gases that meet the specifications set forth in Item 10
herein.

	 
	 

	 	 	 	“Shipment” means a volume of Refined Petroleum
Products offered to and accepted by Carrier for
transportation. 

	 
	 

	 	 	 	“Shipper” means the party who contracts
with the Carrier for transportation of Refined Petroleum
Products under the terms of this tariff.

	 
	 

	 	 	 	“Transmix” means
the mixture that occurs in normal pipeline operations
between non-compatible Refined Petroleum Products.

	 
	 	 	 	 
	10

	 	Specifications and
Acceptance of
Product
	 	Refined Petroleum Products will be accepted for
transportation at such time as Refined Petroleum Products
of same quality and specifications are currently being
transported from receiving point to destination. Prior
to acceptance of Refined Petroleum Products for
transportation the Company may require from the Shipper a
certificate setting forth, in detail, the specifications
of each shipment of Refined Petroleum Products. Carrier
may also make such tests as it deems necessary.

	 
	 

	 	 	 	 All
additives and inhibitors to be included in Shipper’s
Refined Petroleum Products must first be approved by the
Carrier before such Refined Petroleum Products will be
accepted for transportation. If Refined Petroleum Products
tendered by Shipper do not contain corrosion inhibitor
compound which is satisfactory to Carrier, then Carrier
may, at Shipper’s expense, inject corrosion inhibitor
compound in the Refined Petroleum Products to be
transported, and Shipper and Consignee will accept
delivery of shipments at destination containing portions
of the corrosion inhibitor compound.

	 
	 

	 	 	 	Refined Petroleum
Products will be accepted for transportation when Shipper
has made necessary arrangements (a) to provide facilities
to tender such Refined Petroleum Products and deliver same
at Carrier’s receiving manifold at the origin at pumping
rates and pressures as required by Carrier, and (b) to
provide facilities at the destination to receive the
Refined Petroleum Products tendered for transportation
at flow rates and pressures as required by Carrier.

	 
	 

	 	 	 	Carrier may require Shipper to supply adequate buffer
material when necessary for quality control purposes
to maintain segregation of Shipments of Refined
Petroleum Products.







For explanation of abbreviations, see concluding page of this tariff.




Holly
Energy Partners — Operating, L.P. — New Mexico P.R.C. No. 4

Page 2 of 5





E-2









 








RULES AND REGULATIONS




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	15

	 	Shipments-Nominations
and Minimum Tender
	 	Orders for the shipment of Refined Petroleum Products will
be accepted for transportation under this tariff in
quantities of not less than ten thousand (10,000) barrels
from one Shipper consigned to same destination.
Scheduling of all shipments shall be solely determined by
Carrier.

	 

	 	 	 	Any Shipper desiring transportation of Refined
Petroleum Products under this tariff must submit to
Carrier by the 20th day of each month a Nomination of the
type and quantity of Refined Petroleum Products to be
transported during the following month.

	 
	 

	 	 	 	Shippers will be
required to schedule their Refined Petroleum Products for
delivery into Carrier’s receiving tanks or suction
manifold at the origin to meet the cycle within which
Carrier schedules the Refined Petroleum Products to move.
Refined Petroleum Products shall be available for
shipment 24 hours before the scheduled date for movement
into the Carrier’s pipeline system. Shipper shall deliver
Refined Petroleum Products to Carrier at a pressure no
greater than 275 psig and at a flowing pressure of at
least 150 psig.

	 
	 	 	 	 
	20

	 	Mixing with Other

Refined Petroleum

Products
	 	Carrier will endeavor to deliver substantially the same
Refined Petroleum Products as received from Shipper to the
extent permitted by Carrier’s facilities. However, all
shipments will be accepted for transportation only on
condition that it shall be subject to such changes in
gravity or quality while in transit as may result from the
mixture with other Refined Petroleum Products in the
pipelines.
 
Carrier will allocate Transmix to all Shippers
in proportion to each Shipper’s volume of all Refined
Petroleum Products. Carrier will make Transmix
available for delivery to Shippers so that over time each
Shipper receives its proportionate share. Each Shipper
must accept delivery of Transmix from Carrier no later
than 5 days after notification that Transmix is available
for distribution to Shipper. Shipper will have sole
responsibility for the disposition of its allocated
Transmix.

	 
	 	 	 	 
	25

	 	Refined Petroleum
Products to be Free
from Liens and
Charges
	 	Company shall have the right to decline to receive any
Refined Petroleum Products which may be involved in
litigation or the title of which may be in dispute or
which may be encumbered by lien or charge of any kind, and
it may require of the Shipper satisfactory evidence of his
perfect and unencumbered title or satisfactory indemnity
bond to protect Company.

	 
	 	 	 	 
	30

	 	Commodity
	 	This Company is engaged in the transportation of Refined
Petroleum Products exclusively and therefore will not
accept any other commodity for transportation.

	 
	 	 	 	 
	35

	 	Payment of
Transportation and
Other Charges
	 	The Shipper or Consignee shall pay the transportation
charges accruing on Refined Petroleum Products [W]
delivered at the final destination, and if required, shall
pay the same before delivery. Shipment for transportation
shall be subject to a lien for all such charges.

	 

	 	 	 	Unless
Carrier requires payment of transportation charges before
delivery as allowed in this item, transportation charges
shall be due ten days after receipt of invoice from
Carrier for delivery of Refined Petroleum Products. If
such charges remain unpaid after payment is due, such
charges shall bear interest from the date they became due
until they are paid at a rate equal to 125 % of the prime
rate of interest as reported in the Wall Street Journal as
of the first of the month in which the charges are due or
the maximum finance rate allowed by applicable law,
whichever is less







For explanation of abbreviations, see concluding page of this tariff.




Holly Energy Partners — Operating, L.P. — New Mexico P.R.C. No. 4

Page 3 of 5





E-3











 





RULES AND REGULATIONS




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	35

	 	Payment of Transportation and
Other Charges [continued]
	 	If Shipper or Consignee fails to pay the transportation
charges within 10 days after payment is due, Carrier
shall have the right to sell Shipper’s or Consignee’s
Refined Petroleum Products at public auction for cash.
The auction will be held between the hours of ten o/clock
a.m. and four o’clock p.m. on any day not a weekend or
legal holiday, and not less than twenty-four hours after
Shipper has been officially notified of the time and place
of such sale and the quantity, general description, and
location of the Refined Petroleum Products to be sold.
Carrier may be a bidder and purchaser at such sale. Out
of the proceeds of said sale, Carrier shall pay itself for
all transportation, demurrage, and other lawful charges,
expenses of notice, advertisement, sale and other
necessary expenses, and expenses of caring for and
maintaining the Refined Petroleum Products, and the
balance shall be held for whosoever may be lawfully
entitled thereto after the auction. If the proceeds of
said sale do not cover all expenses incurred by Carrier,
Shipper and Consignee, if any, are liable to Carrier for
any deficiency.

	 
	 	 	 	 
	40

	 	Liability of Carrier
	 	Carrier shall not be liable for loss of Refined Petroleum
Products in its custody, damage thereto, or delay caused
by fire, storm, flood, epidemics, Acts of God, riots,
insurrection, rebellion, war, act of the public enemy,
quarantine, nuclear or atomic explosion, strikes,
picketing, or other labor stoppages, whether of Carrier’s
employees or other, the authority of law, requisition or
necessity of Government of the United States in time of
war, default of Shipper or Shipper’s Consignee or any
other cause not due to the sole negligence of Carrier,
whether similar or dissimilar to the cause herein
enumerated. In the event of such loss, each Shipper shall
bear the loss in the same proportion as its share of the
total quantity involved and shall be entitled to receive
only so much of its share remaining after its due
proportion of the loss is deducted. Transportation
charges will be assessed only on the quantity delivered
net of volume corrections as set forth in item No. 45
herein.

	 
	 	 	 	 
	45

	 	Gauging, Testing, and Volume
Corrections
	 	Shipments tendered to Carrier for transportation
shall be tested by a representative of Carrier, and
gauged or measured by automatic equipment approved by
Carrier or by other methods acceptable in the industry, at
locations designated by Carrier. The Shipper shall have
the privilege of being present or represented at the
gauging and testing. Quantities will be computed from
correctly compiled tank tables or by Carrier approved
meters. Corrections will be made for temperature from
observed degrees Fahrenheit to sixty degrees (60°)
Fahrenheit.

Shipper shall bear the actual product losses
for shrinkage and evaporation incident to pipeline
transportation up to a maximum of twenty-five hundredths
(0.25) of a percent. Carrier shall offset such product
losses with any product gains and shall determine the net
product losses on a calendar quarterly basis.

	 
	 	 	 	 
	50

	 	Duty of Carrier
	 	Carrier shall not be required to transport products
except with reasonable diligence, considering the
quantity to be transported, the distance of
transportation, safety of operation, and other material
factors.







For explanation of abbreviations, see concluding page of this tariff.




Holly Energy Partners — Operating, L.P. — New Mexico P.R.C. No. 4

Page 4 of 5




E-4









 





RULES AND REGULATIONS




	 	 	 	 	 
	Item No.	 	Subject	 	Application
	55

	 	Line Fill
	 	Either prior to or after the acceptance of Shipments for
transportation through Carrier’s pipeline system, Carrier
may, upon reasonable notice, require each Shipper to
provide a prorata part of the volume of Refined Petroleum
Products necessary for pipeline fill. Refined Petroleum
Products provided by a Shipper for this purpose may be
withdrawn from the system only with the prior approval of
Carrier or after reasonable notice of such Shipper’s
intention.
  
Carrier may require advance payment of
transportation charges on the volumes to be cleared from
Carrier’s pipeline system and of any unpaid accounts
receivable before final delivery of line fill will be
made. Carrier shall have a reasonable period of time
following receipt of Shipper’s notice to complete
administrative and operational requirements incidental to
Shipper’s withdrawal.

	 
	 	 	 	 
	60

	 	Pipeage Contracts
	 	Separate pipeage contracts in accord with this tariff and
these regulations, covering further details may be
required of the proposed Shipper before any duty of
transportation shall arise.

	 
	 	 	 	 
	65

	 	Claims, Suits, Time for Filing
	 	As a condition precedent to recovery, claims must be filed
in writing with Carrier within nine (9) months after
delivery of the property, or in case of failure to make
delivery, then within nine (9) months after a reasonable
time for delivery has elapsed; and suits shall be
instituted against Carrier only within two (2) years and
one (1) day from the day when notice in writing is given
by Carrier to the claimant that Carrier has disallowed the
claim or any part or parts thereof specified in the
notice. Where claims are not filed or suits are not
instituted thereon in accordance with the foregoing
provisions, Carrier shall not be liable, and such claims
will not be paid.

	 
	 	 	 	 
	70

	 	Proration of Pipeline Capacity
	 	When the total volume offered for shipment is greater than
can be transported within the period covered by such
offers, Refined Petroleum Products offered by each Shipper
for transportation will be transported in such quantities
and at such times to the limit of Carrier’s capacity so as
to avoid discrimination among Shippers. The details of
Carrier’s method of proration are contained in a document
entitled Holly Energy Partners — Operating, L.P.
Proration Policy, effective September 24, 2004, which will
be made available, upon request, to any Shipper or
prospective Shipper.







EXPLANATION OF ABBREVIATIONS




	 	 	 
	Abbreviation	 	Explanation
	No.

	 	Number






EXPLANATION OF SYMBOLS




	 	 	 
	Abbreviation	 	Explanation
	[W]

	 	Change in wording only.






Holly Energy Partners — Operating, L.P. — New Mexico P.R.C. No. 4

Page 5 of 5





E-5









 








EXHIBIT F




INTERSTATE TARIFF RATES




As of December 1, 2009




F.E.R.C. No. 42

Cancels F.E.R.C. No. 33




HOLLY ENERGY PARTNERS — OPERATING, L.P.

LOCAL INCENTIVE AND NON INCENTIVE PIPELINE TARIFF




 RATES APPLYING ON THE TRANSPORTATION OF




REFINED PETROLEUM PRODUCTS




	 	 	 
	FROM	 	TO
	ARTESIA, NEW MEXICO
	 	EL PASO, TEXAS





The rates named in this Tariff are expressed in dollars per barrel of forty-two (42) United States
Gallons and are subject to change as provided by law.



Governed, except as otherwise provided herein, by rules and regulations shown in Holly Energy
Partners —
Operating, L.P. F.E.R.C. No. 7, supplements thereto or reissues thereof.



The rate increase is filed in compliance of 18 CFR 342.3(a), Indexing, Rate Changes.

Issued on 30 days’ notice.




			
	 ISSUED:
May 30, 2009
	 	EFFECTIVE: July 1, 2009





The provisions published herein will, if effective, not result in an effect on the quality of the
human environment.




	 	 	 
	Issued By	 	Compiled By
	Matthew P Clifton, CEO and Chairman
	 	Jimmy Harrison, Director,
Financial Accounting & Reporting






Holly Energy Partners — Operating, L.P.

100 Crescent Court, Ste 1600

Dallas, TX 75201

Phone (214) 871-3555 Fax (214) 615-9376




F-1









 





TABLE OF RATES

RATES IN DOLLARS PER BARREL OF 42 UNITED STATES GALLONS




	 	 	 	 	 	 	 
	ORIGIN	 	 	 	 	 	RATE
	CARRIER’S RECEIVING POINT	 	DESTINATION	 	RATE	 	TYPE
	Artesia, New Mexico
	 	El Paso, Texas
	 	[I] 1.6785
	 	Non- Incentive
	 	 	[I] 1.0822
	 	Incentive







INCENTIVE RATE TERMS: Incentive rate applicable to all barrels Shipper ships (except
movements of isobutane, propane or normal butane) in a calendar month in excess of a
quantity equal to 50,000 barrels per day multiplied by the number of days in such
calendar month.



Explanation
of Symbols





	[I]	 	Increased Rate





Holly
Energy Partners — Operating, L.P. — F.E.R.C. No. 42

Page 2 of 2





F-2









 








EXHIBIT G




INTRASTATE TARIFF RATES




As
of December 1, 2009




New Mexico P.R.C. No. 27

Cancels New Mexico P.R.C. No. 24




HOLLY ENERGY PARTNERS — OPERATING, L.P.

LOCAL INCENTIVE AND NON INCENTIVE TARIFF




APPLYING ON THE TRANSPORTATION OF




REFINED PETROLEUM PRODUCTS




	 	 	 
	FROM	 	TO
	ARTESIA, NEW MEXICO
	 	MORIARTY, NEW MEXICO
	 
	 	BLOOMFIELD, NEW MEXICO





The rates named in this Tariff are expressed in dollars per barrel of forty-two (42) United States
Gallons and are subject to change as provided by law.



Governed, except as otherwise provided herein, by rules and regulations shown in Holly
Energy Partners — Operating, L.P. New Mexico P.R.C. No. 4,
supplements thereto or reissues thereof.



The rate increase is filed as Settlement Rates.




			
	 ISSUED: May 28, 2009
	 	EFFECTIVE: July 1, 2009





The provisions published herein will, if effective, not result in an effect on the quality of the
human environment.




	 	 	 
	Issued By

	 	Compiled By
	Matthew P. Clifton, CEO
and Chairman

	 	Jimmy Harrison, Director, Financial Accounting & Reporting






Holly Energy Partners — Operating, L.P.

100 Crescent Court, Ste 1600

Dallas, TX 75201

Phone (214) 871-3555 fax (214) 615-9376




G-1









 





TABLE
OF RATES

RATES IN DOLLARS PER BARREL OF 42 UNITED STATES GALLONS




	 	 	 	 	 	 	 
	ORIGIN	 	 	 	 	 	RATE
	CARRIER’S RECEIVING POINT	 	DESTINATION	 	RATE	 	TYPE
	Artesia, New Mexico
	 	Moriarty, New Mexico
	 	[I] 1.6785
	 	Non-Incentive
	 	 
	[I] 1.0822
	 	Incentive
	 	Bloomfield, New Mexico	 	[I] 1.7379
	 	Non-Incentive





INCENTIVE
RATE TERMS: Incentive rate applicable to (1) all barrels Shipper ships (except movements
of isobutane, propane or normal butane) to Moriarty, New Mexico In a
calendar month in excess of a
quantity equal to 17,000 barrels per day multiplied by the number of days in such calendar month.




Explanation of Symbols





	[I]  	 	Increased Rate





Holly Energy Partners — Operating, L.P. — New Mexico P.R.C. No. 27

Page 2 of 2




G-2









 





EXHIBIT H




FACILITY EXPANSIONS AND MODIFICATIONS




As of December 1, 2009



1. South System Expansion. As of October 15, 2007, (1) the Partnership Entities agree to
expand the South System by (A) replacing approximately 85 miles of 8” pipe with 12” pipe, (B)
adding 150,000 barrels of refined product storage at the El Paso, Texas terminal (the “El Paso
Facility”), (C) improving pumps on the South System, (D) adding a tie-in to the Kinder-Morgan
pipeline to Tucson and Phoenix, Arizona and (E) making related modifications to the South System
(together with all related modifications, the “South System
Expansion”); (2) the Partnership
Entities agree to incur all necessary costs to effectuate the South System Expansion (the
“South System Expansion Costs”), which South System Expansion Costs are expected to be
approximately $48,300,000; (3) the Partnership Entities shall carry out the South System Expansion
as expeditiously as reasonably possible so that the project, excluding the Kinder-Morgan El Paso
pump station improvements, will be completed not later than July 31, 2009; and (4) in the event
that the capital investment required for the South System Expansion, other than actual pipe costs
and tank construction costs, exceeds $35,398,000, the base and incentive tariffs on the Refined
Product Pipelines shall, effective as of the first day of the month immediately following the month
in which the South System Expansion is completed, be increased from the amount set forth on
Exhibit F and Exhibit G (as then in effect) by an amount equal to $0.0005 per
$100,000 of such excess, with the resulting tariff rounded to the nearest 1/10 of a cent per
barrel.





H-1