exv10w1






Exhibit 10.1




EXECUTION VERSION




      




LLC INTEREST PURCHASE AGREEMENT




(East Tanks/Lovington)



among




HOLLY CORPORATION





and



HOLLY REFINING & MARKETING — TULSA, LLC

and

LEA REFINING COMPANY

as Sellers




and




HEP TULSA LLC

and

HEP REFINING, L.L.C.

as Buyers




Dated as of March 31, 2010




      




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 
I DEFINED TERMS
	 	 	2	 
	 
	 	 	 	 
	1.1 Defined Terms
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II TRANSFER OF LLC INTERESTS AND CONSIDERATION
	 	 	8	 
	 
	 	 	 	 
	2.1 Transfer of HEP Storage Tulsa Interests
	 	 	8	 
	2.2 Tulsa East Consideration
	 	 	8	 
	2.3 Transfer of HEP Storage Lovington Interests
	 	 	8	 
	2.4 Lovington Consideration
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III CLOSING
	 	 	9	 
	 
	 	 	 	 
	3.1 Closing
	 	 	9	 
	3.2 Deliveries by the Seller
	 	 	9	 
	3.3 Deliveries by the Buyers
	 	 	10	 
	3.4 Prorations
	 	 	10	 
	3.5 Closing Costs; Transfer Taxes and Fees
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS
	 	 	11	 
	 
	 	 	 	 
	4.1 Organization
	 	 	11	 
	4.2 Authorization
	 	 	11	 
	4.3 Status of Companies
	 	 	11	 
	4.4 No Conflicts or Violations; No Consents or Approvals Required
	 	 	12	 
	4.5 Absence of Litigation
	 	 	13	 
	4.6 Title to LLC Interests; Capitalization
	 	 	13	 
	4.7 Title to Assets
	 	 	13	 
	4.8 Condition of Assets
	 	 	14	 
	4.9 No Undisclosed Liabilities
	 	 	14	 
	4.10 No Employees
	 	 	14	 
	4.11 Taxes
	 	 	14	 
	4.12 Brokers and Finders
	 	 	14	 
	4.13 Permits
	 	 	14	 
	4.14 WAIVERS AND DISCLAIMERS
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYERS
	 	 	15	 
	 
	 	 	 	 
	5.1 Organization
	 	 	15	 
	5.2 Authorization
	 	 	15	 
	5.3 No Conflicts or Violations; No Consents or Approvals Required
	 	 	16	 
	5.4 Absence of Litigation
	 	 	16	 
	5.5 Brokers and Finders
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF HOLLY
	 	 	16	 
	 
	 	 	 	 
	6.1 Organization
	 	 	16	 
	6.2 Authorization
	 	 	16	 
	6.3 No Conflicts or Violations; No Consents or Approvals Required
	 	 	17	 






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TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	 	Page	 
	6.4 Absence of Litigation
	 	 	17	 
	6.5 Brokers and Finders
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VII COVENANTS
	 	 	17	 
	 
	 	 	 	 
	7.1 Cooperation
	 	 	17	 
	7.2 Additional Agreements
	 	 	18	 
	7.3 Post Closing Consents
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VIII ADDITIONAL AGREEMENTS
	 	 	18	 
	 
	 	 	 	 
	8.1 Further Assurances
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IX INDEMNIFICATION
	 	 	18	 
	 
	 	 	 	 
	9.1 Indemnification of Buyers and Sellers
	 	 	18	 
	9.2 Defense of Third-Party Claims
	 	 	18	 
	9.3 Direct Claims
	 	 	19	 
	9.4 Limitations
	 	 	20	 
	9.5 Tax Related Adjustments
	 	 	20	 
	9.6 Acknowledgement of Environmental Indemnity
	 	 	20	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	20	 
	 
	 	 	 	 
	10.1 Expenses
	 	 	20	 
	10.2 Notices
	 	 	20	 
	10.3 Severability
	 	 	23	 
	10.4 Governing Law; Waiver of Jury Trial
	 	 	23	 
	10.5 Arbitration Provision
	 	 	23	 
	10.6 Parties in Interest
	 	 	24	 
	10.7 Assignment of Agreement
	 	 	24	 
	10.8 Counterparts
	 	 	24	 
	10.9 Director and Officer Liability
	 	 	24	 
	10.10 Integration
	 	 	24	 
	10.11 Effect of Agreement
	 	 	24	 
	10.12 Amendment; Waiver
	 	 	25	 
	10.13 Survival of Representations and Warranties
	 	 	25	 
	 
	 	 	 	 
	ARTICLE XI GUARANTEE
	 	 	25	 
	 
	 	 	 	 
	11.1 Payment and Performance Guaranty
	 	 	25	 
	11.2 Guaranty Absolute
	 	 	25	 
	11.3 Waiver
	 	 	26	 
	11.4 Subrogation Waiver
	 	 	26	 
	11.5 Reinstatement
	 	 	26	 
	11.6 Continuing Guaranty
	 	 	26	 
	11.7 No Duty to Pursue Others
	 	 	26	 






ii









 






TABLE OF CONTENTS

(Continued)




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE XII INTERPRETATION
	 	 	27	 
	 
	 	 	 	 
	12.1 Interpretation
	 	 	27	 
	12.2 References, Gender, Number
	 	 	28	 







 












 





LLC INTEREST PURCHASE AGREEMENT




(East Tanks/Lovington)



     THIS LLC INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of March 31, 2010, is made
and entered into by and among Holly Corporation, a Delaware corporation (“Holly”), Holly Refining &
Marketing — Tulsa, LLC, a Delaware limited liability company (“Holly Tulsa”), Lea Refining
Company, a Delaware corporation (“Lea,” and together with Holly Tulsa, the “Sellers”), HEP Tulsa
LLC, a Delaware limited liability company (“HEP Tulsa”), and HEP Refining, L.L.C., a Delaware
limited liability company (“HEP Refining,” and together with HEP Tulsa, the “Buyers”). The
above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively
as the “Parties.”



     WHEREAS, (i) Holly Tulsa is the sole member of Holly Energy Storage — Tulsa LLC, a Delaware
limited liability company (“HEP Storage Tulsa”); and (ii) Lea is the sole member of Holly Energy
Storage — Lovington LLC, a Delaware limited liability company (“HEP Storage Lovington” and,
together with HEP Storage Tulsa, the “Companies”);



     WHEREAS, (i) Holly Tulsa has transferred to HEP Storage Tulsa the “Transferred Tulsa East
Assets” (as such term is defined herein); and (ii) Lea and Navajo (as such term is defined herein)
have transferred to HEP Storage Lovington the “Transferred Lovington Assets” (as such term is
defined herein, and together with the Transferred Tulsa East Assets, the “Assets”);



     WHEREAS, (i) HEP Tulsa wishes to purchase all of the issued and outstanding membership
interests of HEP Storage Tulsa (the “HEP Storage Tulsa Interests”) from Holly Tulsa; and (ii) HEP
Refining wishes to purchase all of the issued and outstanding membership interests of HEP Storage
Lovington (the “HEP Storage Lovington Interests” and, together with the HEP Storage Tulsa
Interests, the “LLC Interests”) from Lea, and thereby indirectly acquire the Assets;



     WHEREAS, pursuant to a Lease Agreement dated August 1, 1990, by and between Navajo Refining
Company, LLC a Delaware limited liability company (“Navajo”) and Lea (the “Navajo Lease”), Lea has
leased to Navajo, among other things, certain of the Transferred Lovington Assets, which Navajo
Lease will be partially terminated and amended with respect to the land underlying the Transferred
Lovington Assets (the “Navajo Partial Termination”);



     WHEREAS, contemporaneously with the execution and delivery of this Agreement, (i) Holly Tulsa
has entered into an amended and restated throughput agreement with HEP Storage Tulsa and HEP Tulsa
regarding its and its affiliates’ use of and tariffs payable with regard to the Transferred Tulsa
East Assets (the “Amended Tulsa East Throughput Agreement”) and (ii) Navajo has entered into a
throughput agreement with HEP Storage Lovington regarding its and its affiliates’ use of and
tariffs payable with regard to the Transferred Lovington Assets (the “Lovington Throughput
Agreement,” and together with the Amended Tulsa East Throughput Agreement, the “Throughput
Agreements”);



     WHEREAS, contemporaneously with the execution and delivery of this Agreement,



1









 





Holly Tulsa, HEP Storage Tulsa and HEP Tulsa have entered into (i) an amended Site Services
Agreement regarding site services for the Transferred Tulsa East Assets (the “Amended Site Services
Agreement”), and (ii) an amended Lease and Access Agreement regarding the land underlying the
Transferred Tulsa East Assets (the “Amended Tulsa East Lease and Access Agreement”);




     WHEREAS, contemporaneously with the execution and delivery of this Agreement, Lea and HEP
Storage Lovington have entered into a Lease and Access Agreement regarding the land underlying the
Transferred Lovington Assets (the “Lovington Sublease and Access Agreement,” and together with the
Amended Tulsa East Lease and Access Agreement, the “Lease and Access Agreements”); and



     WHEREAS, the Parties wish to amend certain provisions of each of (i) the Omnibus Agreement and
(ii) the Pipeline Agreement (as each as defined below).



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein
and in the Amended Omnibus Agreement (as well as (i) the execution and delivery of the Throughput
Agreements, (ii) the execution and delivery of the Amended Pipeline Agreement, (iii) the execution
and delivery of the Amended Site Services Agreement, and (iv) the execution and delivery of the
Lease and Access Agreements), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:



ARTICLE I




DEFINED TERMS



     1.1 Defined Terms. Unless the context expressly requires otherwise, the respective
terms defined in this Section 1.1 shall, when used in this Agreement, have the respective
meanings herein specified, with each such definition to be equally applicable both to the singular
and the plural forms of the term so defined.



     “Action” shall mean any claim, action, suit, investigation, inquiry, proceeding, condemnation
or audit by or before any court or other Governmental Entity or any arbitration proceeding.



     “affiliate” means, with respect to a specified person, any other person controlling,
controlled by or under common control with that first person. As used in this definition, the term
“control” includes (i) with respect to any person having voting securities or the equivalent and
elected directors, managers or persons performing similar functions, the ownership of or power to
vote, directly or indirectly, voting securities or the equivalent representing fifty percent (50%)
or more of the power to vote in the election of directors, managers or persons performing similar
functions, (ii) ownership of fifty percent (50%) or more of the equity or equivalent interest in
any person and (iii) the ability to direct the business and affairs of any person by acting as a
general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this
Agreement, the Seller, on the one hand, and the Buyer, on the other hand, shall not be considered
affiliates of each other.



2









 





     “Agreement” shall have the meaning set forth in the preamble.



     “Amended Omnibus Agreement” shall have the meaning set forth in Section 3.2(f).



     “Amended Pipeline Systems Operating Agreement” shall have the meaning set forth in Section
3.2(e).



     “Ancillary Documents” means, collectively, the Buyer Ancillary Documents and the Seller
Ancillary Documents.



     “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 Entity 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 Entity), 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 Seller, on the one hand, and any Buyer, 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.



     “Assets” shall mean, collectively, the Transferred Tulsa East Assets and the Transferred
Lovington Assets.



     “business day” means any day on which banks are open for business in Texas, other than
Saturday or Sunday.



     “Buyers” shall have the meaning set forth in the preamble.



     “Buyer Ancillary Documents” means each agreement, document, instrument or certificate to be
delivered by the Buyers, or their affiliates, at the Closing pursuant to Section 3.3 hereof
and each other document or Contract entered into by the Buyers, or their affiliates, in connection
with this Agreement or the Closing.



     “Buyer Indemnified Costs” means (a) any and all damages, losses, claims, liabilities, demands,
charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’
fees and expenses incurred in investigating and preparing for any litigation or proceeding) that
any of the Buyer Indemnified Parties incurs and that arise out of or relate to any breach of a
representation, warranty or covenant of a Seller under this Agreement, and (b) any and all actions,
suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including
reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in
the foregoing to the contrary, Buyer Indemnified Costs shall exclude any and all indirect,
consequential, punitive or exemplary damages (other than those that



3









 




are a result of (x) a third-party claim for such indirect, consequential, punitive or
exemplary damages or (y) the gross negligence or willful misconduct of a Seller).




     “Buyer Indemnified Parties” means each Buyer and each officer, director, partner, manager,
employee, consultant, stockholder, and affiliate of each Buyer, including, without limitation, the
Partnership.



     “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” shall have the meaning set forth in Section 10.5.



     “Closing” shall have the meaning set forth in Section 3.1.



     “Closing Date” shall have the meaning set forth in Section 3.1.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Companies” shall have the meaning set forth in the recitals.



     “Consents” means all notices to, authorizations, consents, Orders or approvals of, or
registrations, declarations or filings with, or expiration of waiting periods imposed by, any
Governmental Entity, and any notices to, consents or approvals of any other third party, in each
case that are required by applicable Law or by Contract in order to consummate the transactions
contemplated by this Agreement and the Ancillary Documents.



     “Contract” means any written or oral contract, agreement, indenture, instrument, note, bond,
loan, lease, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding
term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally
binding arrangement, including any amendments or modifications thereof and waivers relating
thereto.



     “Effective Time” shall have the meaning set forth in Section 3.1.



     “Encumbrance” means any mortgage, pledge, charge, hypothecation, claim, easement, right of
purchase, security interest, deed of trust, conditional sales agreement, encumbrance, interest,
option, lien, right of first refusal, right of way, defect in title, encroachments or other
restriction, whether or not imposed by operation of Law, any voting trust or voting agreement,
stockholder agreement or proxy.



     “Global CAA Consent Decree” means the judicial consent decree entered into by Sinclair Tulsa
Refining Co. in United States, et al. v. Sinclair Tulsa Refining Co., No. 2:08-CV-00020-WFD, as the
same has been subsequently modified.



     “Governmental Entity” means any Federal, state, local or foreign court or governmental



4









 




agency, authority or instrumentality or regulatory body.




     “HEP Refining” means HEP Refining, L.L.C., a Delaware limited liability company.



     “HEP Storage Lovington” means Holly Energy Storage — Lovington LLC, a Delaware limited
liability company.



     “HEP Storage Tulsa” means Holly Energy Storage — Tulsa LLC, a Delaware limited liability
company.



     “HEP Tulsa” means HEP Tulsa LLC, a Delaware limited liability company.



     “Holly” means Holly Corporation, a Delaware corporation.



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



     “Indemnified Costs” means the Buyer Indemnified Costs and the Seller Indemnified Costs, as
applicable.



     “Indemnified Party” means the Buyer Indemnified Parties and the Seller Indemnified Parties.



     “Indemnifying Party” has the meaning set forth in Section 9.2.



     “knowledge” and any variations thereof or words to the same effect shall mean (i) with respect
to the Sellers, actual knowledge after reasonable inquiry of the following persons: David L. Lamp
and George J. Damiris; and (ii) with respect to the Buyers, actual knowledge after reasonable
inquiry of the following persons: David G. Blair and Mark Cunningham.



     “Laws” means all statutes, laws, rules, regulations, Orders, ordinances, writs, injunctions,
judgments and decrees of all Governmental Entities.



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



     “Lease and Access Agreements” shall have the meaning set forth in the recitals.



     “Lovington Conveyance” means, together, the Conveyance, Bill of Sale and Assignment from Lea
to HEP Storage Lovington, and the Conveyance, Bill of Sale and Assignment from Navajo to HEP
Storage Lovington, each dated March 31, 2010.



     “Lovington Lease and Access Agreement” shall have the meaning set forth in the recitals.



     “Lovington Permits” shall have the meaning set forth in Section 4.13.



     “Lovington Purchase Price” shall have the meaning set forth in Section 2.4.



     “Material Adverse Effect” means any adverse change, circumstance, effect or condition in or
relating to the assets, financial condition, results of operations, or business of any person



5









 




that materially affects the business of such person or that materially impedes the ability of
any person to consummate the transactions contemplated hereby, other than any change, circumstance,
effect or condition in the refining or pipelines industries generally (including any change in the
prices of crude oil, natural gas, natural gas liquids, feedstocks or refined products or other
hydrocarbon products, industry margins or any regulatory changes or changes in Law) or in United
States or global economic conditions or financial markets in general. Any determination as to
whether any change, circumstance, effect or condition has a Material Adverse Effect shall be made
only after taking into account all effective insurance coverages and effective third-party
indemnifications with respect to such change, circumstance, effect or condition.




     “Navajo Lease” shall have the meaning set forth in the recitals.



     “Navajo Partial Termination” shall have the meaning set forth in the recitals.



     “Omnibus Agreement” means that certain Third Amended and Restated Omnibus Agreement entered
into and effective as of December 1, 2009, by and among Holly, Navajo, Holly Logistic Services,
L.L.C., a Delaware limited liability company, the Partnership, Holly Energy Partners-Operating,
L.P., HEP Logistics GP, L.L.C., a Delaware limited liability company and HEP Logistics Holdings,
L.P., a Delaware limited partnership, and the other Holly affiliates and Partnership affiliates
signatory thereto, and as amended and restated as of the Closing Date.



     “Order” means any order, writ, injunction, decree, compliance or consent order or decree,
settlement agreement, schedule and similar binding legal agreement issued by or entered into with a
Governmental Entity.



     “Partnership” means Holly Energy Partners, L.P., a Delaware limited partnership.



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



     “Payment Obligations” shall have the meanings set forth in Section 11.1.



     “Permits” shall have the meaning set forth in Section 4.13.



     “Permitted Encumbrances” means (i) statutory liens for current taxes or assessments not yet
due or delinquent or the validity of which are being contested in good faith by appropriate
proceedings; (ii) mechanics’, carriers’, workers’, repairmen’s, landlord’s and other similar liens
imposed by law arising or incurred in the ordinary course of business with respect to charges not
yet due and payable; (iii) with respect to the Transferred Lovington Assets, the rights of the City
of Lovington as master landlord under leases pursuant to which Lea leases the land on which the
Lovington refinery site is located; and (iv) such other encumbrances, if any, which were not
incurred in connection with the borrowing of money or the advance of credit and which do not
materially detract from the value of or interfere with the present use, or any use presently
anticipated by the Seller, of the property subject thereto or affected thereby, and including
without limitation capital leases.



     “person” means any individual, firm, corporation, partnership, limited liability company,



6









 




trust, joint venture, Governmental Entity or other entity.




     “Pipeline Agreement” means that certain Pipeline Systems Operating Agreement, effective as of
December 1, 2009, by and among Navajo, Lea, Woods Cross Refining Company, L.L.C., a Delaware
limited liability company, Holly Tulsa, and Holly Energy Partners — Operating, L.P., a Delaware
limited partnership, and as amended and restated as of the Closing Date.



     “Post Closing Consents” means (i) any consent, approval or permit of, or filing with or notice
to, any Governmental Entity, railroad company or public utility which has issued or granted any
permit, license, right of way, lease or other authorizations permitting any part of any Pipeline to
cross or be placed on land owned or controlled by such Governmental Entity, railroad company or
public utility and (ii) any consent, approval or permit of, or filing with or notice to, any
Governmental Entity or other third party that, in the case of both clauses (i) and (ii), is
customarily obtained or made after closing in connection with transactions similar in nature to the
transactions contemplated hereby.



     “Purchase Price” means, collectively, the Lovington Purchase Price and the Tulsa East Purchase
Price.



     “Respondent” shall have the meaning set forth in Section 10.5.



     “Sellers” shall have the meaning set forth in the preamble.



     “Seller Ancillary Documents” shall mean each agreement, document, instrument or certificate to
be delivered by the Sellers, or their affiliates, at the Closing pursuant to Section 3.2
hereof and each other document or Contract entered into by the Sellers, or their affiliates, in
connection with this Agreement or the Closing.



     “Seller Indemnified Costs” means (a) any and all damages, losses, claims, liabilities,
demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable
attorneys’ fees and expenses incurred in investigating and preparing for any litigation or
proceeding) that any of the Seller Indemnified Parties incurs and that arise out of or relate to
any breach of a representation, warranty or covenant of Buyers under this Agreement, and (b) any
and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses,
including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding
anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all
indirect, consequential, punitive or exemplary damages (other than those that are a result of (x) a
third-party claim for such indirect, consequential, punitive or exemplary damages or (y) the gross
negligence or willful misconduct of Buyers).



     “Seller Indemnified Parties” means each Seller and each officer, director, partner, manager,
employee, consultant, stockholder, and affiliate of each Seller, including, without limitation,
Holly.



     “third-party action” has the meaning set forth in Section 9.2.



     “Transferred Assets” means, collectively, the Transferred Lovington Assets and the



7









 




Transferred Tulsa East Assets.




     “Transferred Lovington Assets” shall have the meaning ascribed to such term in the Lovington
Conveyance.



     “Transferred Tulsa East Assets” shall have the meaning ascribed to such term in the Tulsa East
Conveyance.



     “Tulsa East Conveyance” means the Conveyance, Bill of Sale and Assignment from Holly Tulsa to
HEP Storage Tulsa dated march 31, 2010.



     “Tulsa East Lease and Access Agreement” shall have the meaning set forth in the recitals.



     “Tulsa East Permits” shall have the meaning set forth in Section 4.13.



     “Tulsa East Purchase Price” shall have the meaning set forth in Section 2.2(a).



ARTICLE II




TRANSFER OF LLC INTERESTS AND CONSIDERATION



     2.1 Transfer of HEP Storage Tulsa Interests. Subject to all of the terms and
conditions of this Agreement, Holly Tulsa hereby sells, assigns, transfers and conveys to HEP
Tulsa, and HEP Tulsa hereby purchases and acquires from Holly Tulsa, the HEP Storage Tulsa
Interests, free and clear of all Encumbrances.



     2.2 Tulsa East Consideration.



          (a) The aggregate consideration to be paid by HEP Tulsa for the HEP Storage Tulsa Interests
shall be Eighty-Eight Million, Six Hundred Thousand Dollars ($88,600,000) (the “Tulsa East Purchase
Price”).




          (b) The Tulsa East Purchase Price shall be paid to Holly Tulsa at the Closing by wire transfer
of immediately available funds to the accounts specified by Sellers.




     2.3 Transfer of HEP Storage Lovington Interests. Subject to all of the terms and
conditions of this Agreement, Lea hereby sells, assigns, transfers and conveys to HEP Refining, and
HEP Refining hereby purchases and acquires from Lea, the HEP Storage Lovington Interests, free and
clear of all Encumbrances.



     2.4 Lovington Consideration.



          (a) The aggregate consideration to be paid by HEP Refining for the HEP Storage Lovington
Interests shall be Four Million, Four Hundred Thousand Dollars ($4,400,000) (the “Lovington
Purchase Price” and, together with the Tulsa East Purchase Price, the “Purchase Price”).







8









 








          (b) The Lovington Purchase Price shall be paid to Lea at the Closing by wire transfer of
immediately available funds to the accounts specified by Sellers.




ARTICLE III




CLOSING



     3.1 Closing. The closing of the transactions contemplated hereby (the “Closing”)
shall take place simultaneously with the execution of this Agreement. The date of the Closing is
referred to herein as the “Closing Date” and the Closing is deemed to be effective as of 11:59
p.m., Dallas, Texas time, on the Closing Date (the “Effective Time”).



     3.2 Deliveries by the Seller. At the Closing, the Sellers shall deliver, or cause to
be delivered, to the Buyers the following:



          (a) A counterpart to an assignment of the HEP Storage Tulsa Interests to HEP Tulsa, duly
executed by Holly Tulsa.




          (b) A counterpart to an assignment of the HEP Storage Lovington Interests to HEP Refining,
duly executed by Lea.




          (c) A counterpart of the Amended Tulsa East Throughput Agreement in the form agreed between
HEP Tulsa, HEP Storage Tulsa and Holly Tulsa.




          (d) A counterpart of the Lovington Throughput Agreement in the form agreed between HEP Storage
Lovington and Navajo.




          (e) A counterpart of an amendment to the Pipeline Agreement in the form agreed between the
Parties (the “Amended Pipeline Systems Operating Agreement”), duly executed by Navajo, Lea, Woods
Cross Refining Company, L.L.C., a Delaware limited liability company and Holly Tulsa.




          (f) A counterpart of an amendment to the Omnibus Agreement in the form agreed between the
Parties (the “Amended Omnibus Agreement”), duly executed by Holly and each applicable subsidiary of
Holly (excluding the Partnership, HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and
their subsidiaries).




          (g) A counterpart of the Amended Site Services Agreement in the form agreed between the
Parties, duly executed by Holly Tulsa.




          (h) A counterpart of the Amended Tulsa East Lease and Access Agreement in the form agreed
between the Parties, duly executed by Holly Tulsa.




          (i) A counterpart of the Lovington Sublease and Access Agreement in the form agreed between
the Parties, duly executed by Lea.




          (j) Evidence in form and substance reasonably satisfactory to the Buyers of the release and
termination of all Encumbrances on the LLC Interests and the Assets, other than




9









 




Permitted Encumbrances, including the Navajo Partial Termination, in the form agreed between
the Parties, duly executed by Lea and Navajo.




          (k) Properly executed certificates, in the form prescribed by Treasury regulations under
Section 1445 of the Code, stating that neither Holly Tulsa nor Lea is a “foreign person” within the
meaning of Section 1445 of the Code.




     3.3 Deliveries by the Buyers. At the Closing (or such later date as may be set forth
below), the Buyers shall deliver, or cause to be delivered, to the Sellers the following:



          (a) The Purchase Price.




          (b) A counterpart of the Amended Tulsa East Throughput Agreement in the form agreed between
the Parties, duly executed by HEP Tulsa and HEP Storage Tulsa.




          (c) A counterpart of the Lovington Throughput Agreement in the form agreed between HEP Storage
Lovington and Navajo, duly executed by HEP Storage Lovington.




          (d) A counterpart of the Amended Site Services Agreement in the form agreed between the
Parties, duly executed by HEP Tulsa and HEP Storage Tulsa.




          (e) A counterpart of the Amended Tulsa East Lease and Access Agreement in the form agreed
between Parties, duly executed by HEP Tulsa and HEP Storage Tulsa.




          (f) A counterpart of the Lovington Sublease and Access Agreement in the form agreed between
Parties, duly executed by HEP Storage Lovington.




          (g) A counterpart of the Amended Omnibus Agreement, duly executed by the Partnership, HEP
Logistics Holdings, L.P., Holly Logistic Services, L.L.C., and each applicable subsidiary of such
entities.




          (h) A counterpart of the Amended Pipeline Systems Operating Agreement, duly executed by Holly
Energy Partners — Operating, L.P. and its Affiliates.




          (i) Simultaneous with the delivery of senior mortgages by Buyers as required under their
credit facility (but in no event later than thirty (30) days following the Closing Date), the
Buyers shall execute and deliver to the Sellers the subordinate mortgages and deeds of trust, or
such alternative arrangements as are reasonably acceptable to the Buyers and the Sellers, each in a
form reasonably acceptable to the Buyers and to the Sellers.




     3.4 Prorations. On the Closing Date, or as promptly as practicable following the
Closing Date, but in no event later than sixty (60) calendar days thereafter, the real, if any, and
personal property taxes, water, gas, electricity and other utilities, local business or other
license fees to the extent assigned and other similar periodic charges payable with respect to the
Transferred Assets shall be prorated among each Buyer and each Seller, effective as of the
Effective Time with the Sellers being responsible for amounts related to the period prior to but
excluding the Effective Time and the Buyers being responsible for amounts related to the period at
and after the Effective Time. If the final property tax rate or final assessed value for the



10









 




current tax year is not established by the Closing Date, the prorations shall be made on the
basis of the rate or assessed value in effect for the preceding tax year and shall be adjusted when
the exact amounts are determined. All such prorations shall be based upon the most recent
available assessed value available prior to the Closing Date.




     3.5 Closing Costs; Transfer Taxes and Fees.



          (a) Allocation of Costs. The Buyers shall pay the cost of all sales, transfer and use
taxes arising out of the transfer of the LLC Interests pursuant to this Agreement, and all costs
and expenses (including recording fees and real estate transfer taxes and real estate transfer
stamps) incurred in connection with obtaining or recording title to the Transferred Assets.




          (b) Reimbursement. If any Party pays any tax agreed to be borne by the other Party
under this Agreement, such other Party shall promptly reimburse the paying Party for the amounts so
paid. If any Party receives any tax refund or credit applicable to a tax paid by another Party
hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF SELLERS



     Sellers, jointly and severally, hereby represent and warrant to Buyers that as of the date of
this Agreement:



     4.1 Organization. Each Seller is an entity duly organized, validly existing and in
good standing under the Laws of its state of organization.



     4.2 Authorization. Each Seller has, respectively, full limited liability company and
corporate power and authority to execute, deliver, and perform this Agreement and any Seller
Ancillary Documents to which it is a party. The execution, delivery, and performance by each
Seller of this Agreement and the Seller Ancillary Documents and the consummation by each Seller of
the transactions contemplated hereby and thereby, have been duly authorized by all necessary
limited liability company or corporate action of such Seller. This Agreement has been duly
executed and delivered by each Seller and constitutes, and each such Seller Ancillary Document
executed or to be executed by the Sellers has been, or when executed will be, duly executed and
delivered by each Seller and constitutes, or when executed and delivered will constitute, a valid
and legally binding obligation of such Seller, enforceable against it in accordance with their
terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting
creditors’ rights and remedies generally and (ii) equitable principles which may limit the
availability of certain equitable remedies (such as specific performance) in certain instances.



     4.3 Status of Companies.



          (a) Each Company is duly organized, validly existing and in good standing under the laws of
the State of Delaware and (i) has all requisite limited liability company power



11









 




and authority to own, operate, use or lease its properties and assets and to carry on its
business as it is now being conducted, and (ii) is duly qualified to do business and is in good
standing in each of the jurisdictions in which the ownership, operation or leasing of its
properties and assets and the conduct of its business requires it to be so qualified, licensed or
authorized, except, in the case of clause (ii), where the failure to have such power and authority
or to be so qualified, licensed or authorized would not, individually or in the aggregate, be
reasonably likely to cause a Material Adverse Effect.




          (b) Neither Company, directly or indirectly, owns any interest in any corporation,
partnership, limited liability company, limited partnership, joint venture or other business
association or entity, foreign or domestic.




          (c) Each Company has made available to the Buyers a copy of the certificate of formation and
limited liability company agreement of such Company, each copy being complete and correct and in
full force and effect on the date hereof, and no amendment or modification of such documents has
been filed, recorded or is pending or contemplated. Neither Company is in violation of any
provision of its certificate of formation or limited liability company agreement.




     4.4 No Conflicts or Violations; No Consents or Approvals Required.



          (a) The execution, delivery and performance by each Seller of this Agreement and the other
Seller Ancillary Documents to which it is a party does not, and the consummation of the
transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any
breach of any provision of such Seller’s organizational documents or (i) subject to obtaining the
Consents or making the registrations, declarations or filings set forth in the next sentence,
violate in any material respect any applicable Law or material contract binding upon such Seller.
No Consent of any Governmental Entity or any other person is required for any Seller in connection
with the execution, delivery and performance of this Agreement and the Seller Ancillary Documents
to which such Seller is a party or the consummation of the transactions contemplated hereby or
thereby, except for (i) the consent of the City of Lovington with respect to the Lovington Sublease
and Access Agreement, (ii) Post Closing Consents, and (iii) as may be set forth in the Tulsa East
Conveyance or the Lovington Conveyance.




          (b) Except for the consent of the City of Lovington with respect to the Lovington Sublease and
Access Agreement, the consummation of the transactions contemplated by this Agreement and the other
Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any
provision of either Company’s organizational documents or (ii) subject to obtaining the Consents or
making the registrations, declarations or filings set forth in the next sentence, violate in any
material respect any applicable Law or material contract binding upon either Company. Except for
(i) the consent of the City of Lovington with respect to the Lovington Sublease and Access
Agreement, and (ii) as may be set forth in the Tulsa East Conveyance or the Lovington Conveyance,
no Consent of any Governmental Entity or any other person is required for either Company in
connection with the performance of this Agreement and the Seller Ancillary Documents or the
consummation of the transactions contemplated hereby or thereby.







12









 








     4.5 Absence of Litigation. There is no Action pending or, to the knowledge of the
Sellers, threatened against (i) any Company or any of the Assets, or (ii) any Seller or any of its
affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents
or the Assets or which, if adversely determined, would reasonably be expected to materially impair
the ability of such Seller to perform its obligations and agreements under this Agreement or the
Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby.



     4.6 Title to LLC Interests; Capitalization.



          (a) Holly Tulsa is the record owner of and has good and valid title to the HEP Storage Tulsa
Interests, free and clear of all Encumbrances, and sole and unrestricted voting power and power of
disposition with respect to all of the HEP Storage Tulsa Interests. Lea is the record owner of and
has good and valid title to the HEP Storage Lovington Interests, free and clear of all
Encumbrances, and sole and unrestricted voting power and power of disposition with respect to all
of the HEP Storage Lovington Interests. Except for any claims arising under this Agreement and any
other agreement entered into by the Sellers in connection with this Agreement, the Sellers and
their affiliates have no claims of any kind against either Company, or any of their respective
officers, managers, directors or employees. The LLC Interests have been duly authorized and
validly issued in accordance with applicable Laws and the limited liability company agreement of
each Company and are fully paid (to the extent required by the limited liability company agreement
of such Company) and nonassessable (except to the extent such nonassessability may be affected by
Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act).




          (b) There are no options or rights to purchase or acquire, or agreements, arrangements,
commitments or understandings relating to, any of the LLC Interests or the Assets except pursuant
to this Agreement and the Omnibus Agreement. There are no (i) authorized or outstanding securities
of or equity interests in either Company of any kind other than the LLC Interests, (ii) there are
no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements,
arrangements or commitments (preemptive, contingent or otherwise) obligating Sellers or either
Company to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or
encumber any securities of equity interest in such Company; and (iii) there are no outstanding
securities or obligations of any kind of any of either Company that are convertible into or
exercisable or exchangeable for any equity interest in such Company.




          (c) Upon payment of the Tulsa East Purchase Price, HEP Tulsa will have the entire record and
beneficial ownership of the HEP Storage Tulsa Interests, free and clear of all Encumbrances. Upon
payment of the Lovington Purchase Price, HEP Refining will have the entire record and beneficial
ownership of the HEP Storage Lovington Interests, free and clear of all Encumbrances.




     4.7 Title to Assets.



          (a) Except as expressly set forth herein, and subject to the terms, exceptions and other
provisions of the Tulsa East Conveyance, HEP Storage Tulsa has good and indefeasible title to the
Transferred Tulsa East Assets, free and clear of all Encumbrances other






13









 







than Permitted Encumbrances. Except as expressly set forth herein, and subject to the terms,
exceptions and other provisions of the Lovington Conveyance, HEP Storage Lovington has good and
indefeasible title to the Transferred Lovington Assets, free and clear of all Encumbrances other
than Permitted Encumbrances.




          (b) There has not been granted to any person, and no person possesses, any right of first
refusal to purchase any of the Assets, except pursuant to this Agreement and the Omnibus Agreement.




     4.8 Condition of Assets. To the Sellers’ knowledge, the Assets are in good operating
condition and repair (normal wear and tear excepted), are free from material defects (patent and
latent), are suitable for the purposes for which they are currently used and are not in need of
material maintenance or repairs except for ordinary routine maintenance and repairs.



     4.9 No Undisclosed Liabilities. Neither Company has any indebtedness or liability
(whether absolute, accrued, contingent or otherwise) of any nature.



     4.10 No Employees. Neither company has, nor has either Company ever had, any
employees.



     4.11 Taxes. Each of the Companies is newly formed. There are no current taxes due or
owing with respect to either Company, and there have not been any such taxes due or owing for the
duration of the Companies’ existence.



     4.12 Brokers and Finders. No investment banker, broker, finder, financial advisor or
other intermediary has been retained by or is authorized to act on behalf of Sellers who is
entitled to receive from Buyers any fee or commission in connection with the transactions
contemplated by this Agreement.



     4.13 Permits. Subject to the terms, exceptions and other provisions of the Tulsa East
Conveyance, HEP Storage Tulsa owns or holds all permits, licenses, variances, exemptions, Orders,
franchises and approvals of all Governmental Entities necessary for the lawful ownership and
operation of the Transferred Tulsa East Assets (the “Tulsa East Permits”). Subject to the terms,
exceptions and other provisions of the Lovington Conveyance, HEP Storage Lovington owns or holds
all permits, licenses, variances, exemptions, Orders, franchises and approvals of all Governmental
Entities necessary for the lawful ownership and operation of the Transferred Lovington Assets (the
“Lovington Permits” and, together with the Tulsa East Permits, the “Permits”). Each Permit is in
full force and effect, and each Company, as applicable, is in compliance with all of its
obligations with respect thereto. To the knowledge of Sellers, no event has occurred that causes,
or upon the giving of notice or the lapse of time or otherwise would cause, revocation or
termination of any Permit.



     4.14 WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND
AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE AMENDED OMNIBUS
AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT



14









 




MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS,
IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR
CONDITION OF THE LLC INTERESTS OR THE ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL,
GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF
HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (II) THE INCOME TO BE DERIVED FROM THE LLC
INTERESTS OR THE ASSETS, (III) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES
THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY
LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE
LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO THE
EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, NONE OF THE
PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE LLC INTERESTS OR THE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT
OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE
OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS SHALL BE MADE IN AN “AS IS,” “WHERE IS”
CONDITION WITH ALL FAULTS. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC
INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN
NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND
NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT
TO THE LLC INTERESTS OR THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT,
OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS
AGREEMENT.




ARTICLE V




REPRESENTATIONS AND WARRANTIES OF THE BUYERS



     Buyers hereby jointly and severally represent and warrant to Sellers that as of the date of
this Agreement:



     5.1 Organization. Each Buyer is an entity duly organized, validly existing and in
good standing under the Laws of its state of organization.



     5.2 Authorization. Each Buyer has full limited liability company power and authority
to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents to



15









 




which it is a party. The execution, delivery, and performance by each Buyer of this Agreement
and the Buyer Ancillary Documents and the consummation by each Buyer of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary liability company
action of each Buyer. This Agreement has been duly executed and delivered by each Buyer and
constitutes, and each such Buyer Ancillary Document executed or to be executed by Buyers has been,
or when executed will be, duly executed and delivered by such Buyer and constitutes, or when
executed and delivered will constitute, a valid and legally binding obligation of such Buyer,
enforceable against it in accordance with their terms, except to the extent that such
enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar Laws affecting creditors’ rights and remedies generally and
(ii) equitable principles which may limit the availability of certain equitable remedies (such as
specific performance) in certain instances.




     5.3 No Conflicts or Violations; No Consents or Approvals Required. The execution,
delivery and performance by each Buyer of this Agreement and the Buyer Ancillary Documents to which
it is a party does not, and consummation of the transactions contemplated hereby and thereby will
not, (i) violate, conflict with, or result in any breach of any provisions of such Buyer’s
organizational documents or (ii) subject to obtaining the Consents or making the registrations,
declarations or filings set forth in the next sentence, violate any applicable Law or material
contract binding upon such Buyer. No Consent of any Governmental Entity or any other person is
required for any Buyer in connection with the execution, delivery and performance of this Agreement
and the other Buyer Ancillary Documents to which such Buyer is a party or the consummation of the
transactions contemplated hereby and thereby.



     5.4 Absence of Litigation. There is no Action pending or, to the knowledge of any
Buyer, threatened against any Buyer or any of its affiliates relating to the transactions
contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would
reasonably be expected to materially impair the ability of such Buyer to perform its obligations
and agreements under this Agreement or the Buyer Ancillary Documents and to consummate the
transactions contemplated hereby and thereby.



     5.5 Brokers and Finders. No investment banker, broker, finder, financial advisor or
other intermediary has been retained by or is authorized to act on behalf of the Buyers who is
entitled to receive from the Sellers any fee or commission in connection with the transactions
contemplated by this Agreement.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES OF HOLLY



     Holly hereby represents and warrants to Buyers that as of the date of this Agreement:



     6.1 Organization. Holly is an entity duly organized, validly existing and in good
standing under the Laws of its state of organization.



     6.2 Authorization. Holly has full corporate power and authority to execute, deliver,
and perform this Agreement and any Ancillary Documents to which it is a party. The execution,



16









 




delivery, and performance by Holly of this Agreement and the consummation by Holly of the
transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate
action of Holly. This Agreement has been duly executed and delivered by Holly and constitutes, and
each such Ancillary Document executed or to be executed by Holly has been, or when executed will
be, duly executed and delivered by Holly and constitutes, or when executed and delivered will
constitute, a valid and legally binding obligation of Holly, enforceable against it in accordance
with their terms, except to the extent that such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws
affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit
the availability of certain equitable remedies (such as specific performance) in certain instances.




     6.3 No Conflicts or Violations; No Consents or Approvals Required. The execution,
delivery and performance by Holly of this Agreement and the Ancillary Documents to which it is a
party does not, and consummation of the transactions contemplated hereby and thereby will not, (i)
violate, conflict with, or result in any breach of any provisions of Holly’s organizational
documents or (ii) subject to obtaining the Consents or making the registrations, declarations or
filings set forth in the next sentence, violate any applicable Law or material contract binding
upon Holly. No Consent of any Governmental Entity or any other person is required for Holly in
connection with the execution, delivery and performance of this Agreement and the other Ancillary
Documents to which Holly is a party or the consummation of the transactions contemplated hereby and
thereby.



     6.4 Absence of Litigation. There is no Action pending or, to the knowledge of Holly,
threatened against Holly or any of its affiliates relating to the transactions contemplated by this
Agreement or which, if adversely determined, would reasonably be expected to materially impair the
ability of Holly to perform its obligations and agreements under this Agreement or the Ancillary
Documents to which it is a party and to consummate the transactions contemplated hereby and
thereby.



     6.5 Brokers and Finders. No investment banker, broker, finder, financial advisor or
other intermediary has been retained by or is authorized to act on behalf of Holly who is entitled
to receive from the Buyer any fee or commission in connection with the transactions contemplated by
this Agreement.



ARTICLE VII




COVENANTS



     7.1 Cooperation. The Sellers shall cooperate with the Buyers and the Companies, and
shall assist the Buyers and the Companies in identifying all licenses, authorizations, permissions
or Permits necessary to own and operate the Assets from and after the Closing Date and, where
permissible, transfer existing Permits to the Buyers or the Companies, as the case may be, or,
where not permissible, assist the Buyers or the Companies, as applicable, in obtaining new Permits
at no cost, fee or liability to the Buyers or the Companies.



17









 





     7.2 Additional Agreements. Subject to the terms and conditions of this Agreement, the
Ancillary Documents and the Omnibus Agreement, each of the Parties shall use its commercially
reasonable efforts to do, or cause to be taken all action and to do, or cause to be done, all
things necessary, proper, or advisable under applicable Laws to consummate and make effective the
transactions contemplated by this Agreement. If at any time after the Closing Date any further
action is necessary or desirable to carry out the purposes of this Agreement, the Parties and their
duly authorized representatives shall use commercially reasonable efforts to take all such action.



     7.3 Post Closing Consents. With respect to any Consent not obtained by the Seller on
or before the Closing, the Sellers shall use commercially reasonable efforts to obtain such Consent
following the Closing. The Parties shall reasonably cooperate with each other in obtaining such
Consents and shall keep each other reasonably informed of the status of and any developments with
respect to obtaining such Consents. The commercially reasonable costs of obtaining such Consents
shall be for the account of the Sellers.



ARTICLE VIII




ADDITIONAL AGREEMENTS



     8.1 Further Assurances. After the Closing, each Party shall take such further
actions, including obtaining consents to assignment from third parties, and execute such further
documents as may be necessary or reasonably requested by the other Party in order to effectuate the
intent of this Agreement and the Ancillary Documents and to provide such other Party with the
intended benefits of this Agreement and the Ancillary Documents.



ARTICLE IX




INDEMNIFICATION



     9.1 Indemnification of Buyers and Sellers. From and after the Closing and subject to
the provisions of this Article IX, (i) each Seller agrees to indemnify and hold harmless
the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) each
Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and
all Seller Indemnified Costs; provided, however, that the Buyer Indemnified Parties may only seek
indemnification under this Article IX (i) with respect to Claims related to HEP Storage
Tulsa or the Transferred Tulsa East Assets, from Holly Tulsa (and Holly pursuant to Article
XI), and (ii) with respect to Claims related to HEP Storage Lovington or the Transferred
Lovington Assets, from Lea (and Holly pursuant to Article XI).



     9.2 Defense of Third-Party Claims. An Indemnified Party shall give prompt written
notice to Sellers or Buyers, as applicable (the “Indemnifying Party”), of the commencement or
assertion of any action, proceeding, demand, or claim by a third party (collectively, a
“third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder.
Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any
liability that it, he, or she may have to such Indemnified Party under this Article IX
unless the failure to give such notice materially and adversely prejudices the Indemnifying Party.
The



18









 




Indemnifying Party shall have the right to assume control of the defense of, settle, or
otherwise dispose of such third-party action on such terms as it deems appropriate; provided,
however, that:




          (a) The Indemnified Party shall be entitled, at its own expense, to participate in the defense
of such third-party action (provided, however, that the Indemnifying Party shall pay the attorneys’
fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized
in writing by any the Indemnifying Party in connection with the defense of such third-party action,
(ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the
Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have
reasonably concluded that there may be defenses available to such Indemnified Party that are
different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified
Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the
Indemnifying Party, that there is a material conflict of interest that could violate applicable
standards of professional conduct to have common counsel);




          (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party
before entering into or making any settlement, compromise, admission, or acknowledgment of the
validity of such third-party action or any liability in respect thereof if, pursuant to or as a
result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable
relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified
Party, such settlement, compromise, admission, or acknowledgment could have a material adverse
effect on its business;




          (c) The Indemnifying Party shall not consent to the entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by each claimant or
plaintiff to each Indemnified Party of a release from all liability in respect of such third-party
action; and




          (d) The Indemnifying Party shall not be entitled to control (but shall be entitled to
participate at its own expense in the defense of), and the Indemnified Party shall be entitled to
have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any
third-party action (i) as to which the Indemnifying Party fails to assume the defense within a
reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction,
or other equitable relief against the Indemnified Party which, if successful, would materially
adversely affect the business, operations, assets, or financial condition of the Indemnified Party;
provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or
acknowledgment that would give rise to liability on the part of any Indemnifying Party without the
prior written consent of such Indemnifying Party.



The parties hereto shall extend reasonable cooperation in connection with the defense of any
third-party action pursuant to this Article IX and, in connection therewith, shall furnish
such records, information, and testimony and attend such conferences, discovery proceedings,
hearings, trials, and appeals as may be reasonably requested.




     9.3 Direct Claims. In any case in which an Indemnified Party seeks indemnification
hereunder which is not subject to Section 9.2 because no third-party action is involved,
the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs which



19









 




such Indemnified Party claims are subject to indemnification under the terms hereof. Subject
to the limitations set forth in Section 9.4(a), the failure of the Indemnified Party to
exercise promptness in such notification shall not amount to a waiver of such claim unless the
resulting delay materially prejudices the position of the Indemnifying Party with respect to such
claim.




     9.4 Limitations. The following provisions of this Section 9.4 shall limit the
indemnification obligations hereunder:



          (a) Limitation as to Time. The Indemnifying Party shall not be liable for any
Indemnified Costs pursuant to this Article IX unless a written claim for indemnification in
accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the
Indemnifying Party with respect thereto on or before 5:00 p.m., Dallas, Texas time, on the second
anniversary of the Closing Date.




          (b) Sole and Exclusive Remedy. Each Party acknowledges and agrees that, after the
Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyers’
and the other Buyer Indemnified Parties’ and the Sellers’ and the other Seller Indemnified Parties’
sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and
limited by, the provisions set forth in this Article IX. The Parties further acknowledge
and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for
matters covered by the indemnification provisions contained in the Omnibus Agreement or the
Throughput Agreements, the Amended Site Services Agreement or the Lease and Access Agreements.




     9.5 Tax Related Adjustments. Sellers and Buyers agree that any payment of Indemnified
Costs made hereunder will be treated by the parties on their tax returns as an adjustment to the
Purchase Price.



     9.6 Acknowledgement of Environmental Indemnity. The Parties hereto acknowledge the
environmental indemnification provided between certain of the Parties with respect to the
Transferred Tulsa East Assets that is contained in the Amended Tulsa East Throughput Agreement.



ARTICLE X




MISCELLANEOUS



     10.1 Expenses. Except as provided in Section 3.4 of this Agreement, or as
provided in the Ancillary Documents or the Omnibus Agreement, all costs and expenses incurred by
the Parties in connection with the consummation of the transactions contemplated hereby shall be
borne solely and entirely by the Party which has incurred such expense.



     10.2 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, (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






20









 







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 Holly Tulsa:



Holly Refining & Marketing — Tulsa, LLC

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: 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:



Holly Refining & Marketing — Tulsa, LLC

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Email address: generalcounsel@hollycorp.com



Notices to HEP Tulsa:



HEP Tulsa LLC

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: 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:



HEP Tulsa LLC

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Email address: generalcounsel@hollycorp.com



Notices to Holly:



Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: David L. Lamp

Email address: president@hollycorp.com




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



Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Email address: generalcounsel@hollycorp.com



Notices to Lea:



Lea Refining Company

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: 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:



Lea Refining Company

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Email address: generalcounsel@hollycorp.com



Notices to HEP Refining:



HEP Refining, L.L.C.

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: 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:



HEP Refining, L.L.C.

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Email address: generalcounsel@hollycorp.com




          (b) Either Party may at any time change its address for service from time to time by giving
notice to the other Party in accordance with this Section 10.2.







22









 








     10.3 Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced under applicable Law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated herein are not affected in
any manner adverse to any Party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the Parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated herein are
consummated as originally contemplated to the fullest extent possible.



     10.4 Governing Law; Waiver of Jury Trial. 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.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     10.5 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 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 10.5 and the Commercial
Arbitration Rules or the Federal Arbitration Act, the terms of this Section 10.5 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 thirty (30)-day period, Claimant shall petition the American Arbitration Association for
appointment of an arbitrator for Respondent’s account. The two (2) 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 (1/2) 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 Seller, Buyer or any of their Affiliates and (ii) have not
less than seven (7) years experience in the petroleum transportation industry. The hearing will be
conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third
arbitrator. Sellers, Buyers 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



23









 




with disputes under other agreements between Sellers, Buyers 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.




     10.6 Parties in Interest. This Agreement shall be binding upon and inure solely to
the benefit of each Party hereto and their successors and permitted assigns, and nothing in this
Agreement, express or implied, is intended to confer upon any other person any rights or remedies
of any nature whatsoever under or by reason of this Agreement.



     10.7 Assignment of Agreement. At any time, the Parties may make a collateral
assignment of their rights under this Agreement to any of their bona fide lenders or debt holders,
or a trustee or a representative for any of them, and the non-assigning Parties shall execute an
acknowledgment of such collateral assignment in such form as may from time to time be reasonably
requested; provided, however, that unless written notice is given to the non-assigning Party that
any such collateral assignment has been foreclosed upon, such non-assigning Party shall be entitled
to deal exclusively with either or both of the Buyers or either or both of the Sellers, as the case
may be, as to any matters arising under this Agreement, the Ancillary Documents or the Omnibus
Agreement (other than for delivery of notices required by any such collateral assignment). Except
as otherwise provided in this Section 10.7, neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned by any Party without the prior written consent
of the other Party hereto.



     10.8 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     10.9 Director and Officer Liability. The directors, managers, officers, partners and
stockholders of the Buyer, the Seller and their respective affiliates shall not have any personal
liability or obligation arising under this Agreement (including any claims that another party may
assert) other than as an assignee of this Agreement or pursuant to a written guarantee.



     10.10 Integration. This Agreement, the Ancillary Documents and the Omnibus Agreement
supersede any previous understandings or agreements among the Parties, whether oral or written,
with respect to their subject matter. This Agreement, the Ancillary Documents and the Omnibus
Agreement contain the entire understanding of the Parties with respect to the subject matter hereof
and thereof. No understanding, representation, promise or agreement, whether oral or written, is
intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or
the Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed
by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the
Omnibus Agreement.



     10.11 Effect of Agreement. The Parties ratify and confirm that except as otherwise
expressly provided herein, in the event this Agreement conflicts in any way with the Omnibus
Agreement, the terms and provisions of the Omnibus Agreement shall control.



24









 





     10.12 Amendment; Waiver. This Agreement may be amended only in a writing signed by
all parties hereto. Any waiver of rights hereunder must be set forth in writing. A waiver of any
breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way
affect, limit or waive any party’s rights at any time to enforce strict compliance thereafter with
every term or condition of this Agreement.



     10.13 Survival of Representations and Warranties. The representations and warranties
set forth in this Agreement shall survive the Closing until 5:00 p.m., Dallas, Texas time, on the
anniversary of the Closing Date, except that the representations and warranties contained in
Sections 4.1 (Organization), 4.2 (Authorization), 4.6 (Title to LLC
Interests; Capitalization), 4.7 (Title to Assets), 4.14 (Waivers and Disclaimers),
5.1 (Organization) and 5.2 (Authorization) shall survive until the expiration of
the applicable statute of limitations; provided, however, that any representation and warranty that
is the subject of a claim for indemnification hereunder which claim was timely made pursuant to
Section 9.4(a) shall survive with respect to such claim until such claim is finally paid or
adjudicated.



ARTICLE XI




GUARANTEE



     11.1 Payment and Performance Guaranty. Holly unconditionally, absolutely, continually
and irrevocably guarantees, as principal and not as surety, to each Buyer the punctual and complete
payment in full when due of all Buyer Indemnified Costs by the Indemnifying Party under the
Agreement (collectively, the “Payment Obligations”). Holly agrees that each Buyer shall be
entitled to enforce directly against Holly any of the Payment Obligations.



     11.2 Guaranty Absolute. Holly hereby guarantees that the 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:



          (a) any assignment or other transfer of the Agreement or any of the rights thereunder of any
Buyer;




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




          (c) any acceptance by any Buyer of partial payment or performance from the Indemnifying Party;




          (d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment,
dissolution, liquidation or other like proceeding relating to the Indemnifying Party, or any action
taken with respect to the Agreements by any trustee or receiver, or by any court, in any such
proceeding;







25









 








          (e) 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 (a) through (d); or




          (f) 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 Payment Obligations or otherwise.



     11.3 Waiver. Holly hereby waives promptness, diligence, all setoffs, presentments,
protests and notice of acceptance and any other notice relating to any of the Payment Obligations
and any requirement for any Buyer 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
Indemnifying Party, any other entity or any collateral.



     11.4 Subrogation Waiver. Holly agrees that it shall not have any rights (direct or
indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment
or recovery from the Indemnifying Party for any payments made by Holly under this Article
XI until all Payment Obligations have been indefeasibly paid, 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 Indemnifying Party until all Payment Obligations have been indefeasibly paid.



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



     11.6 Continuing Guaranty. This Article XI 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 Payment Obligations, (ii) be binding upon Holly, its successors and assigns and (iii)
inure to the benefit of and be enforceable by each Buyer and its successors, transferees and
assigns.



     11.7 No Duty to Pursue Others. It shall not be necessary for any Buyer (and Holly
hereby waives any rights which Holly may have to require Buyer), in order to enforce such payment
by Holly, first to (i) institute suit or exhaust its remedies against the Indemnifying Party or
others liable on the Payment Obligations or any other person, (ii) enforce such Buyer’s rights
against any other guarantors of the Payment Obligations, (iii) join the Indemnifying Party or any
others liable on the Payment Obligations in any action seeking to enforce this Article XI,
(iv) exhaust any remedies available to such Buyer against any security which shall ever have



26









 




been given to secure the Payment Obligations, or (v) resort to any other means of obtaining payment
of the Payment Obligations.




ARTICLE XII




INTERPRETATION



     12.1 Interpretation. It is expressly agreed that this Agreement shall not be
construed against any Party, and no consideration shall be given or presumption made, on the basis
of who drafted this Agreement or any particular provision hereof or who supplied the form of
Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly
reflects its understanding of the transaction that this Agreement contemplates. In construing this
Agreement:



          (a) examples shall not be construed to limit, expressly or by implication, the matter they
illustrate;




          (b) the word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative expressions;




          (c) a defined term has its defined meaning throughout this Agreement and each Exhibit, Annex
or Schedule to this Agreement, regardless of whether it appears before or after the place where it
is defined;




          (d) each Exhibit, Annex and Schedule to this Agreement is a part of this Agreement, but if
there is any conflict or inconsistency between the main body of this Agreement and any Exhibit,
Annex or Schedule, the provisions of the main body of this Agreement shall prevail;




          (e) the term “cost” includes expense and the term “expense” includes cost;




          (f) the headings and titles herein are for convenience only and shall have no significance in
the interpretation hereof;




          (g) any reference to a statute, regulation or Law shall include any amendment thereof or any
successor thereto and any rules and regulations promulgated thereunder;




          (h) currency amounts referenced herein, unless otherwise specified, are in U.S. Dollars;




          (i) unless the context otherwise requires, all references to time shall mean time in Dallas,
Texas;




          (j) whenever this Agreement refers to a number of days, such number shall refer to calendar
days unless business days are specified; and




          (k) if a term is defined as one part of speech (such as a noun), it shall have a corresponding
meaning when used as another part of speech (such as a verb).




27









 





     12.2 References, Gender, Number. All references in this Agreement to an “Article,”
“Section,” “subsection,” “Exhibit” or “Schedule” shall be to an Article, Section, subsection,
Exhibit or Schedule of this Agreement, unless the context requires otherwise. Unless the context
clearly requires otherwise, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,”
or words of similar import shall refer to this Agreement as a whole and not to a particular
Article, Section, subsection, clause or other subdivision hereof. Cross references in this
Agreement to a subsection or a clause within a Section may be made by reference to the number or
other subdivision reference of such subsection or clause preceded by the word “Section.” Whenever
the context requires, the words used herein shall include the masculine, feminine and neuter
gender, and the singular and the plural.



[Signature Pages to LLC Interest Purchase Agreement (Tulsa/Lovington) Follow.]






28









 








     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 
	 	HOLLY:



HOLLY CORPORATION

 	 
	 	By:  	/s/ David L. Lamp
 	 
	 	 	Name:  	David L. Lamp 	 
	 	 	Title:  	President 	 
	 
	 	SELLERS:



HOLLY REFINING & MARKETING — TULSA, LLC

 	 
	 	By:  	/s/ David L. Lamp
 	 
	 	 	Name:  	David L. Lamp 	 
	 	 	Title:  	President 	 
	 
	 	LEA REFINING COMPANY

 	 
	 	By:  	/s/ David L. Lamp
 	 
	 	 	Name:  	David L. Lamp 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Pages to LLC Interest Purchase Agreement (Tulsa/Lovington)]





 









 








	 	 	 	 	 
	 	BUYERS:



HEP TULSA LLC

 	 
	 	By:  	/s/ David G. Blair
 	 
	 	 	Name:  	David G. Blair 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	HEP REFINING, L.L.C.

 	 
	 	By:  	Holly Energy Partners — Operating, L.P.,
 	 
	 	 	its Sole Member 	 


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



[Signature Pages to LLC Interest Purchase Agreement (Tulsa/Lovington)]