exv10w5






Exhibit 10.5



EXECUTION VERSION



 








FIRST AMENDED AND RESTATED LEASE AND ACCESS AGREEMENT

(East Tulsa)




BETWEEN



HOLLY REFINING & MARKETING-TULSA LLC,



AS LESSOR



AND



HEP TULSA LLC



AND



HOLLY ENERGY STORAGE-TULSA LLC,



AS LESSEES



March 31, 2010



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page No.
	 

	 	ARTICLE I 	 	 	 	 
	 

	 	DEFINITIONS AND CONSTRUCTION 	 	 	 	 
	 

	 	2 	 	 	 	 
	 
	 	 	 	 	 	 
	1.1

	 	Certain Defined Terms
	 	 	2	 
	1.2

	 	References
	 	 	5	 
	1.3

	 	Headings
	 	 	5	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II 	 	 	 	 
	 

	 	DEMISE OF PREMISES AND TERM 	 	 	 	 
	 

	 	6 	 	 	 	 
	 
	 	 	 	 	 	 
	2.1

	 	Demise of Premises and Term
	 	 	6	 
	2.2

	 	Access
	 	 	6	 
	2.3

	 	Rent
	 	 	7	 
	2.4

	 	Place of Payment
	 	 	7	 
	2.5

	 	Net Lease
	 	 	7	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III 	 	 	 	 
	 

	 	CONDUCT OF BUSINESS 	 	 	 	 
	 

	 	7 	 	 	 	 
	 
	 	 	 	 	 	 
	3.1

	 	Use of Premises
	 	 	7	 
	3.2

	 	Waste
	 	 	7	 
	3.3

	 	Governmental Regulations
	 	 	7	 
	3.4

	 	Air Quality Permits
	 	 	8	 
	3.5

	 	Utilities
	 	 	8	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV 	 	 	 	 
	 

	 	ALTERATIONS, ADDITIONS AND IMPROVEMENTS 	 	 	 	 
	 

	 	8 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V 	 	 	 	 
	 

	 	MAINTENANCE OF PREMISES 	 	 	 	 
	 

	 	9 	 	 	 	 
	 
	 	 	 	 	 	 
	5.1

	 	Maintenance by Lessee
	 	 	9	 
	5.2

	 	Operation of Premises
	 	 	9	 
	5.3

	 	Surrender of Premises
	 	 	9	 
	5.4

	 	Release of Hazardous Substances
	 	 	9	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI 	 	 	 	 
	 

	 	TAXES, ASSESSMENTS 	 	 	 	 
	 

	 	10 	 	 	 	 
	 
	 	 	 	 	 	 
	6.1

	 	Lessee’s Obligation to Pay
	 	 	10	 
	6.2

	 	Manner of Payment
	 	 	10	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page No.
	 

	 	ARTICLE VII 	 	 	 	 
	 

	 	EMINENT DOMAIN; CASUALTY; INSURANCE 	 	 	 	 
	 

	 	11 	 	 	 	 
	 
	 	 	 	 	 	 
	7.1

	 	Total Condemnation of Premises
	 	 	11	 
	7.2

	 	Partial Condemnation
	 	 	11	 
	7.3

	 	Damages and Right to Additional Property
	 	 	11	 
	7.4

	 	Insurance
	 	 	11	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII 	 	 	 	 
	 

	 	ASSIGNMENT AND SUBLETTING 	 	 	 	 
	 

	 	12 	 	 	 	 
	 
	 	 	 	 	 	 
	8.1

	 	Assignment and Subletting
	 	 	12	 
	8.2

	 	Release of Lessor
	 	 	12	 
	8.3

	 	Release of Lessee
	 	 	12	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX 	 	 	 	 
	 

	 	DEFAULTS; REMEDIES; TERMINATION 	 	 	 	 
	 

	 	12 	 	 	 	 
	 
	 	 	 	 	 	 
	9.1

	 	Default by Lessee
	 	 	12	 
	9.2

	 	Lessor’s Remedies
	 	 	12	 
	9.3

	 	Default by Lessor
	 	 	13	 
	9.4

	 	Lessee’s Remedies
	 	 	13	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X 	 	 	 	 
	 

	 	INDEMNITY 	 	 	 	 
	 

	 	13 	 	 	 	 
	 
	 	 	 	 	 	 
	10.1

	 	Indemnification by Lessor
	 	 	13	 
	10.2

	 	Indemnification by Lessee
	 	 	14	 
	10.3

	 	Matters Involving a Third Party
	 	 	14	 
	10.4

	 	Survival
	 	 	15	 
	10.5

	 	Ancillary Agreements
	 	 	15	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI 	 	 	 	 
	 

	 	GENERAL PROVISIONS 	 	 	 	 
	 

	 	15 	 	 	 	 
	 
	 	 	 	 	 	 
	11.1

	 	Estoppel Certificates
	 	 	15	 
	11.2

	 	Severability
	 	 	15	 
	11.3

	 	Time of Essence
	 	 	15	 
	11.4

	 	Captions
	 	 	15	 
	11.5

	 	Entire Agreement; Amendment
	 	 	15	 
	11.6

	 	Schedules and Exhibits
	 	 	15	 
	11.7

	 	Notices
	 	 	15	 
	11.8

	 	Waivers
	 	 	16	 
	11.9

	 	No Partnership
	 	 	17	 
	11.10

	 	No Third Party Beneficiaries
	 	 	17	 
	11.11

	 	Waiver of Landlord’s Lien
	 	 	17	 
	11.12

	 	Mutual Cooperation; Further Assurances
	 	 	17	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page No.
	11.13

	 	Recording
	 	 	17	 
	11.14

	 	Binding Effect
	 	 	17	 
	11.15

	 	Choice of Law
	 	 	17	 
	11.16

	 	Warranty of Peaceful Possession
	 	 	17	 
	11.17

	 	Force Majeure
	 	 	18	 
	11.18

	 	Survival
	 	 	18	 
	11.19

	 	AS IS, WHERE IS
	 	 	18	 
	11.20

	 	Relocation of Pipelines; Amendment
	 	 	18	 
	11.21

	 	Option
	 	 	19	 
	11.22

	 	No Novation
	 	 	19	 






iii









 






EXHIBITS AND SCHEDULES




	 	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A

	 	—
	 	Description of Premises
	Exhibit B

	 	—
	 	Memorandum of Lease
	 
	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule 1.1(b)

	 	—
	 	Matters which are not part of the Premises
	Schedule 7.4

	 	—
	 	Insurance Requirements







iv











 





FIRST AMENDED AND RESTATED LEASE AND ACCESS AGREEMENT

(East Tulsa)




     THIS FIRST AMENDED AND RESTATED LEASE AND ACCESS AGREEMENT (EAST TULSA) (this “Lease”)
is made and entered into to be effective as of 11:59 p.m. Dallas, Texas time on the 31st
day of March, 2010, between HOLLY REFINING & MARKETING-TULSA LLC, a limited liability company
organized and existing under the laws of Delaware (herein called “Lessor”), HEP TULSA LLC,
a limited liability company organized and existing under the laws of Delaware (“HEP
Tulsa”), and HOLLY ENERGY STORAGE-TULSA LLC, a limited liability company organized and existing
under the laws of Delaware (“HEP Storage-Tulsa,” and collectively with HEP Tulsa, herein
called “Lessees”). Lessor and Lessees are each referred to individually as a
“Party” and collectively as the “Parties.”



W I T N E S S E T H:




     WHEREAS, pursuant to the terms of that certain Asset Sale and Purchase Agreement, dated
October 19, 2009 (the “Group 1 Purchase Agreement”), among Lessor and HEP Tulsa, as Buyers,
and Sinclair Tulsa Refining Company, as Seller, Lessor acquired certain refining assets and other
related assets located on the Refinery Site (defined below) and HEP Tulsa acquired the Group 1
Assets (defined below);



     WHEREAS, in connection with the closing of the transactions contemplated by the Group 1
Purchase Agreement, Lessor and HEP Tulsa entered into that certain Lease and Access Agreement (East
Tulsa Refinery) dated December 1, 2009, between Lessor and HEP Tulsa (the “Original Lease and
Access Agreement”) to, among other things, lease from Lessor the real property at the Refinery
Site (defined below) underlying the Group 1 Assets (defined below);



     WHEREAS, also in connection with the closing of the transactions contemplated by the Group 1
Purchase Agreement, Lessor and HEP Tulsa entered into that certain Site Services Agreement (Tulsa
East) dated December 1, 2009 (the “Original Site Services Agreement”) to provide HEP Tulsa
with shared use of certain services, utilities, materials and facilities that are necessary to
operate and maintain the Group 1 Assets as operated and maintained prior to the execution of the
Original Site Services Agreement;



     WHEREAS, pursuant to an LLC Interest Purchase Agreement dated March 31, 2010, by and between
HEP Tulsa and HEP Refining, L.L.C., as Buyers, Lessor and Lea Refining Company, as Sellers, and
Holly Corporation (the “Group 2 Purchase Agreement”), Lessee acquired from Lessor all of
the issued and outstanding membership interests of HEP Storage-Tulsa;



     WHEREAS, HEP Storage-Tulsa is the owner of the Group 2 Assets (defined below), which, together
with the Group 1 Assets, are referred to as the “Relevant Assets”;



     WHEREAS, simultaneously herewith, in connection with the closing of the transactions
contemplated by the Group 2 Purchase Agreement, the Parties shall execute an Amended and Restated
Site Services Agreement (the “Site Services Agreement”), amending and restating the
Original Site Services Agreement in its entirety; and



1









 





     WHEREAS, also in connection with the closing of the transactions contemplated by the Group 2
Purchase Agreement, Lessor and Lessees desire to amend and restate the Original Lease and Access
Agreement as provided herein.



     NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual
agreements hereinafter set forth, Lessor and Lessees covenant and agree as follows:



ARTICLE I

DEFINITIONS AND CONSTRUCTION




     1.1 Certain Defined Terms. Unless the context otherwise requires, the following terms
shall have the respective meanings set forth in this Section 1.1:



     “Additional Improvements” shall have the meaning ascribed to such term in Article
IV.



     “Affiliates” shall have the meaning ascribed to such term in the Site Services
Agreement.



     “Ancillary Agreements” means collectively, the Purchase Agreements, the Site Services
Agreement, the Throughput Agreement, and any other agreement executed by any of the parties hereto
in connection with the Lessees’ acquisition and ownership of the Relevant Assets that has not been
amended and restated or superseded.



     “Bankruptcy Event” shall have the meaning ascribed to such term in the Site Services
Agreement.



     “Casualty Event” shall have the meaning ascribed to such term in Section 7.3.



     “Claims” shall have the meaning ascribed to such term in Section 10.1.



     “Commencement Date” shall have the meaning ascribed to such term in Section
2.1.



     “Connection Facilities” shall have the meaning ascribed to such term in the Site
Services Agreement.



     “Environmental Law” or “Environmental Laws” means all federal, state, and
local laws, statutes, rules, regulations, orders, and ordinances, now or hereafter in effect,
relating to protection of the environment including, without limitation, the federal Comprehensive
Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization
Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution
Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act,
the Hazardous Materials Transportation Act, and other environmental conservation and protection
laws, each as amended from time to time.



     “Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances,
acts of the public enemy, wars, blockades, insurrections, riots, storms, floods, washouts, arrests,
the order of any Governmental Authority having jurisdiction while the same is in force and effect,
civil disturbances, explosions, breakage, accident to machinery, storage tanks or lines of



2









 




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.




     “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.



     “Group 1 Assets” means the HEP Tulsa Assets, as such term is defined in the Group 1
Purchase Agreement.



     “Group 1 Purchase Agreement” shall have the meaning set forth in the Recitals.



     “Group 2 Assets” means the Transferred Tulsa East Assets, as such term is defined in
the Group 2 Purchase Agreement.



     “Group 2 Purchase Agreement” shall have the meaning set forth in the Recitals.



     “Indemnified Party” means the Party seeking indemnification under Section 10.1
or Section 10.2.



     “Hazardous Substances” means (a) any substance that is designated, defined, or
classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous
substance, or that is otherwise regulated under any Environmental Law, including, without
limitation, any hazardous substance as defined under the Comprehensive Environmental Response,
Compensation, and Liability Act, and (b) petroleum, crude oil, gasoline, natural gas, fuel oil,
motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.



     “HEP Storage-Tulsa” shall have the meaning ascribed to such term in the preface to
this Lease.



     “HEP Tulsa” shall have the meaning ascribed to such term in the preface to this Lease.



     “Indemnifying Party” means the Party required to provide indemnification under
Section 10.1 or Section 10.2.



     “Laws” 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 of, 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.



3









 





     “Lease” shall have the meaning ascribed to such term in the preface to this Lease.



     “Lessees” shall have the meaning ascribed to such term in the preface to this Lease.



     “Lessee Indemnified Parties” shall have the meaning ascribed to such term in
Section 10.1.



     “Lessee Release” shall have the meaning ascribed to such term in Section
11.13.



     “Lessees’ Parties” shall have the meaning ascribed to such term in Section
2.2(a).



     “Lessor” shall have the meaning ascribed to such term in the preface to this Lease.



     “Lessor Indemnified Parties” shall have the meaning ascribed to such term in
Section 10.2.



     “Lessor’s Parties” shall have the meaning ascribed to such term in Section
2.2(b).



     “Original Lease and Access Agreement” shall have the meaning set forth in the
Recitals.



     “Original Site Services Agreement” shall have the meaning set forth in the Recitals.



     “Party” and “Parties” shall have the meanings ascribed to such term in the preface to
this Lease.



     “Permits” means all permits, licenses, franchises, authorities, consents, and
approvals, as necessary under applicable Laws, including Environmental Laws, for operating the
Relevant Assets and/or the Premises.



     “Person” means any individual or entity, including any partnership, corporation,
association, joint stock company, trust, joint venture, limited liability company, unincorporated
organization or Governmental Authority (or any department, agency or political subdivision
thereof).



     “Post-Maturity Rate” shall have the meaning ascribed to such term in Section
9.2.



     “Premises” means those certain tracts or parcels of land on which the Relevant Assets
are situated, such land being located in the City of Tulsa, Tulsa County, Oklahoma, more
particularly described or identified on Exhibit A attached hereto and made a part hereof
for all purposes together with all right, title and interest, if any, of Lessor in and to all
accretion attaching to the land and any rights to submerged lands or interests in riparian rights
or riparian grants owned by Lessor and adjoining the land shown on said Exhibit A, but
excluding (i) the Relevant Assets, (ii) the Additional Improvements, and (iii) those matters set
forth on Schedule 1.1(b).



     “Purchase Agreements” means the Group 1 Purchase Agreement and the Group 2 Purchase
Agreement.



4









 





     “Refinery” means Lessor’s refinery located at the Refinery Site.



     “Refinery Site” means that certain tract(s) or parcel(s) of land located in the City
of Tulsa, Tulsa County, Oklahoma, on which the Premises are located.



     “Relevant Assets” shall have the meaning set forth in the Recitals.



     “Rent” shall have the meaning ascribed to such term in Section 2.3.



     “Shared Access Facilities” shall have the meaning ascribed to such term in Section
2.2(a).



     “Site Services Agreement” shall have the meaning set forth in the recitals.



     “SUMF Assets” shall have the meaning ascribed to such term in the Site Services
Agreement.



     “Taxes” shall have the meaning ascribed to such term in Section 6.1.



     “Term” shall have the meaning ascribed to such term in Section 2.1.



     “Third Party” shall mean a Person which is not (a) Lessor or an Affiliate of Lessor,
(b) Lessees or an Affiliate of Lessees or (c) a Person that, after the signing of this Lease
becomes a successor entity of Lessor, Lessees or any of their respective Affiliates. An employee
of Lessor or Lessees shall not be deemed an Affiliate.



     “Third-Party Claim” shall have the meaning ascribed to such term in Section
10.3.



     “Throughput Agreement” means the First Amended and Restated Pipelines, Tankage and
Loading Rack Throughput Agreement (Tulsa East) dated as of the date hereof by and between Lessor
and Lessees.



     1.2 References. As used in this Lease, unless a clear contrary intention appears:
(a) the singular includes the plural and vice versa; (b) reference to any Person includes such
Person’s successors and assigns but, in the case of a Party, only if such successors and assigns
are permitted by this Lease, and reference to a Person in a particular capacity excludes such
Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference
to any agreement (including this Lease), document or instrument means such agreement, document, or
instrument as amended or modified and in effect from time to time in accordance with the terms
thereof and, if applicable, the terms of this Lease; (e) reference to any Section means such
Section of this Lease, and references in any Section or definition to any clause means such clause
of such Section or definition; (f) “hereunder”, “hereof”, “hereto” and words of similar import will
be deemed references to this Lease as a whole and not to any particular Section or other provision
hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding such term; and (h) relative to the
determination of any period of time, “from” means “from and including,” “to” means “to but
excluding” and ‘through” means “through and including.”



5









 





     1.3 Headings. The headings of the Sections of this Lease and of the Schedules and
Exhibits are included for convenience only and shall not be deemed to constitute part of this Lease
or to affect the construction or interpretation hereof or thereof.



ARTICLE II

DEMISE OF PREMISES AND TERM




     2.1 Demise of Premises and Term.



          (a) In consideration of the rents, covenants, and agreements set forth herein and subject to
the terms and conditions hereof, Lessor hereby leases to Lessees and Lessees hereby lease from
Lessor, the Premises for a term commencing on the effective date hereof (the “Commencement
Date”) and ending at midnight on the date which is fifty (50) years after the date hereof, and
after such date the term of this Lease shall be automatically renewed for a maximum of four (4)
successive ten-year periods thereafter (the “Term”); provided, however, Lessees may
terminate this Lease at the end of such initial period or any subsequent ten-year period by
delivering written notice to Lessor, on or before 180 days prior to the end of any such period,
that Lessees have elected to terminate this Lease.




          (b) At Lessees’ option, Lessees may terminate this Lease, by providing written notice to
Lessor on or before 180 days prior to the desired termination date if Lessees cease to operate the
Relevant Assets and Additional Improvements or ceases its business operations. In the event of
such termination pursuant to this Section 2.1(b), Lessor shall retain one half of the
remaining Rent (as defined below) for the then current 12-month rental period as set forth in
Section 2.3 below as its sole and exclusive remedy for such early termination and shall
refund to Lessees the remaining Rent.




     2.2 Access.



          (a) Lessor hereby grants to Lessees and their respective Affiliates, agents, employees and
contractors (collectively, “Lessees’ Parties”) free of charge, an irrevocable,
non-exclusive right of access to and use of those portions of the Refinery Site that are reasonably
necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by
Lessees as a stand-alone enterprise, all so long as such access and use by any of Lessees’ Parties
does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery
Site and complies with Lessor’s rules, norms and procedures governing safety and security at the
Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights
provided under this Section, are referred to herein as the “Shared Access Facilities”.
Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to
access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all
services that are to be provided by Lessor under the terms of the Site Services Agreement.




          (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors
(collectively, “Lessor’s Parties”), the right of access to all of the Premises and the
Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are
being kept and performed, (ii) to comply with Environmental Laws, and (iii) to inspect, maintain,
repair, improve and operate the SUMF Assets and the Shared Access Facilities and any






6









 







assets of Lessor located on the Premises or to install or construct any structures or
equipment necessary for the maintenance, operation or improvement of any such assets or the
installation, construction or maintenance of any Connection Facilities, all so long as such access
by Lessor’s Parties does not unreasonably interfere in any material respect with Lessees’
operations on the Premises and complies with Lessees’ rules, norms and procedures governing safety
and security at the Premises.




     2.3 Rent. As rental for the Premises during the Term, Lessees agree to pay to Lessor
for each 12-month period of the Term One Hundred and 00/100 ($100.00) (the “Rent”) on or
before the 1st day of each 12-month period, the first such payment being due within 30 days of the
Commencement Date of the Term.



     2.4 Place of Payment. All Rent shall be payable in lawful money of the United States
of America at Lessor’s address set forth in Section 11.7.



     2.5 Net Lease. Except as herein otherwise expressly provided in this Lease and in the
Ancillary Agreements, this is a net lease and Lessor shall not at any time be required to pay any
utility charges or any costs associated with the maintenance, repair, alteration or improvement of
the Premises or to provide any services or do any act or thing with respect to the Premises or any
part thereof or any appurtenances thereto, and the Rent reserved herein shall be paid without any
claim on the part of Lessees for diminution, setoff or abatement and nothing shall suspend, abate
or reduce any Rent to be paid hereunder, except as expressly provided herein.



ARTICLE III

CONDUCT OF BUSINESS




     3.1 Use of Premises. Lessees shall have the right to use the Premises for the purpose
of owning, operating, maintaining, repairing, replacing, improving, and expanding the Relevant
Assets and the Additional Improvements and for any other lawful purpose associated with the
operation and ownership of the Relevant Assets and the Additional Improvements.



     3.2 Waste. Subject to the obligations of Lessor under the Ancillary Agreements,
Lessees shall not commit, or suffer to be committed, any waste to the Premises, ordinary wear and
tear or casualty excepted.



     3.3 Governmental Regulations. Subject to the obligations of Lessor to Lessees under
this Lease and the Ancillary Agreements including the indemnity provisions contained in the
Ancillary Agreements, each Lessee shall, at such Lessee’s sole cost and expense, at all times
comply with all applicable requirements (including requirements under Environmental Laws) of all
Governmental Authorities now in force, or which may hereafter be in force, pertaining to the
Premises, and shall faithfully observe all Laws now in force or which may hereafter be in force
pertaining to the Premises or the use, maintenance or operation thereof. Each Lessee shall give
prompt written notice to Lessor of such Lessee’s receipt from time to time of any notice of
non-compliance, order or other directive from any court or other Governmental Authority under
Environmental Laws relating to the Premises. If Lessor reasonably believes at any time that any
Lessee is not complying with all applicable legal requirements (including requirements under



7









 




Environmental Laws) with respect to the Relevant Assets and Additional Improvements, it will
provide reasonable notice to Lessees of such condition. If such Lessee fails to take appropriate
action to cause such assets to comply with applicable Laws or take other actions required under
applicable Laws within 30 days of Lessor’s reasonable notice, Lessor may, without further notice to
such Lessee, take such actions for such Lessee’s account. Within 30 days following the date Lessor
delivers to such Lessee evidence of payment for those actions by Lessor reasonably necessary to
cause the Relevant Assets and Additional Improvements to achieve compliance with applicable Laws
because of Lessees’ failure to do so, such Lessee shall reimburse Lessor all amounts paid by Lessor
on such Lessee’s behalf.




     3.4 Air Quality Permits. Notwithstanding Lessees’ obligation to maintain and operate
the Relevant Assets and Additional Improvements and comply with applicable Laws, Lessor and Lessees
acknowledge that Lessor may, as required by any applicable Governmental Authorities, maintain air
quality permits in its name. Consequently and also for the ease of administration, Lessor may
maintain in its name the air quality permits and other authorizations applicable to all, or part
of, the Relevant Assets and Additional Improvements and may be responsible for making any reports
or other notifications to Governmental Authorities pursuant to such permits or Laws. Except as
provided in the preceding sentence, nothing in this Lease shall reduce Lessees’ obligations under
Laws with respect to the Relevant Assets and Additional Improvements.



     3.5 Utilities. Lessor shall provide all utilities (electricity, natural gas, water,
steam, etc.) necessary for Lessees’ operation of the Relevant Assets and the Additional
Improvements in accordance with the provisions of the Site Services Agreement.



ARTICLE IV

ALTERATIONS, ADDITIONS AND IMPROVEMENTS




     Subject to the provisions of this Article IV, Lessees may make any alterations,
additions, improvements or other changes to the Premises and the Relevant Assets as may be
necessary or useful in connection with the operation of the Relevant Assets (collectively, the
“Additional Improvements”). If such Additional Improvements require alterations, additions
or improvements to the Premises or any of the Shared Access Facilities, Lessees shall notify Lessor
in writing in advance and the parties shall negotiate in good faith any increase to the fees paid
by Lessees under the Site Services Agreement by Lessees or otherwise provide for reimbursement of
any material increase in cost (if any) to Lessor under the Site Services Agreement that results
from any modifications to the Premises or the Shared Access Facilities necessary to accommodate the
Additional Improvements, or as otherwise mutually agreed by the parties. Any alteration, addition,
improvement or other change to the Premises, Relevant Assets or Additional Improvements (and, if
agreed by Lessees and Lessor, to the Shared Access Facilities) by Lessees shall be made in a good
and workmanlike manner and in accordance with all applicable Laws. The Relevant Assets and all
Additional Improvements shall remain the property of Lessees and shall be removed by Lessees within
one (1) year after termination of this Lease (provided that such can be removed by Lessees without
unreasonable damage or harm to the Premises) or, at Lessees’ option exercisable by notice to
Lessor, surrendered to Lessor upon the termination of this Lease. Lessees shall not have the right
or power to create or permit any lien of any kind or character on the Premises by reason of repair
or construction or other work. In the event any



8









 




such lien is filed against the Premises, Lessees shall cause such lien to be discharged or
bonded within thirty (30) days of the date of filing thereof.




ARTICLE V

MAINTENANCE OF PREMISES




     5.1 Maintenance by Lessees. Except as otherwise expressly provided in this
Article V and in Article VII or elsewhere in this Lease and subject to the
obligations of Lessor and Lessees under the Ancillary Agreements, including any indemnity
provisions contained in the Ancillary Agreements, Lessees shall at their sole cost, risk and
expense at all times keep the Premises and Additional Improvements (to the extent such Additional
Improvements are located on the Shared Access Facilities) in good order and repair and make all
necessary repairs thereto, structural and nonstructural, ordinary and extraordinary, and unforeseen
and foreseen. When used in this Section 5.1, the term “repairs” shall include all
necessary replacements, renewal, alterations and additions. All repairs made by Lessees shall be
made in accordance with normal and customary practices in the industry, in a good and workmanlike
manner, and in accordance with all applicable Laws.



     5.2 Operation of Premises. Subject to the obligations of Lessor and Lessees in this
Lease and under the Ancillary Agreements, including any indemnity provisions contained in the
Ancillary Agreements, Lessees covenant and agree to operate the Relevant Assets and Additional
Improvements located on the Premises in accordance with normal and customary practices in the
industry and all applicable Laws and other requirements of applicable Governmental Authorities now
in force, or which may hereafter be in force, pertaining to the Premises or the use or operation
thereof.



     5.3 Surrender of Premises. Lessees shall at the expiration of the Term or at any
earlier termination of this Lease, surrender the Premises to Lessor in as good condition as it
received the same, ordinary wear and tear, and limitations permitted by Article VII
excepted and in accordance with the provisions of Article IV.



     5.4 Release of Hazardous Substances. Lessees shall give prompt notice to Lessor of
any release of any Hazardous Substances on or at the Premises not in compliance with Environmental
Laws that occur during the Term. Lessor shall immediately take all steps necessary to contain or
remediate (or both) any such release and provide any governmental notifications required by Law.
If Lessor believes at any time that any Lessee is failing to contain or remediate in compliance
with all applicable Laws (including Environmental Laws) any release arising from such Lessee’s
operation of the Relevant Assets or Additional Improvements or such Lessee’s failure to comply with
its obligations pursuant to this Lease, Lessor will provide reasonable notice to Lessees of such
failure. If such Lessee fails to take appropriate action to contain or remediate such a release or
take other actions required under applicable Laws or this Lease within 30 days of Lessor’s
reasonable notice, Lessor may, without further notice to Lessees, take such actions for such
Lessee’s account. Within 30 days following the date Lessor delivers to Lessees evidence of payment
for those actions by Lessor reasonably necessary to contain or remediate a release or otherwise
achieve compliance with applicable Laws or this Lease because of any Lessee’s failure to do so,
such Lessee shall reimburse Lessor all amounts paid by Lessor on such Lessee’s behalf.



9









 





ARTICLE VI

TAXES, ASSESSMENTS




     6.1 Lessees’ Obligation to Pay. Lessees shall pay during the Term, all federal, state
and local real and personal property ad valorem taxes, assessments, and other governmental charges,
general and special, ordinary and extraordinary, including assessments for public improvements or
benefits assessed against the Premises, or improvements situated thereon, including the Relevant
Assets and all Additional Improvements (but excluding any Shared Access Facilities and any SUMF
Assets) for the period after the Commencement Date, that are payable to any lawful authority
assessed against or with respect to the Premises or the use or operation thereof during the Term,
including any federal, state or local income, gross receipts, withholding, franchise, excise,
sales, use, value added, recording, transfer or stamp tax, levy, duty, charge or withholding of any
kind imposed or assessed by any federal, state or local government, agency or authority, together
with any addition to tax, penalty, fine or interest thereon, other than state or U.S. federal
income tax imposed upon the taxable income of Lessor and any franchise taxes imposed upon Lessor
(such taxes and assessments being hereinafter called “Taxes”). In the event that Lessees
fail to pay their share of such Taxes in accordance with the provisions of this Section 6.1
prior to the time the same become delinquent, Lessor may pay the same and Lessees shall reimburse
Lessor all amounts paid by Lessor on Lessees’ behalf within 30 days following the date Lessor
delivers to Lessees evidence of such payment.



     6.2 Manner of Payment. Upon notice by Lessees to Lessor, Lessor and Lessees shall use
commercially reasonable efforts to cause the Premises and the Relevant Assets (including all
Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be
separately assessed for purposes of Taxes as soon as reasonably practicable following the
Commencement Date (to the extent allowed by applicable Law). During the Term but subject to the
provisions of Section 6.1, Lessees shall pay all Taxes assessed directly against the
Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access
Facilities and any SUMF Assets) directly to the applicable taxing authority prior to delinquency
and shall promptly thereafter provide Lessor with evidence of such payment. Until such time as
Lessor and Lessees can cause the Premises, the Relevant Assets and the Additional Improvements (but
excluding the Shared Access Facilities and any SUMF Assets) to be separately assessed as provided
above, Lessees shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the
applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the
Lessor and Lessees as to the portion of such Taxes attributable to the Premises, the Relevant
Assets and the Additional Improvements), subject to the terms of Section 6.1. The
certificate issued or given by the appropriate officials authorized or designated by law to issue
or give the same or to receive payment of such Taxes shall be prima facie evidence of the
existence, payment, nonpayment and amount of such Taxes. Lessees may contest the validity or
amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the
Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessees’
sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance
with applicable Law. If Lessees contest such items then Lessor shall cooperate with Lessees in any
such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or
the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the
Term shall be prorated between the Parties based on the portions



10









 




of such years that are coincident with the applicable tax years and for which each applicable
Party is responsible.




ARTICLE VII

EMINENT DOMAIN; CASUALTY; INSURANCE




     7.1 Total Condemnation of Premises. If the whole of the Premises are acquired or
condemned by eminent domain for any public or quasi-public use or purpose, then this Lease shall
terminate as of the date title vests in any public agency. All rentals and other charges owing
hereunder shall be prorated as of such date.



     7.2 Partial Condemnation. If any part of the Premises is acquired or condemned as set
forth in Section 7.1, and if in Lessees’ reasonable opinion such partial taking or
condemnation renders the Premises unsuitable for the business of Lessees, then this Lease shall
terminate at Lessees’ election as of the date title vests in any public agency, provided Lessees
deliver to Lessor written notice of such election to terminate within 60 days following the date
title vests in such public agency. In the event of such termination, all rentals and other charges
owing hereunder shall be prorated as of such effective date of termination.



     7.3 Damages and Right to Additional Property. Lessor shall be entitled to any award
and all damages payable as a result of any condemnation or taking of the fee title of the Premises,
provided that the net amount which may be awarded or tendered to Lessor in such condemnation
proceedings (less all legal and other expenses incurred by Lessor in connection with such taking)
shall (as long as no Lessee is then in default hereunder) be used to pay for any restoration by
Lessees of the Relevant Assets, the Additional Improvements and/or the remainder of the Premises
hereof to the extent Lessees desire any of the same to be restored. Lessees shall have the right
to claim and recover from the condemning authority, but not from Lessor, such compensation as may
be separately awarded or recoverable by any Lessee in such Lessee’s own right on account of any and
all damage to the Relevant Assets, the Additional Improvements and/or such Lessee’s business by
reason of the condemnation, including loss of value of any unexpired portion of the Term, and for
or on account of any cost or loss to which such Lessee might be put in removing such Lessee’s
personal property, fixtures, leasehold improvements and equipment, including the Relevant Assets
and the Additional Improvements, from the Premises.



          During any periods of time during which the Relevant Assets and/or Additional Improvements are
destroyed, damaged, or are being restored or reconstructed (each a “Casualty Event”) under the
terms of this Section, Rent hereunder shall be abated in the proportion that Lessees’ use thereof
is impacted by such Casualty Event, on the condition that Lessees take commercially reasonable
efforts to mitigate the disruption to its business caused by such Casualty Event.




     7.4 Insurance. Except as otherwise agreed by Lessor and Lessees, Lessees shall, at
all times, maintain or cause to be maintained insurance with respect to the Premises, the Relevant
Assets and the Additional Improvements in accordance with the requirements identified on
Schedule 7.4 hereto.



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ARTICLE VIII

ASSIGNMENT AND SUBLETTING




     8.1 Assignment and Subletting. This Agreement may be assigned in connection with, and
subject to the terms and conditions set forth in Section 13(b) of, the Throughput Agreement, which
such terms and conditions are incorporated herein by reference.



     8.2 Release of Lessor. Any assignment of this Lease by Lessor in accordance with
Section 8.1 shall operate to terminate the liability of Lessor for all obligations under
this Lease accruing after the date of any such assignment.



     8.3 Release of Lessees. Any assignment of this Lease by any Lessee in accordance with
Section 8.1 shall operate to terminate the liability of such Lessee for all obligations
under this Lease accruing after the date of any such assignment.



ARTICLE IX

DEFAULTS; REMEDIES; TERMINATION




     9.1 Default by Lessees. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by a Lessee:



          (a) The failure by a Lessee to make when due any payment of Rent or any other payment required
to be made by such Lessee hereunder, if such failure continues for a period of 90 days following
written notice from Lessor;




          (b) The failure by a Lessee to observe or perform any of the other covenants, conditions or
provisions of this Lease to be observed or performed by such Lessee, if such failure continues for
a period of 90 days following written notice from Lessor; provided, however, if a reasonable time
to cure such default would exceed 90 days, such Lessee shall not be in default so long as such
Lessee begins to cure such default within 90 days of receiving written notice from Lessor and
thereafter completes the curing of such default within reasonable period of time (under the
circumstances) following the receipt of such written notice from Lessor; or




          (c) The occurrence of any Bankruptcy Event.




     9.2 Lessor’s Remedies.



          (a) In the event of any such material default under or material breach of the terms of this
Lease by any Lessee, Lessor may, at Lessor’s option, at any time thereafter that such default or
breach remains uncured, without further notice or demand, terminate this Lease and Lessees’ right
to possession of the Premises and forthwith repossess the Premises by any lawful means in which
event Lessees shall immediately surrender possession of the Premises to Lessor; and any such action
on the part of Lessor shall be in addition to any other remedy that may be available to Lessor for
arrears of Rent or breach of contract, or otherwise, including the right of setoff.




          (b) If, by the terms of this Lease, any Lessee is required to do or perform any act or to pay
any sum to a third party, and fails or refuses to do so, Lessor, after 30 days written






12









 







notice to such Lessee, without waiving any other right or remedy hereunder for such default,
may do or perform such act, at such Lessee’s expense, or pay such sum for and on behalf of such
Lessee, and the amounts so expended by Lessor shall be repayable on demand, and bear interest from
the date expended by Lessor until paid at a rate equal to the lesser of (i) an interest rate equal
to the “Prime Rate” as published in The Wall Street Journal, Southwest Edition, in its listing of
“Money Rates” plus two percent (2%) or (ii) the maximum non-usurious rate of interest permitted to
be charged such Lessee under applicable Law (the “Post-Maturity Rate”). Past due Rent and
any other past due payments required hereunder shall bear interest from maturity until paid at the
Post-Maturity Rate.




     9.3 Default by Lessor. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by Lessor:



          (a) The failure by Lessor to observe or perform any of the other covenants, conditions or
provisions of this Lease to be observed or performed by Lessor, if such failure continues for a
period of 30 days following written notice from Lessees; provided, however, if a reasonable time to
cure such default would exceed 30 days, Lessor shall not be in default so long as Lessor begins to
cure such default within 30 days of receiving written notice from Lessees and thereafter completes
the curing of such default within a reasonable period of time following the receipt of such written
notice from Lessees; or




          (b) The occurrence of a Bankruptcy Event.




     9.4 Lessees’ Remedies. In the event of any such default under or breach of the terms
of this Lease by Lessor, Lessees may, at Lessees’ option, at any time thereafter that such default
or breach remains uncured, after ten days prior written notice to Lessees, perform any act that
Lessor is required to do or perform any act or to pay any sum to a Third Party, at Lessor’s expense
(to the extent the terms of this Lease require such performance at Lessor’s expense) or pay such
sum for and on behalf of Lessor, and the amounts so expended by Lessees shall be repayable on
demand, and bear interest from the date expended by Lessees until paid at the Post-Maturity Rate.
Lessees may, at Lessees’ option, deduct any such amounts so expended by Lessees from the Rent and
any other amounts owed hereunder or under any Ancillary Agreement and any such action on the part
of Lessees shall be in addition to any other remedy that may be available to Lessees for default or
breach of contract, or otherwise, including the right of setoff.



ARTICLE X

INDEMNITY




     10.1 Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and
keep harmless Lessees and their Affiliates and their respective officers, directors, shareholders,
unitholders, members, partners, managers, agents, employees, representatives, successors and
assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all
liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving
strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, the
“Claims”) which may be imposed on, incurred by or asserted against any of the Lessee
Indemnified Parties, in any way relating to or arising out of (a) any failure to perform any



13









 




covenant or agreement made or undertaken by Lessor in this Lease, or (b) the exercise of
Lessor’s rights and obligations under Section 2.2(b); provided, however, Lessor shall not
have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses
(a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence
(standard negligence or gross negligence) of any of the Lessee Indemnified Parties. To the extent
that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under
the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the
Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving
rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO
EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR
OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR
WOULD BE LIABLE UNDER THIS SECTION.




     10.2 Indemnification by Lessees. Lessees agree to indemnify, defend, protect, save
and keep harmless Lessor and its Affiliates, and their respective officers, directors,
shareholders, unitholders, members, partners, managers, agents, employees, representatives,
successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against
any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified
Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any
covenant or agreement made or undertaken by Lessees in this Lease, but expressly excluding any
Claims arising pursuant to Lessees’ non-compliance with any Environmental Law or the release of any
Hazardous Substance (such Claims to be addressed pursuant to the indemnification obligations of the
Throughput Agreement), or (b) the exercise of Lessees’ rights under Section 2.2(a);
provided, however, Lessees shall not have any obligation to indemnify the Lessor Indemnified
Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of
the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessor
Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full
indemnification payments from Lessees under the indemnification provisions of this Section
10.2, Lessees shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the
transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING
CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEES BE LIABLE FOR INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS
INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE
PAYABLE TO THIRD PARTIES FOR WHICH LESSEES WOULD BE LIABLE UNDER THIS SECTION.



     10.3 Matters Involving a Third Party. If any Third Party shall notify either Lessor
or Lessees with respect to any action or claim by a Third Party (a “Third-Party Claim”)
that may give rise to a right to claim for indemnification against the other Party under
Section 10.1 or Section 10.2, then the Indemnified Party shall promptly notify the
Indemnifying Party thereof in writing; provided, however, that failure to give timely notice shall
not affect the right to indemnification to the extent such failure to give timely notice is not
prejudicial to the Indemnifying Party.



14









 





     10.4 Survival. Notwithstanding anything contained in this Lease to the contrary, the
provisions of this Article X shall survive the expiration or earlier termination of this
Lease.



     10.5 Ancillary Agreements. The Ancillary Agreements contain additional indemnity
provisions. The indemnities contained in this Article X are in addition to and not in lieu
of the indemnity provisions contained in the Ancillary Agreements.



ARTICLE XI

GENERAL PROVISIONS




     11.1 Estoppel Certificates. Lessees and Lessor shall, at any time and from time to
time upon not less than 20 days prior written request from the other party, execute, acknowledge
and deliver to the other a statement in writing (a) certifying that this Lease is unmodified and in
full force and effect (or, if modified, stating the nature of such modification and certifying that
this Lease, as so modified, is in full force and effect) and the date to which Rent and other
charges are paid, and (b) acknowledging that there are not, to the executing party’s knowledge, any
uncured defaults on the part of the other party hereunder (or specifying such defaults, if any are
claimed). Any such statement may be conclusively relied upon by any prospective purchaser of the
Premises or the leasehold evidenced by this Lease or any lender with respect to the Premises or the
leasehold evidenced by this Lease. Nothing in this Section 11.1 shall be construed to
waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of
the Premises by Lessees.



     11.2 Severability; Joint and Several Liability. The invalidity or unenforceability of
any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way
affect the validity or enforceability of any other provision hereof. Lessees’ obligations and
liabilities hereunder are joint and several.



     11.3 Time of Essence. Time is of the essence in the performance of all obligations
falling due hereunder.



     11.4 Captions. The headings to Articles, Sections and other subdivisions of this
Lease are inserted for convenience of reference only and will not affect the meaning or
interpretation of this Lease.



     11.5 Entire Agreement; Amendment. This Lease, including the exhibits and schedules
attached hereto, constitutes the entire agreement and understanding between the parties hereto with
respect to the lease of the Premises, and supersedes all prior and contemporaneous agreements and
undertakings of the parties, in connection herewith. This Lease may be modified in writing only,
signed by the parties in interest at the time of modification.



     11.6 Schedules and Exhibits. All schedules and exhibits hereto which are referred to
herein are hereby made a part hereof and incorporated herein by such reference.



     11.7 Notices. 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



15









 




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 Lessor:



c/o Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: President

Email address: president@hollycorp.com



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

giver 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 any Lessee:



c/o Holly Energy Partners, L.P.

100 Crescent Court, Suite 1600

Dallas, TX 75201

Attn: David 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@hollycorp.com




          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 11.7.




     11.8 Waivers. No waiver or waivers of any breach or default or any breaches or
defaults by either Party of any term, condition or liability of or performance by the other party
of any duty or obligation hereunder shall be deemed or construed to be a waiver or waivers of
subsequent breaches or defaults of any kind, character or description under any circumstance. The
acceptance of Rent hereunder by Lessor shall not be a waiver of any preceding breach by



16









 




any Lessee of any provision hereof, other than the failure of such Lessee to pay the
particular Rent so accepted, regardless of Lessor’s knowledge of such preceding breach at the time
of acceptance of such Rent.




     11.9 No Partnership. The relationship between Lessor and Lessees at all times shall
remain solely that of landlord and tenant and shall not be deemed a partnership or joint venture.



     11.10 No Third Party Beneficiaries. Subject to the provisions of Article X
and Section 11.14 hereof, this Lease inures to the sole and exclusive benefit of Lessor and
Lessees, their respective Affiliates, successors, legal representatives, sublessees and assigns,
and confers no benefit on any third party.



     11.11 Waiver of Landlord’s Lien. To the extent permitted by Law, Lessor hereby
expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon
Lessees’ personal property now or hereafter installed or placed in or on the Premises, which
otherwise might exist to secure payment of the sums herein provided to be paid by Lessees to
Lessor.



     11.12 Mutual Cooperation; Further Assurances. Upon request by either Party from time
to time during the Term, each Party hereto agrees to execute and deliver all such other and
additional instruments, notices and other documents and do all such other acts and things as may be
reasonably necessary to carry out the purposes of this Lease and to more fully assure the Parties’
rights and interests provided for hereunder. Lessor and each Lessee agrees to reasonably cooperate
with the other on all matters relating to required Permits and regulatory compliance by either
Lessees or Lessor in respect of the Premises so as to ensure continued full operation of the
Premises by Lessees pursuant to the terms of this Lease.



     11.13 Recording. Upon the request of Lessor or Lessees, Lessor and Lessees shall
execute, acknowledge, deliver and record a “short form” memorandum of this Lease in the form of
Exhibit B attached hereto and made a part hereof for all purposes. Promptly upon request
by Lessor at any time following the expiration or earlier termination of this Lease, however such
termination may be brought about, Lessees shall execute and deliver to Lessor an instrument, in
recordable form, evidencing the termination of this Lease and the release by Lessees of all of
Lessees’ right, title and interest in and to the Premises existing under and by virtue of this
Lease (the “Lessee Release”) and each Lessee grants Lessor an irrevocable power of attorney
coupled with an interest for the purpose of executing the Lessee Release in the name of the
Lessees. This Section 11.13 shall survive the termination of this Lease.



     11.14 Binding Effect. Except as herein otherwise expressly provided, this Lease shall
be binding upon and inure to the benefit of the Parties and their respective successors, sublessees
and assigns. Nothing in this Section shall be construed to waive the conditions elsewhere
contained in this Lease applicable to assignment or subletting of the Premises by the Parties.



     11.15 Choice of Law. The provisions of this Lease shall be governed by and construed
in accordance with the laws of the State of Oklahoma, excluding any conflicts-of-law rule or
principle that might require the application of laws of another jurisdiction.



17









 





     11.16 Warranty of Peaceful Possession. Lessor covenants and warrants that Lessees,
upon paying the Rent reserved hereunder and observing and performing all of the covenants,
conditions and provisions on Lessees’ part to be observed and performed hereunder, may peaceably
and quietly have, hold, occupy, use and enjoy, and, subject to the terms of this Lease, shall have
the full, exclusive, and unrestricted use and enjoyment of, all the Premises during the Term for
the purposes permitted herein, and Lessor agrees to warrant and forever defend title to the
Premises against the claims of any and all persons whomsoever lawfully claiming or to claim the
same or any part thereof.



     11.17 Force Majeure. In the event of Lessor or any Lessee being rendered unable,
wholly or in part, by Force Majeure to carry out its obligations under this Lease, other than to
make payments due hereunder and the obligations under Section 11.16, it is agreed that on
such Party’s giving notice and full particulars of such Force Majeure to the other Party as soon as
practicable after the occurrence of the cause relied on, then the obligations of the Parties, so
far as they are affected by such Force Majeure, shall be suspended during the continuance of any
inability so caused but for no longer period, and such cause shall, as far as possible, be remedied
with all reasonable dispatch. It is understood and agreed that the settlement of strikes or
lockouts shall be entirely within the discretion of the Party having the difficulty, and that the
above requirements that any Force Majeure shall be remedied with all reasonable dispatch shall not
require the settlement of strikes or lockouts by acceding to the demands of the opposing party when
such course is inadvisable in the discretion of the Party having the difficulty. Notwithstanding
anything in this Lease 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.



     11.18 Survival. All obligations of Lessor and Lessees that shall have accrued under
this Lease prior to the expiration or earlier termination hereof shall survive such expiration or
termination to the extent the same remain unsatisfied as of the expiration or earlier termination
of this Lease. Lessor and Lessees further expressly agree that all provisions of this Lease which
contemplate performance after the expiration or earlier termination hereof shall survive such
expiration or earlier termination of this Lease.



     11.19 AS IS, WHERE IS. SUBJECT TO ALL OF THE OBLIGATIONS OF LESSOR UNDER THIS LEASE
INCLUDING THOSE SET FORTH IN ARTICLE V, ARTICLE X AND SECTION 11.16,
LESSEES HEREBY ACCEPT THE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND LESSOR MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL
CONDITION OF THE PREMISES, INCLUDING THE PREMISES’ MERCHANTABILITY, HABITABILITY, CONDITION,
FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.



     11.20 Relocation of Pipelines; Amendment. If Lessor elects to move certain pipelines
within the Refinery Site, and such relocation of the pipelines requires relocation of any of the
Relevant Assets, then this Agreement shall continue in full force and effect; provided, however,
the Parties shall execute an amendment hereto reflecting the new location(s) of the Relevant
Assets.



18









 





     11.21 Option. Following the termination or expiration of the Throughput Agreement,
including any renewal, extension, or replacement agreement thereof subject to Section 7 of the
Throughput Agreement, Lessor shall have an option, and Lessees hereby grant such option, to
purchase the Relevant Assets at a cost equal to the fair market value thereof, as reasonably
determined by Lessor and Lessees. In the event that Lessor and Lessees cannot agree as to the fair
market value of the Relevant Assets, each party shall select a qualified appraiser. The two
appraisers shall give their opinion of the fair market value of the Relevant Assets within 20 days
after their retention. In the event the opinions of the two appraisers differ and, after good
faith efforts over the succeeding 20-day period, they cannot mutually agree, the appraisers shall
immediately and jointly appoint a third qualified appraiser. The third appraiser shall immediately
(within five days) choose either the determination of Lessor’s appraiser or Lessees’ appraiser and
such choice of this third appraiser shall be final and binding on Lessor and Lessees. Each party
shall pay its own costs for its appraiser. Following the determination of the fair market value of
the Relevant Assets by the appraisers, the parties shall equally share the costs of any third
appraiser. Upon Lessor’s exercise of the option granted pursuant to this Section, Lessor and
Lessees shall cooperate to convey the Relevant Assets from Lessees to Lessor. The terms and
conditions of this Section 11.21 shall survive the termination or expiration of this Agreement or
the Throughput Agreement. If Lessor chooses to exercise its option granted pursuant to this
Section, the sale of the Relevant Assets shall be subject to the receipt of any consents or waivers
required pursuant to the Amended and Restated Credit Agreement, dated as of August 27, 2007, among
Holly Energy Partners — Operating, L.P., the Banks party thereto, and Union Bank, N.A., as
Administrative Agent, as such agreement may be amended, restated, otherwise modified or refinanced
from time to time.



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



[Remainder of Page Intentionally Left Blank]




19









 








     The parties hereto have executed this Lease to be effective as of the Commencement Date.


LESSOR:




	 	 	 	 	 
	 	HOLLY REFINING &
MARKETING-TULSA LLC,
a Delaware limited liability company

 	 
	 	By:  	/s/ David L. Lamp
 	 
	 	 	David L. Lamp 	 
	 	 	President 	 
	 


LESSEES:




	 	 	 	 	 
	 	HEP TULSA LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	Senior Vice President 	 
	 
	 	HOLLY ENERGY STORAGE-TULSA LLC

a Delaware limited liability company

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



[Signature
Page to First Amended and Restated Lease and Access Agreement (East Tulsa)]

















 





EXHIBIT A




DESCRIPTION OF PREMISES


A tract of land lying in the East Half of the Northwest Quarter and the Northeast Quarter of
Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State
of Oklahoma, and being more particularly described as follows:



COMMENCING at the northeast corner of the said Northwest Quarter, said point also being the
northwest corner of the said Northeast Quarter;



THENCE South 00°58’59” East, along the common line between the Northwest Quarter and the Northeast
Quarter, a distance of 564.68 feet to the POINT OF BEGINNING;



THENCE North 88°53’33” East a distance of 13.95 feet;



THENCE South 00°50’02” East a distance of 1,507.22 feet;



THENCE South 89°42’24” West a distance of 188.15 feet;



THENCE North 00°38’14” West a distance of 291.81 feet;



THENCE South 88°54’13” West a distance of 209.06 feet;



THENCE South 01°49’49” East a distance of 268.80 feet;



THENCE South 87°29’45” West a distance of 115.41 feet;



THENCE South 00°12’20” West a distance of 266.41 feet;



THENCE South 89°05’12” West a distance of 316.77 feet;



THENCE North 01°06’24” West a distance of 282.09 feet;



THENCE continuing North 01°06’24” West a distance of 271.57 feet;



THENCE North 86°34’04” West a distance of 80.75 feet;



THENCE South 89°03’38” West a distance of 427.05 feet to a point on the west line of the East Half
of the said Northwest Quarter;



THENCE North 00°54’11” West, along said west line, a distance of 1,550.38 feet;



THENCE South 89°26’14” East a distance of 367.80 feet;



THENCE North 87°38’43” East a distance of 141.55 feet;



THENCE South 00°44’21” East a distance of 801.29 feet;



THENCE North 89°01’16” East a distance of 433.79 feet;






A-1









 







THENCE North 00°09’34” East a distance of 447.85 feet;



THENCE North 88°53’33” East a distance of 377.19 feet to the POINT OF BEGINNING.



Said tract containing 1,856,282 square feet or 42.6144 acres more or less.



A tract of land lying in the East Half of the Southwest Quarter and the Southeast Quarter of
Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State
of Oklahoma, according to the United States government survey thereof, and being more particularly
described as follows:



COMMENCING at the southeast corner of the said East Half of the Southwest Quarter, said point also
being the southwest corner of the said Southeast Quarter;



THENCE North 01°14’16” West, along the common line between the said Southeast and Southwest Quarter
a distance of 1,127.81 feet to the POINT OF BEGINNING;



THENCE South 88°43’23” West a distance of 273.63 feet;



THENCE North 01°05’02” West a distance of 787.59 feet;



THENCE North 01°30’42” West a distance of 402.41 feet;



THENCE North 87°22’40” East a distance of 209.33 feet;



THENCE South 86°32’11” East a distance of 50.14 feet;



THENCE South 57°19’41” East, passing at 17.12 feet the common line between the said Southwest
Quarter and the Southeast Quarter, and continuing for a total distance of 41.07 feet;



THENCE South 00°55’38” East a distance of 1,167.85 feet;



THENCE South 88°43’23” West a distance of 13.55 feet to the POINT OF BEGINNING.



Said tract containing 344,581 square feet or 7.9105 acres more or less.



A tract of land lying in Government Lot 6 of Section 13 and the Southeast Quarter of Section 14,
Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being
more particularly described as follows:



COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;



THENCE South 01°17’58” East, along the common line between said Sections 13 and 14, a distance of
1,466.75 feet to the POINT OF BEGINNING;



THENCE North 88°37’53” East a distance of 337.54 feet;






A-2









 







THENCE South 00°36’51” East a distance of 375.50 feet;



THENCE South 88°36’24” West a distance of 409.94 feet;



THENCE North 00°10’17” West a distance of 375.72 feet;



THENCE North 88°37’53” East a distance of 69.49 feet to the POINT OF BEGINNING.



Said tract of land containing 153,409 square feet or 3.5218 acres more or less.



A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North,
Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly
described as follows:



COMMENCING at southeast corner of the Southwest Quarter of said Section 14;



THENCE South 89°17’34” West, along the south line of the said Southwest Quarter, a distance of
273.89 feet;



THENCE North 00°42’26” West a distance of 319.04 feet to the POINT OF BEGINNING;



THENCE South 88°42’44” West a distance of 394.78 feet;



THENCE South 88°24’34” West a distance of 382.43 feet;



THENCE North 02°48’56” West a distance of 422.64 feet;



THENCE North 01°21’23” West a distance of 787.85 feet;



THENCE North 88°04’21” East a distance of 395.99 feet;



THENCE South 01°30’14” East a distance of 795.92 feet;



THENCE North 89°05’59” East a distance of 387.07 feet;



THENCE South 01°45’27” East a distance of 414.21 feet to the POINT OF BEGINNING.



Said tract containing 640,567 square feet or 14.7054 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as
follows:



COMMENCING at southwest corner of the Southeast Quarter of said Section 14;



THENCE North 01°14’16” West, along the west line of the said Southeast Quarter, a distance of






A-3









 







737.88 feet;



THENCE North 88°45’44” East a distance of 118.42 feet to the POINT OF BEGINNING;



THENCE North 00°59’42” West a distance of 366.36 feet;



THENCE North 88°29’12” East a distance of 120.43 feet;



THENCE South 80°02’26” East a distance of 119.54 feet;



THENCE South 73°20’45” East a distance of 75.84 feet;



THENCE South 01°58’57” East a distance of 306.59 feet;



THENCE South 83°09’10” West a distance of 151.16 feet;



THENCE South 89°04’44” West a distance of 164.96 feet to the POINT OF BEGINNING.



Said tract containing 109,842 square feet or 2.5216 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as
follows:



COMMENCING at the northeast corner of the said Southeast Quarter;



THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02
feet;



THENCE South 89°41’22” West a distance of 244.09 feet;



THENCE South 85°45’23” West a distance of 225.17 feet;



THENCE South 00°55’39” East a distance of 750.57 feet;



THENCE South 88°36’18” West a distance of 405.16 feet;



THENCE South 03°01’49” East a distance of 172.35 feet;



THENCE South 01°12’31” East a distance of 149.87 feet;



THENCE South 88°25’52” West a distance of 134.78 feet;



THENCE South 01°55’23” East a distance of 206.29 feet to the POINT OF BEGINNING;



THENCE North 89°02’26” East a distance of 111.41 feet;



THENCE South 07°07’38” West a distance of 40.12 feet;







A-4









 







THENCE South 02°41’42” East a distance of 52.93 feet;



THENCE South 89°19’36” West a distance of 105.80 feet;



THENCE North 01°56’12” West a distance of 92.11 feet to the POINT OF BEGINNING.



Said tract of land containing 9,850 square feet or 0.2261 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as
follows:



COMMENCING at the northeast corner of the said Southeast Quarter;



THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02
feet;



THENCE South 89°41’22” West a distance of 244.09 feet;



THENCE South 85°45’23” West a distance of 225.17 feet to the POINT OF BEGINNING;



THENCE South 00°55’39” East a distance of 750.57 feet;



THENCE South 88°36’18” West a distance of 405.16 feet;



THENCE South 03°01’49” East a distance of 172.35 feet;



THENCE South 01°12’31” East a distance of 149.87 feet;



THENCE South 88°25’52” West a distance of 134.78 feet;



THENCE North 01°03’05” West a distance of 494.30 feet;



THENCE North 89°17’16” East a distance of 128.55 feet;



THENCE North 01°00’16” West a distance of 316.69 feet;



THENCE continuing North 01°00’16” West a distance of 273.01 feet;



THENCE North 88°59’37” East a distance of 392.66 feet;



THENCE South 64°59’40” East a distance of 15.02 feet to the POINT OF BEGINNING.



Said tract of land containing 372,460 square feet or 8.5505 acres more or less.



A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly






A-5









 







described as follows:



COMMENCING at the northwest corner of said Northeast Quarter;



THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03
feet;



THENCE South 00°42’26” East a distance of 212.66 feet to the POINT OF BEGINNING;



THENCE North 89°01’01” East a distance of 60.00 feet;



THENCE South 00°58’59” East a distance of 110.00 feet;



THENCE South 89°01’01” West a distance of 60.00 feet;



THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.



Said tract containing 6,600 square feet or 0.1515 acres more or less.



A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly
described as follows:



COMMENCING at the northwest corner of said Northeast Quarter;



THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 260.93
feet;



THENCE South 00°42’26” East a distance of 193.45 feet to the POINT OF BEGINNING;



THENCE North 89°01’01” East a distance of 70.00 feet;



THENCE South 00°58’59” East a distance of 340.00 feet;



THENCE South 89°01’01” West a distance of 70.00 feet;



THENCE North 00°58’59” West a distance of 340.00 feet to the POINT OF BEGINNING.



Said tract containing 23,800 square feet or 0.5464 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14 and the Northeast Quarter of Section
23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and
being more particularly described as follows:



COMMENCING at southwest corner of the Southeast Quarter of said Section 14, said point also being
the the northwest corner of the Northeast Quarter of said Section 23;







A-6









 







THENCE North 89°17’34” East, along the common line between said Sections 14 and 23, a distance of
883.82 feet to the POINT OF BEGINNING;



THENCE North 01°24’27” West a distance of 1,388.91 feet;



THENCE North 08°33’08” East a distance of 170.84 feet;



THENCE South 81°26’52” East a distance of 20.00 feet;



THENCE South 08°33’08” West a distance of 10.00 feet;



THENCE North 81°26’52” West a distance of 10.00 feet;



THENCE South 08°33’08” West a distance of 38.55 feet;



THENCE South 01°24’27” East a distance of 596.53 feet;



THENCE North 88°35’33” East a distance of 25.00 feet;



THENCE South 01°24’27” East a distance of 25.00 feet;



THENCE South 88°35’33” West a distance of 25.00 feet;



THENCE South 01°24’27” East a distance of 334.27 feet;



THENCE North 88°35’33” East a distance of 61.00 feet;



THENCE South 01°24’27” East a distance of 15.00 feet;



THENCE South 88°35’33” West a distance of 61.00 feet;



THENCE South 01°24’27” East, passing at 537.21 feet the common line between said Sections 14 and
23, and continuing for a total distance of 610.32 feet;



THENCE South 05°22’04” West a distance of 183.62 feet;



THENCE South 01°15’33” East a distance of 475.90 feet;



THENCE North 88°44’27” East a distance of 5.00 feet;



THENCE South 01°15’33” East a distance of 20.00 feet;



THENCE South 88°44’27” West a distance of 15.00 feet;



THENCE North 01°15’33” West a distance of 751.70 feet to the POINT OF BEGINNING.



Said tract containing 58,733 square feet or 1.3483 acres more or less.



A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North,






A-7









 







Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly
described as follows:



COMMENCING at the northeast corner of the said Northwest Quarter



THENCE South 89°17’34” West, along the north line of the said Northwest Quarter, a distance of
316.92 feet;



THENCE South 00°42’26” East a distance of 12.00 feet to the POINT OF BEGINNING;



THENCE South 00°42’26” East a distance of 30.00 feet;



THENCE South 89°17’34” West a distance of 140.00 feet;



THENCE North 00°42’26” West a distance of 30.00 feet;



THENCE North 89°17’34” East a distance of 140.00 feet to the POINT OF BEGINNING.



Said tract containing 4,200 square feet or 0.0964 acres more or less.









A-8









 








EXHIBIT B




FIRST AMENDED AND RESTATED MEMORANDUM OF LEASE



     THIS FIRST AMENDED AND RESTATED MEMORANDUM OF LEASE (the “Memorandum”) is made and
entered into to be effective as of 11:59 p.m. Dallas, Texas time on March 31, 2010 to reflect the
existence of a First Amended and Restated Lease and Access Agreement dated of even date herewith,
by and between HOLLY REFINING & MARKETING-TULSA LLC, a limited liability company organized and
existing under the laws of Delaware, having an office address at 100 Crescent Court, Suite 1600,
Dallas, Texas 75201 (“Lessor”), and HEP TULSA LLC, a limited liability company organized
and existing under the laws of Delaware, , having an office address at 100 Crescent Court, Suite
1600, Dallas, Texas 75201 (“HEP Tulsa”), and HOLLY ENERGY STORAGE-TULSA LLC, a limited
liability company organized and existing under the laws of Delaware (“HEP Storage-Tulsa,”
and collectively with HEP Tulsa, “Lessees”). Such First Amended and Restated Lease and
Access Agreement is herein referred to as the “Ground Lease”. Lessor and Lessees are
collectively referred to as the “Parties” and individually as a “Party”.



RECITALS




     A. This Memorandum amends and restates that certain Memorandum of Lease recorded on or about
December 1, 2009 as Document Number 2009122414, in the Official Public Records of Real Property in
Tulsa County, Oklahoma.



     B. Lessor is the owner of those certain tracts or parcels of land and appurtenant rights on
which the Relevant Assets (as defined below) are situated (“Lessor’s Property”).



     C. Pursuant to the terms of that certain Asset Sale and Purchase Agreement (the “Group 1
Purchase Agreement”), dated October 19, 2009, among Lessor and HEP Tulsa, as Buyers, and
Sinclair Tulsa Refining Company, as Seller (“Sinclair”), Lessor acquired certain refining
and other related assets and the real property more particularly described on Exhibit A
annexed hereto and made a part hereof (the “Premises”), and HEP Tulsa acquired the Group 1
Assets (as such term is defined in the Ground Lease) all of which are located on the Premises.



     D. Pursuant to an LLC Interest Purchase Agreement dated March 31, 2010, by and between HEP
Tulsa and HEP Refining Company, L.L.C., as Buyers, Lessor and Navajo Refining Company, L.L.C., as
Sellers, and Holly Corporation (the “Group 2 Purchase Agreement”), HEP Tulsa acquired from
Lessor all of the issued and outstanding membership interests of HEP Storage-Tulsa;



     E. HEP Storage-Tulsa is the owner of the Group 2 Assets (as such term is defined in the Ground
Lease), which, together with the Group 1 Assets, are referred to as the “Relevant Assets,”
all of which are located on the Premises.



     F. Lessor has leased the Premises to Lessees pursuant to the terms of the Ground Lease.



B-1









 





     G. Lessor has granted to Lessees certain rights of access and use to those portions of
Lessor’s Property that are not part of the Premises (the “Refinery and Terminal Site”).



     H. Lessor and Lessees have entered into the Ground Lease and desire to give public notice of
the existence of certain of their rights and agreements thereunder. Capitalized terms which are
used but not defined herein shall have the meanings given to them in the full text of the Ground
Lease.



     NOW, THEREFORE, the Parties do hereby give public notice as follows:



     1. Term of Ground Lease. The initial Term of the Ground Lease commences on March 31,
2010, and terminates on March 30, 2060, and after such date the Term of the Ground Lease shall be
automatically renewed for a maximum of four (4) successive ten-year periods thereafter unless the
Term of the Ground Lease is sooner terminated pursuant to the provisions thereof.



     2. Relevant Assets. Pursuant to those certain Bills of Sale dated December 1, 2009,
Sinclair granted, sold, conveyed, assigned, transferred, set over, and vested in HEP Tulsa the
Group 1 Assets. Pursuant to a Conveyance, Assignment and Bill of Sale of even date herewith,
Lessor has granted, sold, conveyed, assigned, transferred, set over, and vested in HEP
Storage-Tulsa the Group 2 Assets.



     3. Early Termination Rights. Lessees have the right, in Lessees’ sole and absolute
discretion, to terminate the Ground Lease, without penalty or premium, if Lessees cease to operate
the Relevant and Additional Improvements, each as defined in the Ground Lease, or ceases its
business.



     4. Access Rights of Lessees to the Refinery and Terminal Site. Pursuant to the terms
and provisions of the Ground Lease, Lessees have been granted certain non-exclusive access rights
to use various portions of the Refinery and Terminal Site.



     5. Reservation of Rights of Lessor of Access to the Premises. Pursuant to the terms
of the Ground Lease, Lessor has retained certain rights of access to the Premises for the purposes
set forth in the Ground Lease.



     6. Option Rights. Pursuant to the terms of the Ground Lease, Lessor has an option to
purchase the Relevant Assets under certain terms and conditions.



     7. Ground Lease Governs. This Memorandum of Lease has been executed and recorded as
notice of the Ground Lease in lieu of recording the Ground Lease itself. Lessor and Lessees intend
that this instrument be only a memorandum of the Ground Lease, and reference is hereby made to the
Ground Lease itself for all of the terms, covenants and conditions thereof. Lessor and Lessees
hereby covenant and agree that this Memorandum of Lease is and shall be subject to the terms and
conditions more particularly set forth in the Ground Lease. This Memorandum of Lease is not
intended to modify, limit or otherwise alter the terms, conditions and provisions of the Ground
Lease. In the event of any conflict, ambiguity or inconsistency between the terms and provisions
of this Memorandum of Lease and the terms and provisions of
the Ground Lease, the terms and provisions of the Ground Lease shall govern, control and
prevail.




B-2









 





     IN WITNESS WHEREOF, the undersigned have caused this Memorandum of Lease to be executed as of
the date first set forth above.



	 	 	 	 	 	 	 
	ATTEST:	 	LESSOR:



HOLLY REFINING & MARKETING-TULSA 

LLC, a Delaware limited liability company

 	 
	 	 	 	 	 	 
	Name:  	 	 	 	 	 	 
	Title:	 	 	 	 	 	 
	 	 	 	By:  	 	 
	 	 	 	 	David L. Lamp 	 
	 	 	 	 	President 	 
	 	 	 
	ATTEST:	 	LESSEES:


HEP TULSA LLC,

a Delaware limited liability company

 	 
	 	 	 	 	 	 
	Name:	 	 	By:  	 	 
	Title:	 	 	 	David G. Blair 	 
	 	 	 	 	Senior Vice President 	 
	 	 	 
	ATTEST:	 	HOLLY ENERGY STORAGE-TULSA LLC,

a Delaware limited liability company

 	 
	 	 	 	 	 	 
	Name:	 	 	 	 	 	 
	Title:	 	 	By:  	 	 
	 	 	 	 	David G. Blair 	 
	 	 	 	 	President 	 



B-3









 






	 	 	 	 	 



	 	 	 	 
	STATE OF TEXAS

	 	§	 
	 

	 	§	 
	COUNTY OF DALLAS

	 	§	 






     This instrument was acknowledged before me on                     , 2010, by David L. Lamp,
President of HOLLY REFINING & MARKETING-TULSA LLC, a Delaware limited liability company, on behalf
of said limited liability company.



	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Notary Public, State of Texas 	 
	 	 	 	 



B-4









 






	 	 	 	 	 



	 	 	 	 
	STATE OF TEXAS

	 	§	 
	 

	 	§	 
	COUNTY OF DALLAS

	 	§	 






     This instrument was acknowledged before me on                     , 2010, by David G. Blair,
Senior Vice President of HEP TULSA LLC, a Delaware limited liability company, on behalf of said
limited liability company.



	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Notary Public, State of Texas 	 
	 	 	 	 



B-5









 






	 	 	 	 	 



	 	 	 	 
	STATE OF TEXAS

	 	§	 
	 

	 	§	 
	COUNTY OF DALLAS

	 	§	 






     This instrument was acknowledged before me on                     , 2010, by David G, Blair,
President of HOLLY ENERGY STORAGE-TULSA LLC, a Delaware limited liability company, on behalf of
said limited liability company.



	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Notary Public, State of Texas 	 
	 	 	 	 
	 




B-6











 





Exhibit A




Description of Premises


A tract of land lying in the East Half of the Northwest Quarter and the Northeast Quarter of
Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State
of Oklahoma, and being more particularly described as follows:



COMMENCING at the northeast corner of the said Northwest Quarter, said point also being the
northwest corner of the said Northeast Quarter;



THENCE South 00°58’59” East, along the common line between the Northwest Quarter and the Northeast
Quarter, a distance of 564.68 feet to the POINT OF BEGINNING;



THENCE North 88°53’33” East a distance of 13.95 feet;



THENCE South 00°50’02” East a distance of 1,507.22 feet;



THENCE South 89°42’24” West a distance of 188.15 feet;



THENCE North 00°38’14” West a distance of 291.81 feet;



THENCE South 88°54’13” West a distance of 209.06 feet;



THENCE South 01°49’49” East a distance of 268.80 feet;



THENCE South 87°29’45” West a distance of 115.41 feet;



THENCE South 00°12’20” West a distance of 266.41 feet;



THENCE South 89°05’12” West a distance of 316.77 feet;



THENCE North 01°06’24” West a distance of 282.09 feet;



THENCE continuing North 01°06’24” West a distance of 271.57 feet;



THENCE North 86°34’04” West a distance of 80.75 feet;



THENCE South 89°03’38” West a distance of 427.05 feet to a point on the west line of the East Half
of the said Northwest Quarter;



THENCE North 00°54’11” West, along said west line, a distance of 1,550.38 feet;



THENCE South 89°26’14” East a distance of 367.80 feet;



THENCE North 87°38’43” East a distance of 141.55 feet;



THENCE South 00°44’21” East a distance of 801.29 feet;






B-7









 







THENCE North 89°01’16” East a distance of 433.79 feet;



THENCE North 00°09’34” East a distance of 447.85 feet;



THENCE North 88°53’33” East a distance of 377.19 feet to the POINT OF BEGINNING.



Said tract containing 1,856,282 square feet or 42.6144 acres more or less.



A tract of land lying in the East Half of the Southwest Quarter and the Southeast Quarter of
Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State
of Oklahoma, according to the United States government survey thereof, and being more particularly
described as follows:



COMMENCING at the southeast corner of the said East Half of the Southwest Quarter, said point also
being the southwest corner of the said Southeast Quarter;



THENCE North 01°14’16” West, along the common line between the said Southeast and Southwest Quarter
a distance of 1,127.81 feet to the POINT OF BEGINNING;



THENCE South 88°43’23” West a distance of 273.63 feet;



THENCE North 01°05’02” West a distance of 787.59 feet;



THENCE North 01°30’42” West a distance of 402.41 feet;



THENCE North 87°22’40” East a distance of 209.33 feet;



THENCE South 86°32’11” East a distance of 50.14 feet;



THENCE South 57°19’41” East, passing at 17.12 feet the common line between the said Southwest
Quarter and the Southeast Quarter, and continuing for a total distance of 41.07 feet;



THENCE South 00°55’38” East a distance of 1,167.85 feet;



THENCE South 88°43’23” West a distance of 13.55 feet to the POINT OF BEGINNING.



Said tract containing 344,581 square feet or 7.9105 acres more or less.



A tract of land lying in Government Lot 6 of Section 13 and the Southeast Quarter of Section 14,
Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being
more particularly described as follows:



COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;



THENCE South 01°17’58” East, along the common line between said Sections 13 and 14, a distance of
1,466.75 feet to the POINT OF BEGINNING;






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THENCE North 88°37’53” East a distance of 337.54 feet;



THENCE South 00°36’51” East a distance of 375.50 feet;



THENCE South 88°36’24” West a distance of 409.94 feet;



THENCE North 00°10’17” West a distance of 375.72 feet;



THENCE North 88°37’53” East a distance of 69.49 feet to the POINT OF BEGINNING.



Said tract of land containing 153,409 square feet or 3.5218 acres more or less.



A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North,
Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly
described as follows:



COMMENCING at southeast corner of the Southwest Quarter of said Section 14;



THENCE South 89°17’34” West, along the south line of the said Southwest Quarter, a distance of
273.89 feet;



THENCE North 00°42’26” West a distance of 319.04 feet to the POINT OF BEGINNING;



THENCE South 88°42’44” West a distance of 394.78 feet;



THENCE South 88°24’34” West a distance of 382.43 feet;



THENCE North 02°48’56” West a distance of 422.64 feet;



THENCE North 01°21’23” West a distance of 787.85 feet;



THENCE North 88°04’21” East a distance of 395.99 feet;



THENCE South 01°30’14” East a distance of 795.92 feet;



THENCE North 89°05’59” East a distance of 387.07 feet;



THENCE South 01°45’27” East a distance of 414.21 feet to the POINT OF BEGINNING.



Said tract containing 640,567 square feet or 14.7054 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as
follows:



COMMENCING at southwest corner of the Southeast Quarter of said Section 14;






B-9









 







THENCE North 01°14’16” West, along the west line of the said Southeast Quarter, a distance of
737.88 feet;



THENCE North 88°45’44” East a distance of 118.42 feet to the POINT OF BEGINNING;



THENCE North 00°59’42” West a distance of 366.36 feet;



THENCE North 88°29’12” East a distance of 120.43 feet;



THENCE South 80°02’26” East a distance of 119.54 feet;



THENCE South 73°20’45” East a distance of 75.84 feet;



THENCE South 01°58’57” East a distance of 306.59 feet;



THENCE South 83°09’10” West a distance of 151.16 feet;



THENCE South 89°04’44” West a distance of 164.96 feet to the POINT OF BEGINNING.



Said tract containing 109,842 square feet or 2.5216 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as
follows:



COMMENCING at the northeast corner of the said Southeast Quarter;



THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02
feet;



THENCE South 89°41’22” West a distance of 244.09 feet;



THENCE South 85°45’23” West a distance of 225.17 feet;



THENCE South 00°55’39” East a distance of 750.57 feet;



THENCE South 88°36’18” West a distance of 405.16 feet;



THENCE South 03°01’49” East a distance of 172.35 feet;



THENCE South 01°12’31” East a distance of 149.87 feet;



THENCE South 88°25’52” West a distance of 134.78 feet;



THENCE South 01°55’23” East a distance of 206.29 feet to the POINT OF BEGINNING;



THENCE North 89°02’26” East a distance of 111.41 feet;







B-10









 







THENCE South 07°07’38” West a distance of 40.12 feet;



THENCE South 02°41’42” East a distance of 52.93 feet;



THENCE South 89°19’36” West a distance of 105.80 feet;



THENCE North 01°56’12” West a distance of 92.11 feet to the POINT OF BEGINNING.



Said tract of land containing 9,850 square feet or 0.2261 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as
follows:



COMMENCING at the northeast corner of the said Southeast Quarter;



THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02
feet;



THENCE South 89°41’22” West a distance of 244.09 feet;



THENCE South 85°45’23” West a distance of 225.17 feet to the POINT OF BEGINNING;



THENCE South 00°55’39” East a distance of 750.57 feet;



THENCE South 88°36’18” West a distance of 405.16 feet;



THENCE South 03°01’49” East a distance of 172.35 feet;



THENCE South 01°12’31” East a distance of 149.87 feet;



THENCE South 88°25’52” West a distance of 134.78 feet;



THENCE North 01°03’05” West a distance of 494.30 feet;



THENCE North 89°17’16” East a distance of 128.55 feet;



THENCE North 01°00’16” West a distance of 316.69 feet;



THENCE continuing North 01°00’16” West a distance of 273.01 feet;



THENCE North 88°59’37” East a distance of 392.66 feet;



THENCE South 64°59’40” East a distance of 15.02 feet to the POINT OF BEGINNING.



Said tract of land containing 372,460 square feet or 8.5505 acres more or less.








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A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly
described as follows:



COMMENCING at the northwest corner of said Northeast Quarter;



THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03
feet;



THENCE South 00°42’26” East a distance of 212.66 feet to the POINT OF BEGINNING;



THENCE North 89°01’01” East a distance of 60.00 feet;



THENCE South 00°58’59” East a distance of 110.00 feet;



THENCE South 89°01’01” West a distance of 60.00 feet;



THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.



Said tract containing 6,600 square feet or 0.1515 acres more or less.



A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of
the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly
described as follows:



COMMENCING at the northwest corner of said Northeast Quarter;



THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 260.93
feet;



THENCE South 00°42’26” East a distance of 193.45 feet to the POINT OF BEGINNING;



THENCE North 89°01’01” East a distance of 70.00 feet;



THENCE South 00°58’59” East a distance of 340.00 feet;



THENCE South 89°01’01” West a distance of 70.00 feet;



THENCE North 00°58’59” West a distance of 340.00 feet to the POINT OF BEGINNING.



Said tract containing 23,800 square feet or 0.5464 acres more or less.



A tract of land lying in the Southeast Quarter of Section 14 and the Northeast Quarter of Section
23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and
being more particularly described as follows:



COMMENCING at southwest corner of the Southeast Quarter of said Section 14, said point also






B-12









 







being the the northwest corner of the Northeast Quarter of said Section 23;



THENCE North 89°17’34” East, along the common line between said Sections 14 and 23, a distance of
883.82 feet to the POINT OF BEGINNING;



THENCE North 01°24’27” West a distance of 1,388.91 feet;



THENCE North 08°33’08” East a distance of 170.84 feet;



THENCE South 81°26’52” East a distance of 20.00 feet;



THENCE South 08°33’08” West a distance of 10.00 feet;



THENCE North 81°26’52” West a distance of 10.00 feet;



THENCE South 08°33’08” West a distance of 38.55 feet;



THENCE South 01°24’27” East a distance of 596.53 feet;



THENCE North 88°35’33” East a distance of 25.00 feet;



THENCE South 01°24’27” East a distance of 25.00 feet;



THENCE South 88°35’33” West a distance of 25.00 feet;



THENCE South 01°24’27” East a distance of 334.27 feet;



THENCE North 88°35’33” East a distance of 61.00 feet;



THENCE South 01°24’27” East a distance of 15.00 feet;



THENCE South 88°35’33” West a distance of 61.00 feet;



THENCE South 01°24’27” East, passing at 537.21 feet the common line between said Sections 14 and
23, and continuing for a total distance of 610.32 feet;



THENCE South 05°22’04” West a distance of 183.62 feet;



THENCE South 01°15’33” East a distance of 475.90 feet;



THENCE North 88°44’27” East a distance of 5.00 feet;



THENCE South 01°15’33” East a distance of 20.00 feet;



THENCE South 88°44’27” West a distance of 15.00 feet;



THENCE North 01°15’33” West a distance of 751.70 feet to the POINT OF BEGINNING.



Said tract containing 58,733 square feet or 1.3483 acres more or less.








B-13









 







A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North,
Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly
described as follows:



COMMENCING at the northeast corner of the said Northwest Quarter



THENCE South 89°17’34” West, along the north line of the said Northwest Quarter, a distance of
316.92 feet;



THENCE South 00°42’26” East a distance of 12.00 feet to the POINT OF BEGINNING;



THENCE South 00°42’26” East a distance of 30.00 feet;



THENCE South 89°17’34” West a distance of 140.00 feet;



THENCE North 00°42’26” West a distance of 30.00 feet;



THENCE North 89°17’34” East a distance of 140.00 feet to the POINT OF BEGINNING.



Said tract containing 4,200 square feet or 0.0964 acres more or less.





B-14












 





 









FIRST AMENDED AND RESTATED MEMORANDUM OF LEASE




 





Dated: March 31, 2010



 




FIRST AMENDED AND RESTATED MEMORANDUM OF LEASE


Between


BETWEEN


HOLLY REFINING & MARKETING-TULSA LLC,


AS LESSOR



AND



HEP TULSA LLC


AND


HOLLY ENERGY STORAGE-TULSA LLC,


AS LESSEES


Record and return to:



Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attention: Denise C. McWatters

Telecopy: 214.871.3523



 











 









 








SCHEDULE 1.1(b)




MATTERS WHICH ARE NOT PART OF THE PREMISES




	1.	 	Relevant Assets.
	 
	2.	 	Additional Improvements.





Schedule 1.1(b)





 









 








SCHEDULE 7.4




INSURANCE REQUIREMENTS



     Lessees agree that during the terms of this Lease they shall maintain property and casualty
insurance (including pollution insurance coverage) on the Premises, the Relevant Assets and the
Additional Improvements in accordance with customary industry practices and with a licensed,
reputable carrier.



Schedule 7.4