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Exhibit
10.3
 WAIVER AND AMENDMENT NO. 3
 Agreement Borrower Administrative Agent
 RECITALS
 Credit Agreement
 Guarantors Guaranty




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ARTICLE I.
DEFINITIONS
 Section 1.01 Terms Defined Above
 Section 1.02 Terms Defined in the Credit Agreement
 Section 1.03 Other Definitional Provisions .
 ARTICLE II.
WAIVER AND AMENDMENT
 Section 2.01 Waiver .
 Section 5.06(b)(ii) Section 6.12
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Section 2.02 Amendment to Credit Agreement . Section 1.01
 " Tangible Net Worth  means for any Person at any time, the total assets
of such Person (other than goodwill and all other intangible assets of such Person)
at such time minus the total liabilities of such Person at such time;
provided that, (a) other than as provided in clause (b) of this definition of
Tangible Net Worth, it is understood that the account entry on the Borrowers
consolidated balance sheet entitled Transportation Agreements, Net shall be
treated as an intangible asset, and (b) such portion of the account entry on the
Borrowers consolidated balance sheet entitled Transportation Agreements, Net in
an amount not to exceed $60,000,000 shall be treated as a tangible asset if, and
only to the extent, such portion is directly attributable to the Alon Pipelines and
Terminals Agreement.
 ARTICLE III.
REPRESENTATIONS, WARRANTIES AND COVENANTS
 Section 3.01 Borrower Representations and Warranties
 Section 3.02 Guarantors Representations and Warranties
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ARTICLE IV.
CONDITIONS
 Effective Date
 Section 4.01 Documents.
  Section 5.06(b)(ii)
 Section 4.02 No Default
 Section 4.03 Representations
 Section 4.04 Fees
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ARTICLE V.
MISCELLANEOUS
 Section 5.01 Effect on Credit Documents; Acknowledgments
      Section 5.02 Reaffirmation of the Guaranty
 Section 5.03 Counterparts
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Section 5.04 Successors and Assigns
 Section 5.05 Invalidity
 Section 5.06 Governing Law .
 Section 5.07 Entire Agreement THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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BORROWER:HOLLY ENERGY PARTNERS  OPERATING, L.P.,a Delaware limited partnershipBy: HEP Logistics GP, L.L.C., a Delaware limitedliability company, its General PartnerBy: Holly Energy Partners, L.P., a Delaware limitedpartnership, its Managing MemberBy: HEP Logistics Holdings, L.P., a Delawarelimited partnership, its General PartnerBy: Holly Logistic Services, L.L.C., aDelaware limited liability company, itsGeneral PartnerBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFO




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GUARANTORS:
 HEP PIPELINE GP, L.L.C., a Delawarelimited liability companyHEP REFINING GP, L.L.C., a Delawarelimited liability companyHEP MOUNTAIN HOME, L.L.C., a Delawarelimited liability companyHEP PIPELINE, L.L.C., a Delawarelimited liability companyHEP REFINING, L.L.C., a Delawarelimited liability companyHEP WOODS CROSS, L.L.C., a Delawarelimited liability companyEach by: Holly Energy Partners  Operating, L.P.,Delaware limited partnership and its Sole MemberBy: HEP Logistics GP, L.L.C., a Delaware limitedliability company, its General PartnerBy: Holly Energy Partners, L.P., a Delawarelimited partnership, its Managing MemberBy: HEP Logistics Holdings, L.P., aDelaware limited partnership, its GeneralPartnerBy: Holly Logistic Services, L.L.C., aDelaware limited liability company, itsGeneral PartnerBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFOHOLLY ENERGY FINANCE CORP., a DelawarecorporationBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFO




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HEP NAVAJO SOUTHERN, L.P., a Delaware limitedpartnershipHEP PIPELINE ASSETS, LIMITED PARTNERSHIP,a Delaware limited partnershipHEP FIN-TEX/TRUST-RIVER, L.P.,a Texas limitedpartnershipEach by: HEP Pipeline GP, L.L.C., a Delaware limitedliability company and its General PartnerBy: Holly Energy Partners  Operating, L.P., aDelaware limited partnership and its Sole MemberBy: HEP Logistics GP, L.L.C., a Delaware limitedliability company, its General PartnerBy: Holly Energy Partners, L.P., a Delawarelimited partnership, its Managing MemberBy: HEP Logistics Holdings, L.P., aDelaware limited partnership, its GeneralPartnerBy: Holly Logistic Services, L.L.C., aDelaware limited liability company, itsGeneral PartnerBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFOHOLLY ENERGY PARTNERS, L.P.,a Delawarelimited partnershipBy: HEP Logistics Holdings, L.P., a Delaware limitedpartnership, its General PartnerBy: Holly Logistic Services, L.L.C., a Delawarelimited liability company, its General PartnerBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFO




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HEP REFINING ASSETS, L.P.,a Delaware limitedpartnershipBy: HEP Refining GP, L.L.C., a Delaware limited liabilitycompany and its General PartnerBy: Holly Energy Partners  Operating, L.P., aDelaware limited partnership and its Sole MemberBy: HEP Logistics GP, L.L.C., a Delaware limitedliability company, its General PartnerBy: Holly Energy Partners, L.P., a Delawarelimited partnership, its Managing MemberBy: HEP Logistics Holdings, L.P., aDelaware limited partnership, its General PartnerBy: Holly Logistic Services, L.L.C., aDelaware limited liability company, itsGeneral PartnerBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFOHEP LOGISTICS GP, L.L.C.,a Delaware limitedliability companyBy: Holly Energy Partners, L.P., a Delaware limitedpartnership, its Managing MemberBy: HEP Logistics Holdings, L.P., a Delawarelimited partnership, its General PartnerBy: Holly Logistic Services, L.L.C., aDelaware limited liability company, its GeneralPartnerBy: /s/ Stephen J McdonnellName: Stephen J McdonnellTitle: Vice
President & CFO




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ADMINISTRATIVE AGENT:UNION BANK OF CALIFORNIA, N.A.By:
    
    /s/ Sean MurphySean
Murphy, Vice PresidentBANKS:UNION BANK OF CALIFORNIA, N.A.By:
    
    /s/ Sean MurphySean
Murphy, Vice President
  
       BANK OF AMERICA, NATIONAL ASSOCIATIONBy:
    
    /s/ Claire M. LiuClaire
M. Liu, Senior Vice President
  
       GUARANTY BANKBy:
    
    /s/ Jim R. HamiltonName: Jim R. HamiltonTitle: Senior Vice President
 
       FORTIS CAPITAL CORP.By:
    
    /s/ Darrell HolleyName: Darrell HolleyTitle: Managing DirectorBy:
    
    /s/ Casey LowaryName: Casey LowaryTitle: Senior Vice President
  
       WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ M. Jarrod BourgeolsName: M. Jarrod BourgeolsTitle: Assistant Vice President
 
       U.S. BANK NATIONAL ASSOCIATIONBy:
    
    Mark E. ThompsonName: Mark E. ThompsonTitle: Vice President