exv10w1





Exhibit 10.1




 

 


LLC INTEREST PURCHASE AGREEMENT




by and among




HOLLY CORPORATION,

NAVAJO PIPELINE CO., L.P.

as Seller,

and

HOLLY ENERGY PARTNERS — OPERATING, L.P.

as Buyer




Dated as of June 1, 2009




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I

	DEFINED TERMS

	 
	 	 	 	 	 	 
	1.1
	 	Defined Terms	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	PURCHASE OF LLC INTERESTS

	 
	 	 	 	 	 	 
	2.1
	 	Transfer of LLC Interests	 	 	6	 
	2.2
	 	Consideration	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III

	CLOSING

	 
	 	 	 	 	 	 
	3.1
	 	Closing	 	 	6	 
	3.2
	 	Deliveries by the Seller	 	 	6	 
	3.3
	 	Deliveries by the Buyer	 	 	7	 
	3.4
	 	Closing Costs; Transfer Taxes and Fees	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES OF THE SELLER

	 
	 	 	 	 	 	 
	4.1
	 	Organization	 	 	8	 
	4.2
	 	Authorization	 	 	8	 
	4.3
	 	Company Status	 	 	8	 
	4.4
	 	No Conflicts or Violations; No Consents or Approvals Required	 	 	9	 
	4.5
	 	Absence of Litigation	 	 	9	 
	4.6
	 	Title to LLC Interests; Capitalization	 	 	10	 
	4.7
	 	No Undisclosed Liabilities	 	 	10	 
	4.8
	 	No Employees	 	 	10	 
	4.9
	 	Taxes	 	 	11	 
	4.10
	 	Brokers and Finders	 	 	11	 
	4.11
	 	Condition of 16” Pipeline	 	 	11	 
	4.12
	 	Title to Assets	 	 	11	 
	4.13
	 	Banking Relationships	 	 	11	 
	4.14
	 	WAIVERS AND DISCLAIMERS	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE V

	REPRESENTATIONS AND WARRANTIES OF THE BUYER

	 
	 	 	 	 	 	 
	5.1
	 	Organization	 	 	12	 
	5.2
	 	Authorization	 	 	13	 
	5.3
	 	No Conflicts or Violations; No Consents or Approvals Required	 	 	13	 
	5.4
	 	Absence of Litigation	 	 	13	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	5.5
	 	Brokers and Finders	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	REPRESENTATIONS AND WARRANTIES OF HOLLY

	 
	 	 	 	 	 	 
	6.1
	 	Organization	 	 	14	 
	6.2
	 	Authorization	 	 	14	 
	6.3
	 	No Conflicts or Violations; No Consents or Approvals Required	 	 	14	 
	6.4
	 	Absence of Litigation	 	 	14	 
	6.5
	 	Brokers and Finders	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	COVENANTS

	 
	 	 	 	 	 	 
	7.1
	 	Cooperation	 	 	15	 
	7.2
	 	Additional Agreements	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	ADDITIONAL AGREEMENTS

	 
	 	 	 	 	 	 
	8.1
	 	Further Assurances	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	INDEMNIFICATION

	 
	 	 	 	 	 	 
	9.1
	 	Indemnification of Buyer and Seller	 	 	15	 
	9.2
	 	Defense of Third-Party Claims	 	 	15	 
	9.3
	 	Direct Claims	 	 	17	 
	9.4
	 	Limitations	 	 	17	 
	9.5
	 	Tax Related Adjustments	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE X

	MISCELLANEOUS

	 
	 	 	 	 	 	 
	10.1
	 	Expenses	 	 	17	 
	10.2
	 	Notices	 	 	17	 
	10.3
	 	Severability	 	 	18	 
	10.4
	 	Governing Law; Waiver of Jury Trial	 	 	19	 
	10.5
	 	Parties in Interest	 	 	19	 
	10.6
	 	Assignment of Agreement	 	 	19	 
	10.7
	 	Captions	 	 	19	 
	10.8
	 	Counterparts	 	 	19	 
	10.9
	 	Director and Officer Liability	 	 	19	 
	10.10
	 	Integration	 	 	20	 
	10.11
	 	Effect of Agreement	 	 	20	 
	10.12
	 	Amendment; Waiver	 	 	20	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE XI

	GUARANTEE

	 
	 	 	 	 	 	 
	11.1
	 	Payment and Performance Guaranty	 	 	20	 
	11.2
	 	Guaranty Absolute	 	 	20	 
	11.3
	 	Waiver	 	 	21	 
	11.4
	 	Subrogation Waiver	 	 	21	 
	11.5
	 	Reinstatement	 	 	21	 
	11.6
	 	Continuing Guaranty	 	 	22	 
	11.7
	 	No Duty to Pursue Others	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE XII

	INTERPRETATION

	 
	 	 	 	 	 	 
	12.1
	 	Interpretation	 	 	22	 
	12.2
	 	References, Gender, Number	 	 	23	 






	 	 	 	 	 
	Exhibits:	 	 	 	 
	Exhibit A
	 	—	 	Assignment
	Exhibit B
	 	—	 	Restated Intermediate Pipelines Agreement
	Exhibit C
	 	—	 	Restated Omnibus Agreement
	Exhibit D
	 	—	 	Mortgages and Deeds of Trust






	 	 	 	 	 
	Schedules:	 	 	 	 
	Schedule 4.3(a)
	 	—	 	Company Foreign Qualifications
	Schedule 4.4(a)
	 	—	 	Seller No Conflicts or Violations
	Schedule 4.4(b)
	 	—	 	Company No Conflicts or Violations
	Schedule 4.5
	 	—	 	Seller Litigation
	Schedule 4.6(a)
	 	—	 	Title to LLC Interests
	Schedule 4.12
	 	—	 	Title to Assets
	Schedule 4.13
	 	—	 	Banking Relationships
	Schedule 5.3
	 	—	 	Buyer No Conflicts or Violations
	Schedule 5.4
	 	—	 	Buyer Litigation
	Schedule 6.3
	 	—	 	Holly No Conflicts or Violations
	Schedule 6.4
	 	—	 	Holly Litigation






 









 






LLC INTEREST PURCHASE AGREEMENT




     THIS LLC INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of June 1, 2009, is made and
entered into by and among Holly Corporation, a Delaware corporation (“Holly”), Navajo Pipeline Co.,
L.P., a Delaware limited partnership (“Navajo Pipeline” or, the “Seller”), and Holly Energy
Partners — Operating, L.P., a Delaware limited partnership (the “Operating Partnership” or, the
“Buyer”). The above-named entities are sometimes referred to in this Agreement each as a “Party”
and collectively as the “Parties.”



     WHEREAS, Navajo Pipeline is the sole member of Lovington-Artesia, L.L.C., a Delaware limited
liability company (the “Company”);



     WHEREAS, the Company is the owner of a newly constructed 16” pipeline (the “16” Pipeline”)
currently running 65 miles from Holly’s crude oil distillation and vacuum distillation facilities
in Lovington, New Mexico to Holly’s petroleum refinery in Artesia, New Mexico;



     WHEREAS, the Operating Partnership wishes to purchase all of the issued and outstanding
membership interests of the Company (the “LLC Interests”) and thereby acquire the 16” Pipeline; and



     WHEREAS, the Parties wish to amend certain provisions of the Omnibus Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein
and in the Omnibus Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:



ARTICLE I

DEFINED TERMS




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



     “16” Pipeline” shall have the meaning set forth in the preamble.



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



     “affiliate” means, with respect to a specified person, any other person controlling,
controlled by or under common control with that first person. As used in this definition, the term
“control” includes (i) with respect to any person having voting securities or the equivalent and
elected directors, managers or persons performing similar functions, the ownership of or power



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




1









 







to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the
power to vote in the election of directors, managers or persons performing similar functions, (ii)
ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability
to direct the business and affairs of any person by acting as a general partner, manager or
otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Seller, on the one
hand, and the Buyer, on the other hand, shall not be considered affiliates of each other.



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



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



     “Assignment” shall have the meaning set forth in Section 3.2(a).



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



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



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



     “Buyer Consents” shall have the meaning set forth in Section 5.3.



     “Buyer Indemnified Costs” means (a) any and all damages, losses, claims, liabilities, demands,
charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’
fees and expenses incurred in investigating and preparing for any litigation or proceeding) that
any of the Buyer Indemnified Parties incurs and that arise out of or relate to (i) any breach of a
representation, warranty or covenant of Seller under this Agreement, or (ii) any obligations or
duties of the Company under any Contract relating to the original planned construction of the 16”
Pipeline, as such Contract is in effect as of the Effective Time (including any change orders
agreed to by the parties to such Contracts prior to the Effective Time, whether or not such change
order has properly been documented as of the Effective Time) (collectively, the “Construction
Contracts”) (including, without limitation, the Company’s payment obligations under such
Construction Contracts and the cost to complete construction of the 16” Pipeline as set forth in
such Construction Contracts), and (b) any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident
to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Buyer
Indemnified Costs shall exclude (i) any and all punitive, exemplary or special damages and (ii) any
and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and
expenses (including court costs and reasonable attorneys’ fees and expenses incurred in
investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified
Parties incurs and that arise out of or relate to any matter that is covered



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



2









 







by a warranty under a Construction Contract (including, without limitation, defects in the construction
of the 16” Pipeline which are covered by a warranty under a Construction Contract).



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



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



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



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



     “Company Consents” shall have the meaning set forth in Section 4.4(b).



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



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



     “Credit Facility” means the Amended and Restated Credit Agreement, dated as of August 27, 2007
and as amended from time to time, between the Operating Partnership, as borrower, Union Bank of
California, as administrative agent, issuing bank and sole lead arranger, Bank of America, N.A., as
syndication agent, Guaranty Bank, as documentation agent and certain other lenders identified
therein.



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



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



     “Governmental Entity” means any Federal, state, local or foreign court or governmental agency,
authority or instrumentality or regulatory body.



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



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



3









 





     “Holly Consents” shall have the meaning set forth in Section 6.3.



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



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



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



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



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



     “LLC Interests” shall have the meaning set forth in the preamble.



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



     “Mortgages and Deeds of Trust” shall have the meaning set forth in Section 3.3(e).



     “Navajo Pipeline” shall have the meaning set forth in the preamble.



     “Omnibus Agreement” means that certain agreement entered into and effective as of July 13,
2004 and as amended on July 6, 2005 and February 29, 2008, by and among Holly, Navajo Pipeline,
Holly Logistic Services, L.L.C., a Delaware limited liability company, the Partnership, the
Operating Partnership, HEP Logistics GP, L.L.C., a Delaware limited liability company and HEP
Logistics Holdings, L.P., a Delaware limited partnership, and as amended and restated as of the
Closing Date.



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



4









 





     “Operating Partnership” shall have the meaning set forth in the preamble.



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



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



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



     “Permits” means all material permits, licenses, variances, exemptions, Orders, franchises and
approvals of all Governmental Entities necessary for the lawful ownership and operation of the
Company’s business, including the 16” Pipeline.



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



     “person” means any individual, firm, corporation, partnership, limited liability company,
trust, joint venture, Governmental Entity or other entity.



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



     “Restated Intermediate Pipelines Agreement” shall have the meaning set forth in Section
3.2(c).



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



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



     “Seller Consents” has the meaning set forth in Section 4.4(a).



     “Seller Indemnified Costs” means (a) any and all damages, losses, claims, liabilities,
demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable
attorneys’ fees and expenses incurred in investigating and preparing for any litigation or
proceeding) that any of the Seller Indemnified Parties incurs and that arise out of or relate to any



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



5









 







breach of a representation, warranty or covenant of Buyer under this Agreement, and (b) any and
all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses,
including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding
anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all
punitive, exemplary or special damages.



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



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



ARTICLE II

PURCHASE OF LLC INTERESTS




     2.1 Transfer of LLC Interests. Subject to all of the terms and conditions of this
Agreement, Navajo Pipeline hereby sells, transfers and conveys to the Operating Partnership, and
the Operating Partnership hereby purchases and acquires from Navajo Pipeline, the LLC Interests,
free and clear of all Encumbrances.



     2.2 Consideration.



          (a) The aggregate consideration to be paid by the Operating Partnership for the LLC Interests
shall be $34,200,000 (the “Purchase Price”).




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




ARTICLE III

CLOSING




     3.1 Closing. The closing of the transactions contemplated hereby (the “Closing”)
shall take place simultaneously with the execution of this Agreement. The date of the Closing is
referred to herein as the “Closing Date” and the Closing is deemed to be effective as of 12:01
a.m., Dallas, Texas time, on the Closing Date (the “Effective Time”).



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



          (a) A counterpart to the assignment of limited liability company interests substantially in
the form of Exhibit A attached hereto (the “Assignment”), duly executed by Navajo Pipeline.




          (b) The original minute books, company books and membership registers for the Company.



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



6









 








          (c) A counterpart of the amended and restated intermediate pipelines agreement substantially
in the form of Exhibit B attached hereto (the “Restated Intermediate Pipelines Agreement”),
duly executed by Holly and each applicable subsidiary of Holly (excluding subsidiaries of the
Partnership).




          (d) A counterpart of the amended and restated omnibus agreement substantially in the form of
Exhibit C attached hereto (the “Restated Omnibus Agreement”), duly executed by Holly and
each applicable subsidiary of Holly (excluding subsidiaries of the Partnership).




          (e) Evidence in form and substance reasonably satisfactory to the Buyer of each Seller
Consent, each Company Consent and each Holly Consent.




          (f) Evidence in form and substance reasonably satisfactory to the Buyer of the release and
termination of all Encumbrances on the LLC Interests and on the assets and properties of the
Company.




          (g) To the extent applicable, assignment documents, duly executed by the Seller, assigning
each of the Permits held by the Seller which are assignable by the Seller to the Buyer in
accordance with applicable Law.




     3.3 Deliveries by the Buyer. At the Closing, the Buyer shall deliver, or cause to be
delivered, to the Seller the following:



          (a) The Purchase Price as provided in Section 2.2(b).




          (b) A counterpart to the Assignment, duly executed by the Operating Partnership.




          (c) A counterpart of the Restated Intermediate Pipelines Agreement, duly executed by the
Partnership and each applicable subsidiary of the Partnership.




          (d) A counterpart of the Restated Omnibus Agreement, duly executed by the Partnership and each
applicable subsidiary of the Partnership.




          (e) Each of the mortgages and deeds of trust substantially in the form of Exhibit D
attached hereto (the “Mortgages and Deeds of Trust”), duly executed by the Buyer.




          (f) Evidence in form and substance reasonably satisfactory to the Seller of each Buyer
Consent.




     3.4 Closing Costs; Transfer Taxes and Fees.


          (a) Allocation of Costs. The Buyer shall pay the cost of all sales, transfer and use
taxes arising out of the transfer of the LLC Interests and all costs and expenses (including



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



7









 






recording fees and real estate transfer taxes and real estate transfer stamps) incurred in
connection with obtaining or recording title to the Company’s assets.




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




ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER




     The Seller hereby represents and warrants to the Buyer that as of the date of this Agreement:



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



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



     4.3 Company Status.



          (a) The Company is duly organized, validly existing and in good standing under the laws of the
State of Delaware and (i) has all requisite limited liability company power and authority to own,
operate, use or lease its properties and assets and to carry on its business as it is now being
conducted, and (ii) is duly qualified to do business and is in good standing in each of the
jurisdictions in which the ownership, operation or leasing of its properties and assets and the
conduct of its business requires it to be so qualified, licensed or authorized, except, in the case
of clause (ii), where the failure to have such power and authority or to be so qualified, licensed
or authorized would not, individually or in the aggregate, be reasonably likely to cause a Material
Adverse Effect. Seller Disclosure Schedule 4.3(a) lists all jurisdictions in which the
Company is qualified to do business.



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



8









 








          (b) The Company does not, directly or indirectly, own any interest in any corporation,
partnership, limited liability company, limited partnership, joint venture or other business
association or entity, foreign or domestic.




          (c) The Company has not engaged in any business other than the construction of the 16”
Pipeline. The Company has no assets except the 16” Pipeline and the associated rights and
obligations under the Construction Contracts.




          (d) The Company has made available to the Buyer a copy of the certificate of formation and
limited liability company agreement of the Company, each copy being complete and correct and in
full force and effect on the date hereof, and no amendment or modification of such documents has
been filed, recorded or is pending or contemplated. The Company is not in violation of any
provision of its certificate of formation or limited liability company agreement.




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



          (a) Except as set forth in Seller Disclosure Schedule 4.4(a), the execution, delivery
and performance by the Seller of this Agreement and the other Seller Ancillary Documents to which
it is a party does not, and the consummation of the transactions contemplated hereby and thereby
will not, (i) violate, conflict with, or result in any breach of any provision of the Seller’s
organizational documents or (ii) subject to obtaining the Consents or making the registrations,
declarations or filings set forth in the next sentence, violate in any material respect any
applicable Law or material contract binding upon the Seller. No Consent of any Governmental Entity
or any other person is required for the Seller in connection with the execution, delivery and
performance of this Agreement and the Seller Ancillary Documents to which the Seller is a party or
the consummation of the transactions contemplated hereby or thereby, except as set forth in
Seller Disclosure Schedule 4.4(a) (collectively, the “Seller Consents”).




          (b) Except as set forth in Seller Disclosure Schedule 4.4(b), the consummation of the
transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i)
violate, conflict with, or result in any breach of any provision of the Company’s organizational
documents or (ii) subject to obtaining the Consents or making the registrations, declarations or
filings set forth in the next sentence, violate in any material respect any applicable Law or
material contract binding upon the Company. No Consent of any Governmental Entity or any other
person is required for the Company in connection with the performance of this Agreement and the
Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby,
except as set forth in Seller Disclosure Schedule 4.4(b) (collectively, the “Company
Consents”).




     4.5 Absence of Litigation. Except as set forth in Seller Disclosure Schedule
4.5, there is no Action pending or, to the knowledge of the Seller, threatened against (i) the
Company or the Company’s assets or (ii) the Seller or any of its affiliates relating to the
transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely
determined, would reasonably be expected to materially impair the ability of the Seller to perform its



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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



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obligations and agreements under this Agreement or the Seller Ancillary Documents and to
consummate the transactions contemplated hereby and thereby.



     4.6 Title to LLC Interests; Capitalization.



          (a) Except as set forth in Seller Disclosure Schedule 4.6(a), Seller is the record
owner of and has good and valid title to the LLC Interests, free and clear of all Encumbrances, and
sole and unrestricted voting power and power of disposition with respect to all of such LLC
Interests. Except for any claims arising under this Agreement and any other agreement entered into
by the Seller in connection with this Agreement, the Seller and its affiliates have no claims of
any kind against the Company, or any of its officers, managers, directors or employees. The LLC
Interests have been duly authorized and validly issued in accordance with applicable Laws and the
limited liability company agreement of the Company and are fully paid (to the extent required by
the limited liability company agreement of the Company) and nonassessable (except to the extent
such nonassessability may be affected by Sections 18-607 and 18-804 of DLLCA).




          (b) There are no options or rights to purchase or acquire, or agreements, arrangements,
commitments or understandings relating to, any of the LLC Interests or the 16” Pipeline except
pursuant to this Agreement and the Omnibus Agreement. There are no (i) authorized or outstanding
securities of or equity interests in the Company of any kind other than the LLC Interests, (ii)
there are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements,
arrangements or commitments (preemptive, contingent or otherwise) obligating Seller or the Company
to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any
securities of equity interest in the Company; and (iii) there are no outstanding securities or
obligations of any kind of any of the Company that are convertible into or exercisable or
exchangeable for any equity interest in the Company.




          (c) Upon payment of the Purchase Price, the Buyer will have the entire record and beneficial
ownership of the LLC Interests, free and clear of all Encumbrances.




     4.7 No Undisclosed Liabilities. The Company has no indebtedness or liability (whether
absolute, accrued, contingent or otherwise) of any nature other than its obligations under the
Construction Contracts and the Guarantee and Collateral Agreement referred to on Seller
Disclosure Schedule 4.13 (the “Guarantee Agreement”). The Company and its assets will be
released from the Company’s obligations under the Guarantee Agreement and the related loan
documents following the Closing and delivery of certain documents to the agent for the lenders
under the Second Amended and Restated Credit Agreement referred to on Seller Disclosure
Schedule 4.13. The Company is not currently in material breach of its obligations under the
Construction Contracts.



     4.8 No Employees. The Company does not now have and has never had any employees.



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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



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     4.9 Taxes. The Company has filed, on or before the applicable due date (including any
extensions thereof), all material tax returns that it was required to file, and all such tax
returns were accurate, correct, and complete in all material respects. All taxes due and owing by
the Company have been paid in full or are being properly contested. The Company is, and at all
time since its formation has been, disregarded as an entity separate from the Seller for U.S.
federal income tax purposes, and no election has been filed on or before the Closing Date that
would change such classification on or after the Closing Date.



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



     4.11 Condition of 16” Pipeline. To the Seller’s knowledge, the 16” Pipeline is in
good operating condition and repair (normal wear and tear excepted), is free from material defects
(patent and latent), is suitable for the purposes for which it is currently used and is not in need
of material maintenance or repairs except for ordinary routine maintenance and repairs.



     4.12 Title to Assets. Except as disclosed in Seller Disclosure Schedule 4.12,
the Company owns, leases or has the legal right to use all the properties and assets used by the
Company in the operation of its business, in each case subject to no Encumbrances, except
Permitted Encumbrances. The Company’s assets consist of the 16” Pipeline and the associated rights
and obligations under the Construction Contracts relating to the construction of the 16” Pipeline.
Except as disclosed in Seller Disclosure Schedule 4.12, the Company owns the 16” Pipeline
free and clear of all Encumbrances other than Permitted Encumbrances.



     4.13 Banking Relationships. Seller Disclosure Schedule 4.13 sets forth a
complete and accurate list of all accounts, including checking accounts, cash contribution
accounts, safe deposit boxes, borrowing arrangements and certificates of deposit that the Company
has with any banks, savings and loan associations or other financial institutions, indicating in
each case account numbers, if applicable, and the person or persons authorized to act or sign on
behalf of the Company in respect of the foregoing. No person holds any power of attorney or
similar authority from the Company with respect to such accounts.



     4.14 WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND
AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE OMNIBUS
AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT
MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS,
IMPLIED OR STATUTORY, ORAL OR



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WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR
CONDITION OF THE 16” PIPELINE INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR
ENVIRONMENTAL CONDITION OF THE 16” PIPELINE GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS
SUBSTANCES OR OTHER MATTERS ON THE 16” PIPELINE AND RELATED RIGHTS-OF-WAY, (II) THE INCOME TO BE
DERIVED FROM THE 16” PIPELINE, (III) THE SUITABILITY OF THE 16” PIPELINE FOR ANY AND ALL ACTIVITIES
AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE 16” PIPELINE OR ITS
OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION,
POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE 16”
PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS
AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE LLC INTERESTS, THE COMPANY OR THE 16”
PIPELINE FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED
IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE
COMPANY AND ITS ASSETS SHALL BE
MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANY AND ITS ASSETS ARE
TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION
SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS OR THE TERMINATION OF THIS
AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE
CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LLC INTERESTS, THE COMPANY
OR THE 16” PIPELINE THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE,
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT.



ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYER




     The Buyer hereby represents and warrants to Holly and the Seller that as of the date of this
Agreement:



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



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Holly Energy Partners — Operating, L.P.



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



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



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



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



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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HOLLY




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



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



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



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



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



     6.5 Brokers and Finders. No investment banker, broker, finder, financial advisor or
other intermediary has been retained by or is authorized to act on behalf of Holly who is entitled



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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.



14









 







to receive from the Buyer any fee or commission in connection with the transactions contemplated by
this Agreement.



ARTICLE VII

COVENANTS




     7.1 Cooperation. The Seller shall cooperate with the Buyer and assist the Buyer in
identifying all licenses, authorizations, permissions or Permits necessary for the Company’s
operations from and after the Closing Date and, where permissible, transfer existing Permits to the
Buyer, or, where not permissible, assist the Buyer in obtaining new Permits at no cost, fee or
liability to the Seller.



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



ARTICLE VIII

ADDITIONAL AGREEMENTS




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



ARTICLE IX

INDEMNIFICATION




     9.1 Indemnification of Buyer and Seller. From and after the Closing and subject to
the provisions of this Article IX, (i) Seller agrees to indemnify and hold harmless the
Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) Buyer agrees
to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Seller
Indemnified Costs.



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



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Holly Energy Partners — Operating, L.P.



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failure to give such notice materially and adversely prejudices the
Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense
of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate;
provided, however, that:



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




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




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




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



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




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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.





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     9.3 Direct Claims. In any case in which an Indemnified Party seeks indemnification
hereunder which is not subject to Section 9.2 because no third-party action is involved,
the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs which
such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to
the limitations set forth in Section 9.4(a), the failure of the Indemnified Party to
exercise promptness in such notification shall not amount to a waiver of such claim unless the
resulting delay materially prejudices the position of the Indemnifying Party with respect to such
claim.



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



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




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




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



ARTICLE X

MISCELLANEOUS




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



     10.2 Notices.



          (a) Any notice or other communication given under this Agreement or the Omnibus Agreement
shall be in writing and shall be (i) delivered personally, (ii) sent by documented overnight
delivery service, (iii) sent by facsimile transmission, or (iv) sent by first class mail, postage
prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to
have been duly given (w) on the date of the delivery, if delivered personally,




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(x) on the business day after dispatch by documented overnight delivery service, if sent in
such manner, (y) on the date of facsimile transmission, if so transmitted on a business day during
normal business hours, otherwise on the next business day, or (z) on the fifth business day after
sent by first class mail, postage prepaid, if sent in such manner. Notices or other communications
shall be directed to the following addresses:



Notices to Holly:



Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Facsimile No.: (214) 871-3523



Notices to the Seller:



Navajo Pipeline Co., L.P.

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: General Counsel

Facsimile No.: (214) 871-3523



Notices to the Buyer:



Holly Energy Partners — Operating, L.P.

c/o Holly Energy Partners, L.P.

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Attention: Conflicts Committee

Facsimile No.: (214) 871-3523



with copies to:



David G. Blair

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile No.: (214) 871-3441




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




     10.3 Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced under applicable Law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the



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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




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economic or legal substance of the transactions contemplated herein are not affected in any
manner adverse to any Party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the Parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated herein are
consummated as originally contemplated to the fullest extent possible.




     10.4 Governing Law; Waiver of Jury Trial. This Agreement shall be subject to and
governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle
that might refer the construction or interpretation of this Agreement to the laws of another state.
Each Party hereby submits to the jurisdiction of the state and federal courts in the State of
Texas and to venue in Dallas, Texas. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



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



     10.6 Assignment of Agreement. At any time, the Parties may make a collateral
assignment of their rights under this Agreement to any of their bona fide lenders or debt holders,
or a trustee or a representative for any of them, and the non-assigning Parties shall execute
an acknowledgment of such collateral assignment in such form as may from time to time be reasonably
requested; provided, however, that unless written notice is given to the non-assigning Parties that
any such collateral assignment has been foreclosed upon, such non-assigning Parties shall be
entitled to deal exclusively with Holly, the Buyer or the Seller, as the case may be, as to any
matters arising under this Agreement, the Ancillary Documents or the Omnibus Agreement (other than
for delivery of notices required by any such collateral assignment). Except as otherwise provided
in this Section 10.6, neither this Agreement nor any of the rights, interests, or
obligations hereunder may be assigned by any Party without the prior written consent of the other
Parties hereto.



     10.7 Captions. The captions in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the interpretation hereof.



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



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



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Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




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



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



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



     11.13 Survival of Representations and Warranties. The representations and warranties
set forth in this Agreement shall survive the Closing until 5:00 p.m., Dallas, Texas time on, on
the anniversary of the Closing Date, except that the representations and warranties contained in
Sections 4.1 (Organization), 4.2 (Authorization), 4.6 (Title to LLC
Interests; Capitalization), 4.9 (Taxes), 4.14 (Waivers and Disclaimers),
5.1 (Organization), 5.2 (Authorization), 6.1 (Organization), and
6.2 (Authorization) shall survive until the expiration of the applicable statute of
limitations; provided, however, that any representation and warranty that is the subject of a claim
for indemnification hereunder which claim was timely made pursuant to Section 9.4(a) shall
survive with respect to such claim until such claim is finally paid or adjudicated.



ARTICLE XI

GUARANTEE




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



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



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




20









 









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




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




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




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




     (e) any absence of any notice to, or knowledge of, Holly, of the existence or
occurrence of any of the matters or events set forth in the foregoing subsections (a)
through (d); or




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



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



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



     11.4 Subrogation Waiver. Holly agrees that it shall not have any rights (direct or
indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment
or recovery from the Indemnifying Party for any payments made by Holly under this Article
XI until all Payment Obligations have been indefeasibly paid, and Holly hereby irrevocably
waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution,
reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter
acquire against the Indemnifying Party until all Payment Obligations have been indefeasibly paid.



     11.5 Reinstatement. The obligations of Holly under this Article XI shall
continue to be effective or shall be reinstated, as the case may be, if at any time any payment of
any of the Payment Obligations is rescinded or must otherwise be returned to the Indemnifying Party
or any



Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




21









 







other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition,
liquidation or reorganization of the Indemnifying Party or such other entity, or for any other
reason, all as though such payment had not been made.




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



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



ARTICLE XII

INTERPRETATION




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



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




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




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




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




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




Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




22









 








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




          (g) the inclusion of a matter on a Schedule in relation to a representation or warranty shall
not be deemed an indication that such matter necessarily would, or may, breach such representation
or warranty absent its inclusion on such Schedule;




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




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




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




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




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




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



[The Remainder of this Page is Intentionally Left Blank]




Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.




23









 









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



	 	 	 	 	 
	 	HOLLY:



HOLLY CORPORATION

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 
	 	BUYER:




HOLLY ENERGY PARTNERS — OPERATING, L.P.

 	 
	 	By:  	HEP LOGISTICS GP, L.L.C.,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	     /s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	Senior Vice President 	 
	 
	 
	 	SELLER:




NAVAJO PIPELINE CO., L.P.

 	 
	 	By:  	NAVAJO PIPELINE GP, L.L.C.,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	     /s/ Bruce R. Shaw
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



Signature Page

Holly Corporation

Navajo Pipeline Co., L.P.

Holly Energy Partners — Operating, L.P.

LLC Interest Purchase Agreement




 









 








EXHIBIT A




Form of Assignment





ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS




     This Assignment of Limited Liability Company Interests (“Assignment”) is effective as
of 12:01 a.m., Dallas, Texas time, on June 1, 2009 (the “Effective Time”), by and between
Navajo Pipeline Co., L.P., a Delaware limited partnership (“Seller”), and Holly Energy
Partners — Operating, L.P., a Delaware limited partnership (“Buyer”). Buyer and Seller
are referred to collectively herein as the “Parties.”



RECITALS




     Reference is made to that certain LLC Interest Purchase Agreement dated June 1, 2009, among
Holly Corporation, Seller and Buyer wherein Seller has agreed to assign all of the membership
interests in Lovington-Artesia, L.L.C., a Delaware limited liability company (the
“Company”), in accordance with the terms of such LLC Interest Purchase Agreement (such
agreement, as the same may be amended, the “Purchase Agreement”).



     This Assignment is delivered by Seller pursuant to the Purchase Agreement.



ASSIGNMENT




     Now, therefore, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:



     1. Subject to the representations, warranties and covenants of the parties contained in the
Purchase Agreement, Seller hereby assigns to Buyer all of the limited liability company interests
in the Company, and any income, distributions, or other value associated therewith or deriving
therefrom on and after the Effective Time (collectively, the “Membership Interests”).



     2. Subject to the representations, warranties and covenants of the parties contained in the
Purchase Agreement, Buyer hereby assumes, from and after the Effective Time, all obligations and
liabilities of Seller with respect to the Membership Interests arising from and after the Effective
Time.



     3. Seller hereby agrees to promptly execute and deliver any corrective assignments and other
legal documents or notification reasonably requested by Buyer to give effect to the intent of this
Assignment.



     4. Seller hereby acknowledges and agrees that, as a result of this Assignment, it no longer
has any limited liability company interest or equity interest in the Company, and it resigns as a
member of the Company effective as of the Effective Time.



     5. This Assignment shall be binding upon the Parties and their respective successors and
assigns.



     6. This Assignment shall be governed by and construed in accordance with the internal laws of
the State of Delaware.




A-1









 




     7. This Assignment is subject to the terms and conditions of the Purchase Agreement, and in
the event of any conflict between the terms of this Assignment and the terms of the Purchase
Agreement, the terms of the Purchase Agreement shall control.



     8. This Assignment may be executed in one or more counterparts, each of which shall be deemed
an original but all of which together will constitute one and the same instrument.



[Remainder of Page Intentionally Left Blank]




A-2









 








     IN WITNESS WHEREOF, this Assignment is executed as of this ___ day of June, 2009, but shall be
effective as of the Effective Time.



	 	 	 	 	 
	 	Seller:



NAVAJO PIPELINE CO., L.P.

 	 
	 	By:  	NAVAJO PIPELINE GP, L.L.C.,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Bruce R. Shaw 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 
	 	Buyer:



HOLLY ENERGY PARTNERS — OPERATING, L.P.

 	 
	 	By:  	HEP LOGISTICS GP, L.L.C.,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	David G. Blair 	 
	 	 	Senior Vice President 	 
	 



[Signature Page to Assignment of Limited Liability Company Interests]

















 





EXHIBIT B




Form of Restated Intermediate Pipelines Agreement




(Incorporated by reference to Exhibit 10.2 of Holly Energy Partners, L.P.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on June 5, 2009.)





B-1









 








EXHIBIT C




Form of Restated Omnibus Agreement




(Incorporated by reference to Exhibit 10.3 of Holly Energy Partners, L.P.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on June 5, 2009.)




C-1









 








EXHIBIT D




Form of Mortgages and Deeds of Trust




(Incorporated by reference to Exhibit 10.4 of Holly Energy Partners, L.P.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2009.)





D-1









 








DISCLOSURE SCHEDULES

TO LLC INTEREST PURCHASE AGREEMENT



Each Disclosure Schedule attached to the LLC Interest Purchase Agreement (the “Agreement”) is
qualified in its entirety by reference to the specific provisions of the Agreement to which such
Disclosure Schedule is attached, and is not intended to constitute, and shall not be construed as
constituting, representations or warranties except as and to the extent provided in the Agreement.



Matters referred to in each Disclosure Schedule are not necessarily limited to matters required by
the Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth
for informational purposes only and do not necessarily include other matters of a similar nature.
The inclusion of such matters in any Disclosure Schedules does not constitute an admission of
materiality by any party to the Agreement.



A disclosure made by any party to the Agreement in any Disclosure Schedule that is sufficient on
its face to reasonably inform another party to the Agreement of information required to be
disclosed in another Disclosure Schedule in order to avoid a misrepresentation thereunder shall be
deemed, for all purposes of the Agreement, to have been made with respect to such other Disclosure
Schedule.



Headings have been inserted for convenience of reference only and shall to no extent have the
effect of amending or changing the express description of the sections as set forth in the
Agreement. All capitalized terms in any Disclosure Schedule that are defined in the Agreement that
are not otherwise defined in such Disclosure Schedule shall have the meanings assigned to them in
the Agreement.





 









 








SCHEDULE 4.3(a)




Company Foreign Qualifications




New Mexico




Schedule 4.3(a) - 1




 









 








SCHEDULE 4.4(a)




Seller No Conflicts or Violations





	1.	 	Violations of the Seller’s Organizational Documents.





     None.




	2.	 	Violations or conflicts with material contracts.





     None.




	3.	 	Consents of Governmental Entities.





     None.



Schedule 4.4(a) - 1




 









 








SCHEDULE 4.4(b)




Company No Conflicts or Violations





	1.	 	Violations of the Company’s Organizational Documents.





     None.




	2.	 	Violations or conflicts with material contracts.





     None.




	3.	 	Consents of Governmental Entities.





     None.



Schedule 4.4(b) - 1




 









 








SCHEDULE 4.5




Seller Litigation




None.




Schedule 4.5 - 1




 









 








SCHEDULE 4.6(a)




Title to LLC Interests




None.




Schedule 4.6(a) - 1




 









 








SCHEDULE 4.12




Title to Assets



The Company is a party to the Guarantee and Collateral Agreement, dated July 1, 2004, among Holly
Corporation and certain of its Subsidiaries in favor of Bank of America, N.A., as administrative
agent, pursuant to which the Company guarantees indebtedness under the Second Amended and Restated
Credit Agreement dated as of April 7, 2009, among Holly Corporation, Bank of America, N.A., as
administrative agent, swing line lender and L/C issuer, UBS Loan Finance LLC and U.S. Bank National
Association, as co-documentation agents, Union Bank of California, N.A. and Compass Bank, as
syndication agents, and certain other lenders from time to time party thereto. The Company and its
assets will be released from the foregoing obligations promptly following the Closing.




Schedule 4.12 - 1




 









 








SCHEDULE 4.13




Banking Relationships



The Company is a party to the Guarantee and Collateral Agreement, dated July 1, 2004, among Holly
Corporation and certain of its Subsidiaries in favor of Bank of America, N.A., as administrative
agent, pursuant to which the Company guarantees indebtedness under the Second Amended and Restated
Credit Agreement dated as of April 7, 2009, among Holly Corporation, Bank of America, N.A., as
administrative agent, swing line lender and L/C issuer, UBS Loan Finance LLC and U.S. Bank National
Association, as co-documentation agents, Union Bank of California, N.A. and Compass Bank, as
syndication agents, and certain other lenders from time to time party thereto.




Schedule 4.13 - 1




 









 








SCHEDULE 5.3




Buyer No Conflicts or Violations




None.




Schedule 5.3 - 1




 









 








SCHEDULE 5.4




Buyer Litigation




None.




Schedule 5.4 - 1




 









 








SCHEDULE 6.3




Holly No Conflicts or Violations





	1.	 	Violations of Holly’s Organizational Documents.





     None.




	2.	 	Violations or conflicts with material contracts.





     None.




	3.	 	Consents of Governmental Entities.





     None.



Schedule 6.3 - 1




 









 








SCHEDULE 6.4




Holly Litigation




None.




Schedule 6.4 - 1