exv4w4



 






Exhibit 4.4

EXECUTION COPY




 

 








REGISTRATION RIGHTS AGREEMENT




Dated as of February 28, 2005




by and among




HOLLY ENERGY PARTNERS, L.P.




and




HOLLY ENERGY FINANCE CORP.




as Issuers,




and




UBS SECURITIES LLC,

GOLDMAN, SACHS & CO.




and




BANC OF AMERICA SECURITIES LLC




as Initial Purchasers




61/4% Senior Notes due 2015




 

 







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	Section 1.
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.
	 	Exchange Offer	 	 	4	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Shelf Registration	 	 	6	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Liquidated Damages	 	 	7	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Registration Procedures	 	 	8	 
	 
	 	 	 	 	 	 
	Section 6.
	 	Registration Expenses	 	 	15	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Indemnification	 	 	15	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Rule 144A	 	 	18	 
	 
	 	 	 	 	 	 
	Section 9.
	 	Underwritten Registrations	 	 	18	 
	 
	 	 	 	 	 	 
	Section 10.
	 	Miscellaneous	 	 	18	 






	 	 	 	 	 	 	 	 	 
	 
	 	(a)	 	No Inconsistent Agreements	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(b)	 	Adjustments Affecting Registrable Notes	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(c)	 	Amendments and Waivers	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(d)	 	Notices	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(e)	 	Successors and Assigns	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(f)	 	Counterparts	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(g)	 	Headings	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(h)	 	Governing Law	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(i)	 	Severability	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(j)	 	Securities Held by the Issuer or Its Affiliates	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(k)	 	Third-Party Beneficiaries	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(l)	 	Entire Agreement	 	 	21	 







i









 








REGISTRATION RIGHTS AGREEMENT




                    This Registration Rights Agreement (this “Agreement”) is dated as of February 28,
2005, by and between Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy
Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.”
and, together with Holly Energy Partners, the “Issuers”), and the guarantors listed on
Schedule I hereto (each, a “Guarantor” and collectively, the “Guarantors”), on the
one hand, and UBS Securities LLC, Goldman, Sachs & Co. and UBS Securities LLC (the “Initial
Purchasers”), on the other hand.



                    This Agreement is entered into in connection with the Purchase Agreement, dated as of February
11, 2005, by and among the Issuers, the Guarantors and the Initial Purchasers (the “Purchase
Agreement”), relating to the offering of $150,000,000 aggregate principal amount of the
Issuers’ 61/4% Senior Notes due 2015 (the “Notes”). The execution and delivery of this
Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the
Purchase Agreement.



                    The parties hereby agree as follows:



          Section 1. Definitions



                    As used in this Agreement, the following terms shall have the following meanings:



                    “action” shall have the meaning set forth in Section 7(c) hereof.



                    “Advice” shall have the meaning set forth in Section 5 hereof.



                    “Agreement” shall have the meaning set forth in the first introductory paragraph hereto.



                    “Applicable Period” shall have the meaning set forth in Section 2(b) hereof.



                    “Board of Directors” shall have the meaning set forth in Section 5 hereof.



                    “Business Day” shall mean a day that is not a Legal Holiday.



                    “Commission” shall mean the Securities and Exchange Commission.



                    “Day” shall mean a calendar day.



                    “Damages Payment Date” shall have the meaning set forth in Section 4(b) hereof.



                    “Delay Period” shall have the meaning set forth in Section 5 hereof.



                    “Effectiveness Period” shall have the meaning set forth in Section 3(b) hereof.



                    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



                    “Exchange Notes” shall have the meaning set forth in Section 2(a) hereof.



                    “Exchange Offer” shall have the meaning set forth in Section 2(a) hereof.



 









 





                    “Exchange Offer Registration Statement” shall have the meaning set forth in Section 2(a)
hereof.



                    “Holder” shall mean any holder of a Registrable Note or Registrable Notes.



                    “Indenture” shall mean the Indenture, dated as of February 28, 2005, by and among the Issuers,
the Guarantors and U.S. Bank National Association as trustee, pursuant to which the Notes are being
issued, as amended or supplemented from time to time in accordance with the terms thereof.



                    “Initial Purchasers” shall have the meaning set forth in the first introductory paragraph
hereof.



                    “Inspectors” shall have the meaning set forth in Section 5(m) hereof.



                    “Issue Date” shall mean February 28, 2005, the date of original issuance of the Notes.



                    “Issuers” shall have the meaning set forth in the introductory paragraph hereto and shall also
include the Issuers’ permitted successors and assigns.



                    “Legal Holiday” shall mean a Saturday, a Sunday or a day on which banking institutions in New
York, New York are required by law, regulation or executive order to remain closed.



                    “Liquidated Damages” shall have the meaning set forth in Section 4(a) hereof.



                    “Losses” shall have the meaning set forth in Section 7(a) hereof.



                    “NASD” shall have the meaning set forth in Section 5(q) hereof.



                    “Notes” shall have the meaning set forth in the second introductory paragraph hereto.



                    “Participant” shall have the meaning set forth in Section 7(a) hereof.



                    “Participating Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.



                    “Person” shall mean an individual, corporation, partnership, joint venture association, joint
stock company, trust, unincorporated limited liability company, government or any agency or
political subdivision thereof or any other entity.



                    “Private Exchange” shall have the meaning set forth in Section 2(b) hereof.



                    “Private Exchange Notes” shall have the meaning set forth in Section 2(b) hereof.



                    “Prospectus” shall mean the prospectus included in any Registration Statement (including,
without limitation, any prospectus subject to completion and a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.



                    “Purchase Agreement” shall have the meaning set forth in the second introductory paragraph
hereof.



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                    “Records” shall have the meaning set forth in Section 5(m) hereof.



                    “Registrable Notes” shall mean each Note upon its original issuance and at all times
subsequent thereto, each Exchange Note as to which Section 2(c)(iii) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note upon original
issuance thereof and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section 2(c)(ii) hereof is
applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private
Exchange Note has been declared effective by the Commission and such Note, Exchange Note or such
Private Exchange Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes that may be resold without restriction under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be,
ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private
Exchange Note has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k).



                    “Registration Default” shall have the meaning set forth in Section 4(a) hereof.



                    “Registration Statement” shall mean any appropriate registration statement of the Issuers
covering any of the Registrable Notes filed with the Commission under the Securities Act, and all
amendments and supplements to any such Registration Statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.



                    “Requesting Participating Broker-Dealer” shall have the meaning set forth in Section 2(b)
hereof.



                    “Rule 144” shall mean Rule 144 promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter
adopted by the Commission providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements of the Securities
Act.



                    “Rule 144A” shall mean Rule 144A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter
adopted by the Commission.



                    “Rule 415” shall mean Rule 415 promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.



                    “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



                    “Shelf Filing Event” shall have the meaning set forth in Section 2(c) hereof.



                    “Shelf Registration” shall have the meaning set forth in Section 3(a) hereof.



                    “Shelf Registration Statement” shall mean a Registration Statement filed in connection with a
Shelf Registration.



                    “TIA” shall mean the Trust Indenture Act of 1939, as amended.



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                    “Trustee” shall mean the trustee under the Indenture and the trustee (if any) under any
indenture governing the Exchange Notes and Private Exchange Notes.



                    “Underwritten registration or underwritten offering” shall mean a registration in which
securities of the Issuers are sold to an underwriter for reoffering to the public.



          Section 2. Exchange Offer



                    (a) The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration
Statement”) within 150 days after the Issue Date with the Commission on an appropriate
registration form with respect to a registered offer (the “Exchange Offer”) to exchange any
and all of the Registrable Notes for a like aggregate principal amount of notes (the “Exchange
Notes”) that are identical in all material respects to the Notes (except that the Exchange
Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a
Registration Default), (ii) use commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act within 210 days after the
Issue Date and (iii) use commercially reasonable efforts to consummate the Exchange Offer within
240 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared
effective by the Commission, the Issuers will offer the Exchange Notes in exchange for surrender of
the Notes. The Issuers shall keep the Exchange Offer open for not less than 20 business days (or
longer if required by applicable law) after the date notice of the Exchange Offer is mailed to
Holders.



                    Each Holder that participates in the Exchange Offer will be required to represent to the
Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the
ordinary course of its business, (ii) it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act or, if it is an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act to the extent
applicable, (iii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend
to engage in, a distribution of Exchange Notes, (iv) if such Holder is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of
market-making or other trading activities, it will deliver a prospectus in connection with any
resale of such Exchange Notes and (v) such Holder has full power and authority to transfer the
Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered
title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to
any adverse claims.



                    (b) The Issuers and the Initial Purchasers acknowledge that the staff of the Commission has
taken the position that any broker-dealer that elects to exchange Notes that were acquired by such
broker-dealer for its own account as a result of market-making or other trading activities for
Exchange Notes in the Exchange Offer (a “Participating Broker-Dealer”) may be deemed to be
an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes (other than
a resale of an unsold allotment resulting from the original offering of the Notes).



                    The Issuers and the Initial Purchasers also acknowledge that the staff of the Commission has
taken the position that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under
the Securities Act in



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connection with resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.




                    In light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting
Participating Broker-Dealer”), the Issuers agree to use their commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective for a period not to exceed
180 days after the date on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to the last paragraph of Section 5 hereof (such period, the
“Applicable Period”), or such earlier date as all Requesting Participating Broker-Dealers
shall have notified the Issuers in writing that such Requesting Participating Broker-Dealers have
resold all Exchange Notes acquired in the Exchange Offer. The Issuers shall include a plan of
distribution in such Exchange Offer Registration Statement that meets the requirements set forth in
the preceding paragraph.



                    If, prior to consummation of the Exchange Offer, the Initial Purchasers or any Holder, as the
case may be, holds any Notes acquired by it that have, or that are reasonably likely to be
determined to have, the status of an unsold allotment in an initial distribution, or if any Holder
is not entitled to participate in the Exchange Offer, the Issuers upon the request of the Initial
Purchasers or any such Holder, as the case may be, shall simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchasers or any such
Holder, as the case may be, in exchange (the “Private Exchange”) for such Notes held by the
Initial Purchasers or any such Holder, as the case may be, a like principal amount of notes (the
“Private Exchange Notes”) of the Issuers that are identical in all material respects to the
Exchange Notes except that the Private Exchange Notes may be subject to restrictions on transfer
and bear a legend to such effect. The Private Exchange Notes shall be issued pursuant to the same
indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes.



                    For each Note surrendered in the Exchange Offer, the Holder will receive an Exchange Note
having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note
and Private Exchange Note issued pursuant to the Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the Notes surrendered in
exchange therefor or, if no interest has been paid on the Notes, from the Issue Date.



                    Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall
have no further registration obligations, except as set forth in Section (c) hereof.



                    In connection with the Exchange Offer, the Issuers shall:




          (1) mail or cause to be mailed to each Holder entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;





          (2) utilize the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York;




          (3) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer shall remain
open; and




          (4) otherwise comply in all material respects with all applicable laws, rules and
regulations.



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                    As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any,
the Issuers shall:




          (1) accept for exchange all Notes validly tendered and not validly withdrawn by the
Holders pursuant to the Exchange Offer and the Private Exchange, if any;




          (2) deliver or cause to be delivered to the Trustee for cancellation all Notes so
accepted for exchange; and




          (3) cause the Trustee to authenticate and deliver promptly to each such Holder of
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal
amount to the Registrable Notes of such Holder so accepted for exchange.



                    The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private
Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuers and (iii) all governmental approvals shall have been
obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or
Private Exchange.



                    The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture (in either case, with such
changes as are necessary to comply with any requirements of the Commission to effect or maintain
the qualification thereof under the TIA) and which, in either case, has been qualified under the
TIA and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions
set forth in the Indenture and (b) the Private Exchange Notes shall be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes
will have the right to vote or consent as a separate class on any matter.



                    (c) In the event that (i) any changes in law or the applicable interpretations of the staff of
the Commission do not permit the Issuers to effect the Exchange Offer, (ii) any Holder, other than
the Initial Purchasers, is prohibited by law or the applicable interpretations of the staff of the
Commission from participating in the Exchange Offer or does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal securities laws (other
than due solely to the status of such holder as an affiliate of the Issuers within the meaning of
the Securities Act) or (iii) the Initial Purchaser so requests with respect to Notes or Private
Exchange Notes that have, or that are reasonably likely to be determined to have, the status of
unsold allotments in an initial distribution (each such event referred to in clauses (i) through
(iiii) of this sentence, a “Shelf Filing Event”), then the Issuers shall file a Shelf
Registration pursuant to Section 3 hereof.



          Section 3. Shelf Registration



                    If at any time a Shelf Filing Event shall occur, then:



                    (a) Shelf Registration. The Issuers shall file with the Commission a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as



6









 




to which Section 2(c)(iii) is applicable (the “Shelf Registration”). The Issuers
shall use commercially reasonable efforts to file with the Commission the Shelf Registration as
promptly as practicable, but in no event more than 60 days following the date on which the
obligation to file such Shelf Registration Statement with the Commission arises. The Shelf
Registration shall be on such appropriate form permitting registration of such Registrable Notes
for resale by Holders in the manner or manners designated by them (including, without limitation,
one or more underwritten offerings). The Issuers shall not permit any securities other than the
Registrable Notes to be included in the Shelf Registration.




                    (b) The Issuers shall use their commercially reasonable efforts (x) to cause the Shelf
Registration to be declared effective under the Securities Act on or prior to the later of 180
calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed
with the Commission and (y) to keep the Shelf Registration continuously effective under the
Securities Act for the period ending on the date which is two years from the Issue Date, subject to
extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness
Period”), or such shorter period ending when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the Shelf Registration;
provided, however, that (i) the Effectiveness Period in respect of the Shelf
Registration shall be extended to the extent required to permit dealers to comply with the
applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein and (ii) the Issuers may suspend the effectiveness of the Shelf Registration
Statement under the circumstance referred to in the penultimate paragraph of Section 5 hereof.



                    (c) Supplements and Amendments. The Issuers agree to supplement or make amendments to
the Shelf Registration Statement as and when required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration Statement or by the Securities
Act or rules and regulations thereunder for shelf registration, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes covered by such
Registration Statement or by any underwriter of such Registrable Notes.



          Section 4. Liquidated Damages



                    (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the
Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree
that if:




          (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior

to the 150th day following the Issue Date or, if that day is not a Business Day, the next
day that is a Business Day,




          (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the
210th day following the Issue Date or, if that day is not a Business Day, the next day that
is a Business Day,




          (iii) the Exchange Offer is not consummated on or prior to the 240th day following the Issue
Date, or, if that day is not a Business Day, the next day that is a Business Day; or




          (iv) the Shelf Registration Statement is required to be filed but is not declared effective
by the later of 180 calendar days after the Issue Date or 90 days after the Shelf
Registration is required to be filed with the Commission, or, if either such day is not a
Business Day, the next day that is a Business Day or is declared effective by such date but
thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be
effective or usable as specifically permitted by the penultimate paragraph of Section 5
hereof



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(each such event referred to in clauses (i) through (iv) a “Registration Default”),
liquidated damages in the form of additional cash interest (“Liquidated Damages”) will
accrue on the affected Notes and the affected Exchange Notes, as applicable. The rate of
Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the
occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to
each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum,
from and including the date on which any such Registration Default shall occur to, but excluding,
the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on
which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than
affiliates of the Issuers without further registration under the Securities Act.



Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase
because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or
Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement
(i.e., such Holder has not elected to include information) shall not be entitled to
Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration
Statement.




                    (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five
Business Days after each and every date on which an event occurs in respect of which Liquidated
Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i),
(a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each March
1 and September 1 (each a “Damages Payment Date”), commencing with the first such date
occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest
is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The
amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable
rate of Liquidated Damages by the aggregate principal amount of all such Registrable Notes
outstanding on the Damages Payment Date following such Registration Default in the case of the
first such payment of Liquidated Damages with respect to a Registration Default (and thereafter at
the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied
by a fraction, the numerator of which is the number of days such Liquidated Damages rate was
applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day
months and, in the case of a partial month, the actual number of days elapsed), and the denominator
of which is 360.



          Section 5. Registration Procedures



                    In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Issuers shall effect such registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the Issuers shall:




          (a) Prepare and file with the Commission the Registration Statement or Registration
Statements prescribed by Section 2 or 3 hereof, and use their commercially reasonable
efforts to cause each such Registration Statement to become effective and remain effective
as provided herein; provided, however, that if (1) such filing is pursuant
to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford
the Holders of the Registrable Notes covered by such Registration Statement or each such
Participating Broker-Dealer, as the case may be, its counsel (if such counsel is known to
the Issuers) and the managing underwriters, if any, a reasonable opportunity to review



8









 






copies of all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case at least five
Business Days prior to such filing or such later date as is reasonable under the
circumstances). The Issuers shall not file any Registration Statement or Prospectus or any
amendments or supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement, or any such Participating
Broker-Dealer, as the case may be, its counsel, or the managing underwriters, if any, shall
reasonably object on a timely basis.




          (b) Prepare and file with the Commission such amendments and post-effective amendments
to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case
may be, as may be necessary to keep such Registration Statement continuously effective for
the Effectiveness Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any Prospectus supplement required by applicable law, and
as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to them with respect to the disposition of
all securities covered by such Registration Statement as so amended or in such Prospectus as
so supplemented and with respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus, in each case, in accordance with
the intended methods of distribution set forth in such Registration Statement or Prospectus,
as so amended.




          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto
from whom the Issuers have received written notice that such Broker-Dealer will be a
Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of
Registrable Notes, or each such Participating Broker-Dealer, as the case may be, their
counsel and the managing underwriters, if any, as promptly as possible, and, if requested by
any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder may, upon
request, obtain, at the sole expense of the Issuers, one conformed copy of such Registration
Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary prospectus or
the initiation of any proceedings for that purpose, (iii) if at any time when a Prospectus
is required by the Securities Act to be delivered in connection with sales of the
Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the
representations and warranties of the Issuers contained in any agreement (including any
underwriting agreement) contemplated by Section 5(l)(i) hereof cease to be true and correct
in all material respects, (iv) of the receipt by the Issuers of any notification with
respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes for offer or
sale in any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or any
information becoming known to the Issuers that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not



9









 






contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading,
and that in the case of the Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading, and (vi) of the Issuers’ determination that a post-effective amendment
to a Registration Statement would be appropriate.




          (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
commercially reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use
of a Prospectus or suspending the qualification (or exemption from qualification) of any of
the Registrable Notes or the Exchange Notes, as the case may be, for sale in any
jurisdiction, and, if any such order is issued, to use their commercially reasonable efforts
to obtain the withdrawal of any such order at the earliest practicable moment.




          (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and if
reasonably requested by the managing underwriter or underwriters (if any), the Holders of a
majority in aggregate principal amount of the Registrable Notes covered by such Registration
Statement or any Participating Broker-Dealer, as the case may be, (i) promptly incorporate
in such Registration Statement or Prospectus a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters (if any), such
Holders or any Participating Broker-Dealer, as the case may be (based upon advice of
counsel), reasonably determine is necessary to be included therein and (ii) make all
required filings of such prospectus supplement or such post-effective amendment as soon as
practicable after the Issuers have received notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; provided,
however, that the Issuers shall not be required to take any action hereunder that
would, in the written opinion of counsel to the Issuers, violate applicable laws.




          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish or make
electronically accessible to each selling Holder of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, who so requests, its counsel and each
managing underwriter, if any, at the sole expense of the Issuers, one conformed copy of the
Registration Statement or Registration Statements and each post-effective amendment thereto,
including financial statements and schedules, and, if requested, all documents incorporated
or deemed to be incorporated therein by reference and all exhibits.




          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, its respective counsel, and the underwriters, if any, at the sole expense of the
Issuers, as many copies of the



10









 






Prospectus or Prospectuses (including each form of preliminary prospectus) and each
amendment or supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this Section 5, the
Issuers hereby consent to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Registrable Notes covered by, or the
sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
any amendment or supplement thereto.




          (h) Prior to any public offering of Registrable Notes or Exchange Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
commercially reasonable efforts to register or qualify, and to cooperate with the one
representative chosen by a majority in principal amount of the Registrable Notes held by the
selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, the managing underwriter or underwriters, if any, and its respective counsel in
connection with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer
and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as such representative, Participating Broker-Dealer, or the managing underwriter or
underwriters reasonably request; provided, however, that where Exchange
Notes or Registrable Notes are offered other than through an underwritten offering, the
Issuers agree to use their commercially reasonable efforts to cause the Issuers’ counsel to
perform Blue Sky investigations and file registrations and qualifications required to be
filed pursuant to this Section 5(h); keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is required to
be kept effective and do any and all other acts or things reasonably necessary or advisable
to enable the disposition in such jurisdictions of such Exchange Notes or Registrable Notes
covered by the applicable Registration Statement; provided, however, that
the Issuers shall not be required to (A) qualify generally to do business in any
jurisdiction where they are not then so qualified, (B) take any action that would subject
them to general service of process in any such jurisdiction where it they are not then so
subject or (C) subject themselves to taxation in excess of a nominal dollar amount in any
such jurisdiction where they are not then so subject.




          (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing Registrable
Notes to be sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company and enable such Registrable
Notes to be in such denominations and registered in such names as the managing underwriter
or underwriters, if any, or selling Holders may request at least five Business Days prior to
any sale of such Registrable Notes or Exchange Notes.




          (j) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the
occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) and the penultimate paragraph of this
Section 5) file with the Commission, at the sole expense of the Issuers, a supplement or
post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference,
or file any other required document so that, as



11









 






thereafter delivered to the purchasers of the Registrable Notes being sold thereunder
or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading.




          (k) Prior to the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a
form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number
for the Registrable Notes.




          (l) In connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to, and covenants with, the
underwriters with respect to the business of the Issuers and Holly Energy Partners’
subsidiaries, as then conducted (including any acquired business, properties or entity, if
applicable), and the Registration Statement, Prospectus and documents, if any, incorporated
or deemed to be incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to the Notes,
and confirm the same in writing if and when requested; (ii) use their commercially
reasonable efforts to obtain the written opinions of counsel to the Issuers and written
updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters covering the matters customarily
covered in opinions requested in underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters; (iii) use their
commercially reasonable efforts to obtain “cold comfort” letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from independent certified public accountants, addressed to each of the
underwriters, such letters to be in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with underwritten offerings; and
(iv) if an underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable than those set forth in Section 7 hereof (or
such other provisions and procedures acceptable to Holders of a majority in aggregate
principal amount of Registrable Notes covered by such Registration Statement and the
managing underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section; provided that the Issuers shall not be
required to provide indemnification to any underwriter selected in accordance with the
provisions of Section 9 hereof with respect to information relating to such underwriter
furnished in writing to the Issuers by or on behalf of such underwriter expressly for
inclusion in such Registration Statement. The above shall be done at each closing under
such underwriting agreement, or as and to the extent required thereunder.




          (m) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available
for inspection one representative chosen by a majority in principal amount of the
Registrable Notes held by of the selling Holders of such Registrable Notes being sold or
each such Participating Broker-Dealer, as the case may be, any underwriter participating in
any such disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such representative or each such Participating Broker-Dealer, as the
case may be, or underwriter (collectively, the “Inspectors”), at



12









 






the offices where normally kept, during reasonable business hours, all financial and
other records, pertinent corporate documents and instruments of the Issuers and Holly Energy
Partners’ subsidiaries (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Issuers and Holly Energy Partners’
subsidiaries to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement and Prospectus. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not disclose, or use in
connection with any market transactions in violation of any applicable securities laws, any
Records that the Issuers determine, in good faith, to be confidential and that Holly Energy
Partners notifies the Inspectors in writing are confidential unless (i) the release of such
Records is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, (ii) disclosure of such information is necessary in the opinion of counsel for
an Inspector in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out of, based
upon, relating to, or involving this Agreement or the Purchase Agreement, or any
transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iii)
the information in such Records has been made generally available to the public other than
as a result of a breach of the confidentiality provisions set forth in this section (m);
provided, however, that (i) each Inspector shall agree to use commercially
reasonable efforts to provide notice to the Issuers of the potential disclosure of any
information by such Inspector pursuant to clause (i) or (ii) of this sentence to permit the
Issuers to obtain a protective order (or waive the provisions of this paragraph (m)) and
(ii) each such Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable).




          (n) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as
the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof to be qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders of the
Registrable Notes or Exchange Notes, as applicable, to effect such changes to such indenture
as may be required for such indenture to be so qualified in accordance with the terms of the
TIA; and execute, and use their commercially reasonable efforts to cause such trustee to
execute, all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the Commission to enable such indenture to be so
qualified in a timely manner.




          (o) Comply with all applicable rules and regulations of the Commission and make
generally available to the Issuers’ securityholders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable Notes or Exchange
Notes are sold to underwriters in a firm commitment or best efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the first day of the
first fiscal quarter of the Issuers after the effective date of a Registration Statement,
which statements shall cover said 12-month periods consistent with the requirements of Rule
158.




          (p) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by Holders to the Issuers (or to such other Person as directed by the
Issuers) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are
being



13









 






cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case
may be; provided that in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.




          (q) Cooperate with each seller of Registrable Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. (the “NASD”).



                    The Issuers may require each seller of Registrable Notes or Exchange Notes as to which any
registration is being effected to furnish to the Issuers such information regarding such seller and
the distribution of such Registrable Notes or Exchange Notes as the Issuers may, from time to time,
reasonably request and, in any event, each such seller shall be required to provide to the Issuers
the selling security holder information required by Item 507 or 508, as applicable, of Regulation
S-K under the Exchange Act. The Issuers may exclude from such registration the Registrable Notes
of any seller so long as such seller fails to furnish such information within a reasonable time
after receiving such request and in the event of such an exclusion, the Issuers shall have no
further obligation under this Agreement (including, without limitation, the obligations under
Section 4) with respect to such seller or any subsequent Holder of such Registrable Notes. Each
seller as to which any Shelf Registration is being effected agrees to furnish promptly to the
Issuers all information required to be disclosed in order to make any information previously
furnished to the Issuers by such seller not materially misleading.



                    If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities of the Issuers, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such Holder, to the effect
that the holding by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that such holding does
not imply that such Holder will assist in meeting any future financial requirements of the Issuers,
or (ii) in the event that such reference to such Holder by name or otherwise is not required by the
Securities Act or any similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the applicable Registration Statement filed or prepared
subsequent to the time that such reference ceases to be required.



                    Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes that, upon actual receipt of any notice from the Issuers
(x) of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv),
or 5(c)(v) hereof, or (y) that the Board of Directors of the General Partner (the “Board of
Directors”) has resolved that the Issuers have a bona fide business purpose for doing so, then
the Issuers may delay the filing or the effectiveness of the Exchange Offer Registration Statement
or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not
be required to maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration, in all cases, for a period (a “Delay
Period”) expiring upon the earlier to occur of (i) in the case of the immediately preceding
clause (x), such Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(i) hereof or until it is advised in
writing (the “Advice”) by the Issuers that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), the date which is the earlier of (A) the date on which such
business purpose ceases to interfere with the Issuers’ obligations to file or maintain the
effectiveness of any such Registration Statement pursuant to this Agreement or (B) 60 days after
the Issuers notify the Holders of such good faith determination. There shall not be more than 60
days of Delay Periods during any 12-month period. Each of the Effectiveness Period and the
Applicable Period, if applicable, shall be extended by the



14









 




number of days during any Delay Period. Any Delay Period will not alter the obligations of
the Issuers to pay Liquidated Damages under the circumstances set forth in Section 4 hereof.




                    In the event of any Delay Period pursuant to clause (y) of the preceding paragraph, notice
shall be given as soon as practicable after the Board of Directors makes such a determination of
the need for a Delay Period and shall advise the recipient thereof of the agreement of such Holder
provided in the next succeeding sentence. Each Holder, by his acceptance of any Registrable Note,
agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or
Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be.



          Section 6. Registration Expenses



                    All fees and expenses incident to the performance of or compliance with this Agreement by the
Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers,
whether or not the Exchange Offer Registration Statement or the Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes
or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer, or (y) as provided in Section 5(h)
hereof, in the case of a Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing prospectuses if the printing of prospectuses is requested
by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate
principal amount of the Registrable Notes included in any Registration Statement or in respect of
Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the
sellers of Registrable Notes in connection with a Shelf Registration (exclusive of any counsel
retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(l)(iii) hereof, (vi) fees and expenses of all other
Persons retained by the Issuers, (vii) the fees and expenses incurred in connection with the rating
of the securities, in each case, if applicable, and (viii) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting agreements, indentures and
any other documents necessary in order to comply with this Agreement. Notwithstanding the
foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and
commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it.



          Section 7. Indemnification



                    (a) The Issuers agree to indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if
any, who controls any such Person within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act, the agents, employees, officers and directors of each Holder and each
such Participating Broker-Dealer and the agents, employees, officers and directors of any such
controlling Person (each, a “Participant”) from and against any and all losses,
liabilities, claims, damages and expenses (including, but not limited to, reasonable attorneys’
fees and any and all reasonable out-of-pocket expenses actually incurred in investigating,
preparing or defending against any litigation,



15









 




commenced or threatened, or any claim whatsoever, and any and all reasonable amounts paid in
settlement of any claim or litigation (in the manner set forth in clause (c) below)) (collectively,
“Losses”) to which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the
Issuers shall have furnished any amendments or supplements thereto), or caused by, arising out of
or based upon any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, provided that (i)
the foregoing indemnity shall not be available to any Participant insofar as such Losses are caused
by any untrue statement or omission or alleged untrue statement or omission made in reliance upon
and in conformity with information relating to such Participant furnished to the Issuers in writing
by or on behalf of such Participant expressly for use therein, and (ii) that the foregoing
indemnity with respect to any preliminary prospectus shall not inure to the benefit of any
Participant from whom the Person asserting such Losses purchased Registrable Notes if (x) it is
established in the related proceeding that such Participant failed to send or give a copy of the
Prospectus (as amended or supplemented if such amendment or supplement was furnished to such
Participant prior to the written confirmation of such sale) to such Person with or prior to the
written confirmation of such sale, if required by applicable law, and (y) the untrue statement or
omission or alleged untrue statement or omission was completely corrected in the Prospectus (as
amended or supplemented if amended or supplemented as aforesaid) and such Prospectus does not
contain any other untrue statement or omission or alleged untrue statement or omission that was the
subject matter of the related proceeding. This indemnity agreement will be in addition to any
liability that the Issuers may otherwise have, including, but not limited to, liability under this
Agreement.




                    (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the
Issuers, each Person, if any, who controls the Issuers within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, and each of its agents, employees, officers
and directors and the agents, employees, officers and directors of any such controlling Person from
and against any Losses to which they or any of them may become subject under the Securities Act,
the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if
the Issuers shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein,
in the case of the Prospectus, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that any such Loss arises out of or
is based upon any untrue statement or alleged untrue statement or omission or alleged omission made
in reliance upon and in conformity with information relating to such Participant furnished in
writing to the Issuers by or on behalf of such Participant expressly for use therein.



                    (c) Promptly after receipt by an indemnified party under subsection 7(a) or 7(b) above of
notice of the commencement of any action, suit or proceeding (collectively, an “action”),
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have under this Section 7
except to the extent that it has been prejudiced in any material respect by such failure). In case
any such action is brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to participate in such
action, and to the extent it may elect by written



16









 




notice delivered to the indemnified party promptly after receiving the aforesaid notice from
such indemnified party, to assume the defense of such action with counsel reasonably satisfactory
to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such action, but the reasonable fees and
expenses of such counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by the indemnifying parties in
connection with the defense of such action, (ii) the indemnifying parties shall not have employed
counsel to take charge of the defense of such action within a reasonable time after notice of
commencement of the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties (or such indemnifying
parties have assumed the defense of such action), and such indemnified party or parties shall have
reasonably concluded; based on advice of counsel that there may be defenses available to it or them
that are different from or additional to those available to one or all of the indemnifying parties
(in which case the indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events such reasonable fees
and expenses of counsel shall be borne by the indemnifying parties. In no event shall the
indemnifying party be liable for the fees and expenses of more than one counsel (together with
appropriate local counsel) at any time for all indemnified parties in connection with any one
action or separate but substantially similar or related actions arising in the same jurisdiction
out of the same general allegations or circumstances. Any such separate firm for the Participants
shall be designated in writing by Participants who sold a majority in interest of Registrable Notes
sold by all such Participants and shall be reasonably acceptable to the Issuers and any such
separate firm for the Issuers, their affiliates, officers, directors, representatives, employees
and agents and such control Person of the Issuers shall be designated in writing by the Issuers and
shall be reasonably acceptable to the Holders. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which consent may not be
unreasonably withheld. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter of such proceeding.




                    (d) In order to provide for contribution in circumstances in which the indemnification
provided for in this Section 7 is for any reason held to be unavailable from the indemnifying
party, or is insufficient to hold harmless a party indemnified under this Section 7, each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative
benefits received by each indemnifying party, on the one hand, and each indemnified party, on the
other hand, from the sale of the Notes to the Initial Purchasers or the resale of the Registrable
Notes by such Holder, as applicable, or (ii) if such allocation is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of each indemnified party, on the one hand, and each
indemnifying party, on the other hand, in connection with the statements or omissions that resulted
in such Losses, as well as any other relevant equitable considerations. The relative benefits
received by the Issuers, on the one hand, and each Participant, on the other hand, shall be deemed
to be in the same proportion as (x) the total proceeds from the sale of the Notes to the Initial
Purchasers (net of discounts and commissions but before deducting expenses) received by the Issuers
are to (y) the total net profit received by such Participant in connection with the sale of the
Registrable Notes. The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers or such
Participant and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission.



17









 





                    (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to contribute any amount in
excess of the amount by which the net profit received by such Participant in connection with the
sale of the Registrable Notes exceeds the amount of any damages that such Participant has otherwise
been required to pay by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 7, notify such party
or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except to the extent that it has
been prejudiced in any material respect by such failure; provided, however, that no
additional notice shall be required with respect to any action for which notice has been given
under this Section 7 for purposes of indemnification. Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written consent
was not unreasonably withheld.



          Section 8. Rule 144A



                    The Issuers covenant that they will file the reports required, if any, to be filed by them
under the Securities Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder in a timely manner in accordance with the requirements of the Securities Act
and the Exchange Act and, if at any time the Issuers are not required to file such reports, they
will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such
information necessary to permit sales pursuant to Rule 144A under the Securities Act.



          Section 9. Underwritten Registrations



                    If any of the Registrable Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager or managers that
will manage the offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Notes included in such offering and shall be reasonably acceptable to
the Issuers.



                    No Holder of Registrable Notes may participate in any underwritten registration hereunder if
such Holder does not (a) agree to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.



          Section 10. Miscellaneous



                    (a) No Inconsistent Agreements. The Issuers have not, as of the date hereof, and
shall not have, after the date of this Agreement, entered into any agreement with respect to any of
their securities that is inconsistent with the rights granted to the Holders of Registrable Notes
in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any material respect, the
rights granted to the holders of any of the Issuers’ other issued and outstanding securities under any such agreements. The Issuers



18









 




have not entered and will not enter into any agreement
with respect to any of their securities which will grant to any Person piggy-back registration
rights with respect to any Registration Statement.




                    (b) Adjustments Affecting Registrable Notes. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Notes as a class that would adversely
affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.



                    (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given except pursuant to a written agreement duly signed and delivered by (I) the Issuers and
(II)(A) the Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in
aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented except pursuant to a written agreement duly signed and delivered by the
Issuers and each Holder and each Participating Broker-Dealer (including any Person who was a Holder
or Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed
of pursuant to any Registration Statement) affected by any such amendment, modification, supplement
or waiver. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes
whose securities are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may
be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes
being sold pursuant to such Registration Statement.



                    (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or telecopier:




          (i) if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the most
current address of such Holder or Participating Broker-Dealer, as the case may be, set forth
on the records of the registrar under the Indenture.




          (ii) if to the Issuers, at the address as follows:



	 	 	 
	

	 	Holly Energy Partners, L.P.
	

	 	100 Crescent Court
	

	 	Suite 1600
	

	 	Dallas, TX 75201
	

	 	Telephone: (214) 871-3555
	

	 	Fax: (214) 615-9380
	

	 	Attention: Chief Financial Officer







          (iii) if to the Initial Purchasers, at the address as follows:



19









 





	 	 	 
	

	 	UBS Securities LLC
	

	 	677 Washington Boulevard
	

	 	Stamford, CT 06901
	

	 	Telephone: (203) 719-3000
	

	 	Fax number: (212) 719-8819
	

	 	Attention: High Yield Capital Markets
	 
	 	 
	

	 	With a copy at such address to the attention of Legal Department, fax
	

	 	number (203) 719-6177






                    All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by the recipient’s telecopier machine, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



                    Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.



                    (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the
extent such successor or assign holds Registrable Notes.



                    (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



                    (g) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



                    (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN
THE STATE OF NEW YORK.



                    (i) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.



                    (j) Securities Held by the Issuers or Their Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or any of their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.




20









 







                    (k) Third-Party Beneficiaries. Holders and beneficial owners of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this
Agreement may be enforced by such Persons. No other Person is intended to be, or shall be
construed as, a third-party beneficiary of this Agreement.



                    (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.



21









 





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



	 	 	 	 	 	 	 
	 	 	HOLLY ENERGY PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	HEP Logistic Holdings, L.P.,
	 	 	 	 	its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Logistic Services, L.L.C.,
	

	 	 	 	 	 	its general partner
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial

Officer
	 
	 	 	 	 	 	 
	 	 	HOLLY ENERGY FINANCE CORP.
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial

Officer






 









 






	 	 	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	HEP LOGISTICS GP, L.L.C., a Delaware limited
	 	 	liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	Holly Energy Partners, L.P., a Delaware limited
	 	 	 	 	partnership, its Sole Member
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	HEP Logistics Holdings, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Logistic Services, L.L.C., a
	

	 	 	 	 	 	Delaware limited liability company, its
	

	 	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial

Officer






 









 






	 	 	 	 	 	 	 
	 	 	HOLLY ENERGY PARTNERS-OPERATING, L.P., a Delaware
	 	 	limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	HEP Logistics GP, L.L.C., a Delaware limited
	 	 	 	 	liability company, its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Energy Partners, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its Sole Member
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	HEP Logistics Holdings, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Logistic Services, L.L.C., a
	

	 	 	 	 	 	Delaware limited liability company, its
	

	 	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial

Officer











 









 

s









	 	 	 	 	 
	 	 	HEP PIPELINE GP, L.L.C., a Delaware limited
	 	 	liability company
	 
	 	 	 	 
	 	 	HEP REFINING GP, L.L.C., a Delaware limited
	 	 	liability company
	 
	 	 	 	 
	 	 	HEP MOUNTAIN HOME, L.L.C., a Delaware limited
	 	 	liability company
	 
	 	 	 	 
	 	 	HEP PIPELINE, L.L.C., a Delaware limited liability
	 	 	company
	 
	 	 	 	 
	 	 	HEP REFINING, L.L.C., a Delaware limited liability
	 	 	company
	 
	 	 	 	 
	 	 	HEP WOODS CROSS, L.L.C., a Delaware limited
	 	 	liability company
	 
	 	 	 	 
	

	 	Each by:
	 	 Holly Energy Partners—Operating, L.P., a
	

	 	 	 	Delaware limited partnership and its Sole
	

	 	 	 	Member






	 	 	 	 	 	 	 
	

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

	 	 	 	 	 	limited liability company, its General
	

	 	 	 	 	 	Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Energy Partners, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its Sole Member
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	HEP Logistics Holdings, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Logistic Services, L.L.C., a
	

	 	 	 	 	 	Delaware limited liability company, its
	

	 	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial 

Officer






 









 






	 	 	 	 	 
	 	 	HEP NAVAJO SOUTHERN, L.P., a Delaware limited
	 	 	partnership
	 
	 	 	 	 
	 	 	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware
	 	 	limited partnership
	 
	 	 	 	 
	

	 	Each by:
	 	 HEP Pipeline GP, L.L.C., a Delaware limited
	

	 	 	 	liability company and its General Partner






	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Energy Partners—Operating, L.P., a
	

	 	 	 	 	 	Delaware limited partnership, its Sole
	

	 	 	 	 	 	Member
	 
	 	 	 	 	 	 
	

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

	 	 	 	 	 	limited liability company, its General
	

	 	 	 	 	 	Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Energy Partners, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its Sole Member
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	HEP Logistics Holdings, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Logistic Services, L.L.C., a
	

	 	 	 	 	 	Delaware limited liability company, its
	

	 	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial

Officer






 









 






	 	 	 	 	 	 	 
	 	 	HEP REFINING ASSETS, L.P., a Delaware limited
	 	 	partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	HEP Refining GP, L.L.C., a Delaware limited
	 	 	 	 	liability company and its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Energy Partners—Operating, L.P., a
	

	 	 	 	 	 	Delaware limited partnership, its Sole
	

	 	 	 	 	 	Member
	 
	 	 	 	 	 	 
	

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

	 	 	 	 	 	limited liability company, its General
	

	 	 	 	 	 	Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Energy Partners, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its Sole Member
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	HEP Logistics Holdings, L.P., a Delaware
	

	 	 	 	 	 	limited partnership, its General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Holly Logistic Services, L.L.C., a
	

	 	 	 	 	 	Delaware limited liability company, its
	

	 	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Stephen McDonnell
	 	 	 	 	 
	

	 	 	 	Name:
	 	Stephen McDonnell
	

	 	 	 	Title:
	 	Vice President and Chief Financial

Officer











 









 











	 	 	 	 	 	 	 
	 	 	UBS SECURITIES, LLC
	 	 	On behalf of the several initial purchasers
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Christopher Abbate
	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher Abbate
	

	 	 	 	Title:
	 	Executive Director
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Christopher C. Juban
	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher C. Juban
	

	 	 	 	Title:
	 	Director






 









 






SCHEDULE I




GUARANTORS




HEP Logistics GP, L.L.C.

HEP Mountain Home, L.L.C.

HEP Navajo Southern, L.P.

HEP Pipeline Assets, L.P.

HEP Refining Assets, L.P.

HEP Pipeline GP, L.L.C.

HEP Pipeline, L.L.C.

HEP Refining, L.L.C.

HEP Refining GP, L.L.C.

HEP Woods Cross, L.L.C.

Holly Energy Partners-Operating, L.P.