exv4w1



 






Exhibit 4.1




EXECUTION COPY















HOLLY ENERGY PARTNERS, L.P.




HOLLY ENERGY FINANCE CORP.




AND EACH OF THE GUARANTORS PARTY HERETO




6 1/4% SENIOR NOTES DUE 2015










INDENTURE




Dated as of February 28, 2005










U.S. BANK NATIONAL ASSOCIATION




Trustee

















 









 








CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314(a)
	 	4.03;12.02;12.05
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315(a)
	 	7.01
	(b)
	 	7.05; 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a) (last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	12.01
	(b)
	 	N.A.
	(c)
	 	12.01






N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1
	 	 	 	 
	DEFINITIONS AND INCORPORATION
	 	 	 	 
	BY REFERENCE
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions.

	 	 	1	 
	Section 1.02 Other Definitions.

	 	 	23	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act.

	 	 	24	 
	Section 1.04 Rules of Construction.

	 	 	24	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Form and Dating.

	 	 	25	 
	Section 2.02 Execution and Authentication.

	 	 	25	 
	Section 2.03 Registrar and Paying Agent.

	 	 	26	 
	Section 2.04 Paying Agent to Hold Money in Trust.

	 	 	26	 
	Section 2.05 Holder Lists.

	 	 	26	 
	Section 2.06 Transfer and Exchange.

	 	 	27	 
	Section 2.07 Replacement Notes.

	 	 	38	 
	Section 2.08 Outstanding Notes.

	 	 	38	 
	Section 2.09 Treasury Notes.

	 	 	39	 
	Section 2.10 Temporary Notes.

	 	 	39	 
	Section 2.11 Cancellation.

	 	 	39	 
	Section 2.12 Defaulted Interest.

	 	 	39	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	REDEMPTION AND PREPAYMENT
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee.

	 	 	40	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased.

	 	 	40	 
	Section 3.03 Notice of Redemption.

	 	 	40	 
	Section 3.04 Effect of Notice of Redemption.

	 	 	41	 
	Section 3.05 Deposit of Redemption or Purchase Price.

	 	 	41	 
	Section 3.06 Notes Redeemed or Purchased in Part.

	 	 	42	 
	Section 3.07 Optional Redemption.

	 	 	42	 
	Section 3.08 Mandatory Redemption.

	 	 	43	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds.

	 	 	43	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes.

	 	 	45	 
	Section 4.02 Maintenance of Office or Agency.

	 	 	45	 
	Section 4.03 Reports.

	 	 	45	 
	Section 4.04 Compliance Certificate.

	 	 	46	 
	Section 4.05 Taxes.

	 	 	47	 
	Section 4.06 Stay, Extension and Usury Laws.

	 	 	47	 
	Section 4.07 Restricted Payments.

	 	 	47	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

	 	 	50	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity.

	 	 	51	 
	Section 4.10 Asset Sales.

	 	 	54	 






i









 






	 	 	 	 	 
	 	 	Page
	Section 4.11 Transactions with Affiliates.

	 	 	55	 
	Section 4.12 Liens.

	 	 	57	 
	Section 4.13 Business Activities.

	 	 	57	 
	Section 4.14 Corporate Existence.

	 	 	57	 
	Section 4.15 Offer to Repurchase Upon Change of Control.

	 	 	57	 
	Section 4.16 Limitation on Sale and Leaseback Transactions.

	 	 	59	 
	Section 4.17 Payments for Consent.

	 	 	59	 
	Section 4.18 Additional Guarantees.

	 	 	60	 
	Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

	 	 	60	 
	Section 4.20 Suspension of Covenants.

	 	 	60	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation, or Sale of Assets.

	 	 	61	 
	Section 5.02 Successor Corporation Substituted.

	 	 	63	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Events of Default.

	 	 	63	 
	Section 6.02 Acceleration.

	 	 	65	 
	Section 6.03 Other Remedies.

	 	 	65	 
	Section 6.04 Waiver of Past Defaults.

	 	 	66	 
	Section 6.05 Control by Majority.

	 	 	66	 
	Section 6.06 Limitation on Suits.

	 	 	66	 
	Section 6.07 Rights of Holders of Notes to Receive Payment.

	 	 	67	 
	Section 6.08 Collection Suit by Trustee.

	 	 	67	 
	Section 6.09 Trustee May File Proofs of Claim.

	 	 	67	 
	Section 6.10 Priorities.

	 	 	67	 
	Section 6.11 Undertaking for Costs.

	 	 	68	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee.

	 	 	68	 
	Section 7.02 Rights of Trustee.

	 	 	69	 
	Section 7.03 Individual Rights of Trustee.

	 	 	69	 
	Section 7.04 Trustee’s Disclaimer.

	 	 	70	 
	Section 7.05 Notice of Defaults.

	 	 	70	 
	Section 7.06 Reports by Trustee to Holders of the Notes.

	 	 	70	 
	Section 7.07 Compensation and Indemnity.

	 	 	70	 
	Section 7.08 Replacement of Trustee.

	 	 	71	 
	Section 7.09 Successor Trustee by Merger, etc.

	 	 	72	 
	Section 7.10 Eligibility; Disqualification.

	 	 	72	 
	Section 7.11 Preferential Collection of Claims Against Company.

	 	 	72	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

	 	 	72	 
	Section 8.02 Legal Defeasance and Discharge.

	 	 	72	 
	Section 8.03 Covenant Defeasance.

	 	 	73	 
	Section 8.04 Conditions to Legal or Covenant Defeasance.

	 	 	74	 






ii









 






	 	 	 	 	 
	 	 	Page
	Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

	 	 	74	 
	Section 8.06 Repayment to Company.

	 	 	75	 
	Section 8.07 Reinstatement.

	 	 	75	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes.

	 	 	76	 
	Section 9.02 With Consent of Holders of Notes.

	 	 	77	 
	Section 9.03 Compliance with Trust Indenture Act.

	 	 	78	 
	Section 9.04 Revocation and Effect of Consents.

	 	 	78	 
	Section 9.05 Notation on or Exchange of Notes.

	 	 	78	 
	Section 9.06 Trustee to Sign Amendments, etc.

	 	 	78	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	NOTE GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. Guarantee.

	 	 	79	 
	Section 10.02. Limitation on Guarantor Liability.

	 	 	80	 
	Section 10.03. Execution and Delivery of Note Guarantee.

	 	 	80	 
	Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

	 	 	80	 
	Section 10.05. Releases.

	 	 	81	 
	 
	 	 	 	 
	ARTICLE 11
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge.

	 	 	82	 
	Section 11.02 Application of Trust Money.

	 	 	83	 
	 
	 	 	 	 
	ARTICLE 12
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls.

	 	 	83	 
	Section 12.02 Notices.

	 	 	83	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

	 	 	84	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent.

	 	 	85	 
	Section 12.05 Statements Required in Certificate or Opinion.

	 	 	85	 
	Section 12.06 Rules by Trustee and Agents.

	 	 	85	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

	 	 	85	 
	Section 12.08 Governing Law.

	 	 	86	 
	Section 12.09 No Adverse Interpretation of Other Agreements.

	 	 	86	 
	Section 12.10 Successors.

	 	 	86	 
	Section 12.11 Severability.

	 	 	86	 
	Section 12.12 Counterpart Originals.

	 	 	86	 
	Section 12.13 Table of Contents, Headings, etc.

	 	 	86	 






EXHIBITS




	 	 	 
	Exhibit A

	 	FORM OF NOTE
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D

	 	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E

	 	FORM OF NOTATION OF GUARANTEE
	Exhibit F

	 	FORM OF SUPPLEMENTAL INDENTURE






iii









 






     INDENTURE dated as of February 28, 2005 among Holly Energy Partners, L.P., a Delaware
limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance Corp.” and,
together with Holly Energy Partners, the “Issuers”), the Guarantors (as defined) and U.S. Bank
National Association, as trustee.



     The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined) of the 61/4% Senior Notes due 2015
(the “Notes”):



ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE




Section 1.01 Definitions.




     “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of,
and registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.



     “Acquired Debt” means, with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but
excluding Indebtedness which is extinguished, retired or repaid in connection with such
Person merging with or becoming a Subsidiary of such specific Person; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Acquisition” means the contribution of certain (a) refined products pipelines, (b) refined
petroleum products terminals and (c) other specified rights and assets related or used primarily in
connection with the ownership and operation of such pipelines and terminals pursuant to the
Contribution Agreement.



     “Additional Notes” means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control, provided, further, that any third Person which also beneficially owns 10% or more of
the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the
specified Person or the other Person merely because of such common ownership in such specified
Person. For purposes of this definition, the terms “controlling,” “controlled by” and “under common
control with” have correlative meanings.



1









 





     “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



     “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:




     (1) 1.0% of the principal amount of the Note; or




     (2) the excess of: (a) the present value at such redemption date of (i) the redemption
price of the Note at March 1, 2010 (such redemption price being set forth in the table
appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note
through March 1, 2010 (excluding accrued but unpaid interest to the redemption date),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50
basis points; over (b) the principal amount of the Note, if greater.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.



     “Asset Sale” means:




     (1) the sale, lease, conveyance or other disposition of any assets or rights; provided
that the sale, lease, conveyance or other disposition of all or substantially all of the
assets of Holly Energy Partners and its Restricted Subsidiaries taken as a whole will be
governed by Section 4.15 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof;
and




     (2) the issuance of Equity Interests in any of Holly Energy Partners’ Restricted
Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.



            Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:




     (1) any single transaction or series of related transactions that: (a) involves assets
having a Fair Market Value of less than $2.5 million or (b) results in net proceeds to Holly
Energy Partners and its Restricted Subsidiaries of less than $2.5 million;




     (2) a transfer of assets between or among Holly Energy Partners and its Restricted
Subsidiaries;




     (3) an issuance of Equity Interests by a Restricted Subsidiary of Holly Energy Partners
to Holly Energy Partners or to a Restricted Subsidiary of Holly Energy Partners;




     (4) the sale or lease of products, services or accounts receivable in the ordinary
course of business and any sale or other disposition of damaged, worn-out or obsolete assets
in the ordinary course of business;




     (5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or
other financial instruments in the ordinary course of business;




     (6) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted
Investment;




     (7) any trade or exchange by Holly Energy Partners or any Restricted Subsidiary of



2









 






properties or assets of any type for properties or assets of any type owned or held by
another Person, including any disposition of some but not all of the Equity Interests of a
Restricted Subsidiary in exchange for assets or properties and after which the Person whose
Equity Interests have been so disposed of continues to be a Restricted Subsidiary, provided
that the fair market value of the properties or assets traded or exchanged by Holly Energy
Partners or such Restricted Subsidiary (together with any cash or Cash Equivalent together
with the liabilities assumed) is reasonably equivalent to the fair market value of the
properties or assets (together with any cash or Cash Equivalent together with liabilities
assumed) to be received by Holly Energy Partners or such Restricted Subsidiary; and provided
further that any cash received must be applied in accordance with Section 4.10 hereof; and




     (8) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof.



     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of “Capital Lease Obligation.”



     “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in
effect on the date of this Indenture.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.



     “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




     (2) with respect to a partnership, the Board of Directors or Board of Managers of the
general partner of the partnership, or in the case of Holly Energy Partners, the Board of
Directors of Holly Logistic Services, L.L.C., the general partner of HEP Logistics Holdings,
L.P.;




     (3) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and




     (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.



3









 





     “Business Day” means any day other than a Legal Holiday.



     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.



     “Cash Equivalents” means:




     (1) United States dollars or, in an amount up to the amount necessary or appropriate to
fund local operating expenses, other currencies;




     (2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that
the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;




     (3) certificates of deposit and eurodollar time deposits with maturities of six months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six
months and overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or
better;




     (4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;




     (5) commercial paper having one of the two highest ratings obtainable from Moody’s or
S&P and, in each case, maturing within six months after the date of acquisition; and




     (6) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition.




     “Change of Control” means the occurrence of any of the following:




     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of Holly Energy Partners and its
Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the
Exchange Act), which



4









 





     occurrence is followed by a Ratings Decline within 90 days;




     (2) the adoption of a plan relating to the liquidation or dissolution of Holly Energy
Partners or the removal of the General Partner by the limited partners of Holly Energy
Partners;




     (3) the consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any “person” (as defined above), other than a
Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of
the Voting Stock of the General Partner or of Holly Logistics Services L.L.C., measured by
voting power rather than number of shares, which occurrence is followed by a Ratings Decline
within 90 days; or




     (4) the first day on which a majority of the members of the Board of Directors of the
General Partner are not Continuing Directors, which occurrence is followed by a Ratings
Decline within 90 days.



     Notwithstanding the preceding, a conversion of Holly Energy Partners from a limited
partnership to a corporation, limited liability company or other form of entity or an exchange of
all of the outstanding limited partnership interests for capital stock in a corporation, for member
interests in a limited liability company or for Equity Interests in such other form of entity shall
not constitute a Change of Control, so long as following such conversion or exchange a majority of
the members of the Board of Directors of such entity are nominees of Holly Corporation.



     “Clearstream” means Clearstream Banking, S.A.



     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication:




     (1) an amount equal to the dividends or distributions paid during such period in cash
or Cash Equivalents to such Person or any of its Restricted Subsidiaries by a Person that is
not a Restricted Subsidiary of such Person; plus




     (2) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by
such Person or any of its Restricted Subsidiaries in connection with an Asset Sale or the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in
each case, to the extent such losses were deducted in computing such Consolidated Net
Income; plus




     (3) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




     (4) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with aspect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus



5









 






     (5) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents an accrual of
or reserve for cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income; minus




     (6) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business,




in each case, on a consolidated basis and determined in accordance with GAAP.



     “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:




     (1) the aggregate Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting will be included only
to the extent of the amount of dividends or similar distributions paid in cash to the
specified Person or a Restricted Subsidiary of the Person;




     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, partners or members;




     (3) the cumulative effect of a change in accounting principles will be excluded; and




     (4) unrealized losses and gains under derivative instruments included in the
determination of Consolidated Net Income, including, without limitation those resulting from
the application of Statement of Financial Accounting Standards No. 133 will be excluded.



     “Consolidated Net Tangible Assets” means, with respect to any Person at any date of
determination, the aggregate amount of total assets included in such Person’s most recent quarterly
or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves
reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities
reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt
discounts and expenses and other like intangibles reflected in such balance sheet.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the General Partner who:




     (1) was a member of such Board of Directors on the date of this Indenture; or




     (2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election.



6









 





     “Contribution Agreement” means the Contribution Agreement, dated as of January 25, 2005, by
and among Holly Energy Partners, L.P., T&R Assets, Inc., Fin-Tex Pipeline Company, Alon USA
Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc. and Alon
USA, L.P.



     “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in
Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuers.



     “Credit Agreement” means that certain Credit Agreement, dated as of July 7, 2004, by and among
HEP Operating Company, L.P., the financial institutions party thereto, Union Bank of California,
N.A., as administrative agent and sole lead arranger, Bank of America, National Association, as
syndicate agent and Guaranty Bank, as documentation agent, providing for up to $100.0 million of
revolving credit borrowings and letters of credit (subject to a $50.0 million sublimit), including
any related notes, Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.



     “Credit Facilities” means, one or more debt facilities (including, without limitation, the
Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities
to institutional investors) in whole or in part from time to time.



     “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.



     “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



     “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.



     “Disqualified Equity” means any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option
of the holder of the Equity Interest), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is
91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any
Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity
Interest have the right to require Holly Energy Partners to repurchase such Equity Interest upon
the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if
the terms of such Equity Interest provide that Holly Energy Partners may



7









 





not repurchase or redeem
any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies
with Section 4.07 hereof.




     “Domestic Subsidiary” means any Restricted Subsidiary of Holly Energy Partners that was formed
under the laws of the United States or any state of the United States or the District of Columbia
or that Guarantees any Indebtedness of Holly Energy Partners.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Equity Offering” means any public or private sale of Equity Interests (other than
Disqualified Equity) made for cash on a primary basis by Holly Energy Partners after the date of
this Indenture.



     “Escrow Account” has the meaning set forth in the Escrow and Security Agreement.



     “Escrow and Security Agreement” means the Escrow and Security Agreement, dated as of the date
of this Indenture, among Holly Energy Partners, the Trustee and U.S. Bank National Association as
escrow agent, as such agreement may be amended, modified or supplemented from time to time.



     “Escrow Property” has the meaning set forth in the Escrow and Security Agreement.



     “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f)
hereof.



     “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



     “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.



     “Existing Indebtedness” means the aggregate principal amount of Indebtedness of Holly Energy
Partners and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on
the date of this Indenture, until such amounts are repaid.



     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the Board of Directors of Holly Energy Partners (unless otherwise provided in this
Indenture).



     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases
or redeems Disqualified Equity subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which
the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date"), then the Fixed
Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or
such issuance, repurchase or redemption of



8









 





Disqualified Equity, and the use of the proceeds
therefrom, as if the same had occurred at the beginning of the applicable Reference Period.




     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:




     (1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any related
financing transactions during the Reference Period or subsequent to such Reference Period
and on or prior to the Calculation Date will be given pro forma effect as if they had
occurred on the first day of the Reference Period, including any Consolidated Cash Flow and
any pro forma expense and cost reductions that have occurred or are reasonably expected to
occur, in the reasonable judgment of the chief financial or accounting officer of Holly
Energy Partners (regardless of whether those cost savings or operating improvements could
then be reflected in pro forma financial statements in accordance with Regulation S-X
promulgated under the Securities Act or any other regulation or policy of the SEC related
thereto);




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded;




     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the specified
Person or any of its Restricted Subsidiaries following the Calculation Date;




     (4) if any Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the average rate in effect from the beginning of the
applicable period to the Calculation Date had been the applicable rate for the entire period
(taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging
Obligation has a remaining term as at the Calculation Date in excess of 12 months); and




     (5) if any Indebtedness is incurred under a revolving credit facility and is being
given pro forma effect, the interest on such indebtedness shall be calculated based on the
average daily balance of such Indebtedness for the four fiscal quarters subject to the pro
forma calculation.



     “Fixed Charges” means, with respect to any specified Person for any period, (A) the sum,
without duplication, of:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations in respect of interest rates; plus




     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus



9









 






     (3) any interest on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus




     (4) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of Disqualified Equity of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of
Holly Energy Partners (other than Disqualified Equity) or to Holly Energy Partners or a
Restricted Subsidiary of Holly Energy Partners, times (b) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal, in each case,
determined on a consolidated basis in accordance with GAAP; minus



(B) to the extent included in (A) above, write-off of non-recurring deferred financing costs of
such Person and its Restricted Subsidiaries during such period and any charge related to, or any
premium or penalty paid in connection with, paying any such Indebtedness of such Person and its
Restricted Subsidiaries prior to its Stated Maturity; provided, however, there shall be excluded
from Fixed Charges the amortization or write-off of fees and expenses incurred in connection with
the Acquisition.




     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect from time to time. Notwithstanding the foregoing, the
characterization of leases as operating or capital leases shall be determined in accordance with
GAAP as in effect on the date of entry into the applicable lease.



     “General Partner” means HEP Logistics Holdings, L.P., a Delaware limited partnership, and its
successors and permitted assigns as general partner of Holly Energy partners or as the business
entity with the ultimate authority to manage the business and operations of Holly Energy Partners.



     “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.



     “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global
Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f)
hereof.



     “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America for the payment of which guarantee or obligations the full faith and credit of
the United States of American is pledged.



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness.



     “Guarantors” means each of:



10









 






     (1) the existing and future Domestic Subsidiaries of Holly Energy Partners other than
(a) Immaterial Subsidiaries of Holly Energy Partners, (b) Unrestricted Subsidiaries, and (c)
Subsidiaries of Holly Energy Partners that do not Guarantee Indebtedness under a Credit
Facility; and




     (2) any other Subsidiary of Holly Energy Partners that executes a Note Guarantee in
accordance with the provisions of this Indenture, and their respective successors and
assigns, in each case, until the Note Guarantee of such Person has been released in
accordance with the provisions of this Indenture.



     “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person incurred in the ordinary course of business and not for speculative purposes under:




     (1) interest rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements entered into with
one or more financial institutions and designed to reduce costs of borrowing or to protect
the Person or any of its Restricted Subsidiaries entering into the agreement against
fluctuations in interest rates with respect to Indebtedness incurred;




     (2) other agreements or arrangements designed to manage interest rates or interest rate
risk; and




     (3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices.



     “Holder” means a Person in whose name a Note is registered.



     “IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee that will be issued in a denomination equal
to the outstanding principal amount of the Notes transferred to Institutional Accredited Investors.



     “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets,
as of that date, are less than $500,000 and whose total revenues for the most recent 12-month
period do not exceed $500,000; provided that a Restricted Subsidiary will not be considered to be
an Immaterial Subsidiary if it, directly or indirectly, Guarantees any Indebtedness of Holly Energy
Partners.



     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:




     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




     (3) in respect of banker’s acceptances;




     (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and
leaseback transactions;




     (5) representing the balance deferred and unpaid of the purchase price of any property
or services due more than six months after such property is acquired or such services are
completed; or



11









 






     (6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit, Attributable Debt
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.




     Notwithstanding the foregoing, the following shall not constitute “Indebtedness”:




     (1) accrued expenses and trade accounts payable arising in the ordinary course of
business;




     (2) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
Indebtedness in respect of bid, performance, surety and similar bonds issued for the account
of Holly Energy Partners and any of its Restricted Subsidiaries in the ordinary course of
business, including guarantees and obligations of Holly Energy Partners or any of its
Restricted Subsidiaries with respect to letters of credit supporting such obligations (in
each case other than an obligation for money borrowed);




     (3) any Indebtedness which has been defeased in accordance with GAAP or defeased
pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy
all such Indebtedness obligations at maturity or redemption, as applicable, and all payments
of interest and premium, if any) in a trust or account created or pledged for the sole
benefit of the holders of such indebtedness and subject to no other Liens, and the other
applicable terms of the instrument governing such Indebtedness;




     (4) any obligation arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such obligation is extinguished within five
Business Days of its incurrence; and




     (5) any obligation arising from any agreement providing for indemnities, guarantees,
purchase price adjustments, holdbacks, contingency payment obligations based on the
performance of the acquired or disposed assets or similar obligations (other than guarantees
of Indebtedness) incurred by any Person in connection with the acquisition or disposition of
assets.



     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



     “Initial Notes” means the first $150,000,000 aggregate principal amount of Notes issued under
this Indenture on the date hereof.



     “Initial Purchasers” means UBS Securities LLC, Banc of America Securities LLC and Goldman,
Sachs & Co.



12









 





     “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P.



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.
If Holly Energy Partners or any Subsidiary of Holly Energy Partners sells or otherwise disposes of
any Equity Interests of any direct or indirect Subsidiary of Holly Energy Partners such that, after
giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Holly
Energy Partners, Holly Energy Partners will be deemed to have made an Investment on the date of any
such sale or disposition equal to the Fair Market Value of Holly Energy Partners’ Investments in
such Subsidiary that were not sold or disposed of in an amount determined as provided in Section
4.07(b) hereof.



     “Joint Venture” means any Person that is not a direct or indirect Subsidiary of Holly Energy
Partners in which Holly Energy Partners or any of its Restricted Subsidiaries makes any Investment.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City
of New York or at a place of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such
payment for the intervening period.



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent
to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction. In no event shall a right of first refusal be deemed
to constitute a lien.



     “Liquidated Damages” means all liquidated damages then owing pursuant to the Registration
Rights Agreement.



     “Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency
business thereof.



     “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however:




     (1) any gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with:




          (a) any Asset Sale; or



13









 






          (b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its
Restricted Subsidiaries; and




     (2) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss).



     “Net Proceeds” means the aggregate cash proceeds received by Holly Energy Partners or any of
its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of:




     (1) the direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale,




     (2) taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing arrangements,




     (3) amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the
subject of such Asset Sale and all distributions and payments required to be made to
minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and




     (4) any amounts to be set aside in any reserve established in accordance with GAAP or
any amount placed in escrow, in either case for adjustment in respect of the sale price of
such properties or assets or for liabilities associated with such Asset Sale and retained by
Holly Energy Partners or any of its Restricted Subsidiaries until such time as such reserve
is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall
include only the amount of the reserve so reversed or the amount returned to Holly Energy
Partners or its Restricted Subsidiaries from such escrow arrangement, as the case may be.



     “Non-Recourse Debt” means Indebtedness:




     (1) as to which neither Holly Energy Partners nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender;




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness of Holly
Energy Partners or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to
its Stated Maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of Holly Energy Partners or any of its Restricted
Subsidiaries except as contemplated by clause (13) of the definition of Permitted Liens.



     For purposes of determining compliance with Section 4.09 hereof, in the event that any
Non-Recourse Debt of any of Holly Energy Partners’ Unrestricted Subsidiaries ceases to be
Non-Recourse



14









 





Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an
incurrence of Indebtedness by a Restricted Subsidiary of Holly Energy Partners.




     “Non-U.S. Person” means a Person who is not a U.S. Person.



     “Note Guarantee” means the Guarantee by each Guarantor of the Issuers’ obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture.



     “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes under this Indenture,
and unless the context otherwise requires, all references to the Notes shall include the Initial
Notes and any Additional Notes.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Offering Memorandum” means the final Offering Memorandum of the Issuers, dated February 11,
2005 with respect to the Notes.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, if
such Person is a limited partnership, the General Partner of such Person).



     “Officers’ Certificate” means a certificate signed on behalf of Holly Energy Partners by two
Officers of Holly Energy Partners or the General Partner, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the principal accounting
officer of Holly Energy Partners, that meets the requirements of Section 12.05 hereof.



     “Operating Surplus” has the meaning assigned to such term in the Partnership Agreement, as in
effect on the date of this Indenture.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to Holly Energy Partners, the General Partner, any Subsidiary of Holly Energy Partners or
the General Partner or the Trustee.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).



     “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership
of Holly Energy Partners, L.P., dated as of July 13, 2004, as such may be further amended, modified
or supplemented from time to time.



     “Permitted Business” means either (1) marketing, gathering, transporting (by barge, pipeline,
ship, truck or other modes of hydrocarbon transportation), terminalling, storing, producing,
acquiring, developing, exploring for, exploiting, producing, processing, dehydrating and otherwise
handling crude oil, gas, casinghead gas, drip gasoline, natural gasoline, condensates, distillates,
liquid hydrocarbons, asphalt, gaseous hydrocarbons and all other constituents, elements, compounds
or products refined or processed from any of the foregoing, which activities shall include, for the
avoidance of doubt, constructing pipeline, platform, dehydration, processing, storing and other
energy-related facilities, and




15









 





activities or services reasonably related or ancillary thereto, including entering into
purchase and sale agreements, supply agreements and Hedging Obligations related to these
businesses, or (2) any other business that generates gross income at least 90% of which constitutes
“qualifying income” under Section 7704(d) of the Internal Revenue Code of 1986, as amended, and
business reasonably related or ancillary thereto.




     “Permitted Business Investments” means Investments by Holly Energy Partners or any of its
Restricted Subsidiaries in any Unrestricted Subsidiary of Holly Energy Partners or in any Joint
Venture, provided that:




          (1) either (a) at the time of such Investment and immediately thereafter, Holly Energy
Partners could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio
test set forth in Section 4.09(a) hereof or (b) such Investment does not exceed the
aggregate amount of Incremental Funds (as defined in Section 4.07 hereof) not previously
expended at the time of making such Investment;




          (2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at
the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b)
any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to
Holly Energy Partners or any of its Restricted Subsidiaries could, at the time such
Investment is made, be incurred at that time by Holly Energy Partners and its Restricted
Subsidiaries under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof;
and




          (3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the
scope of the Permitted Business.



“Permitted Investments” means:





          (1) any Investment in Holly Energy Partners or in a Restricted Subsidiary of Holly
Energy Partners;




          (2) any Investment in Cash Equivalents;




          (3) any Investment by Holly Energy Partners or any Restricted Subsidiary of Holly
Energy Partners in a Person, if as a result of such Investment:




               (a) such Person becomes a Restricted Subsidiary of Holly Energy Partners and a
Guarantor; or




               (b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners that is a
Guarantor;




          (4) any Investment made as a result of the receipt of non-cash consideration from:




               (a) an Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof; or




               (b) pursuant to clause (7) of the items deemed not to be Asset Sales under the
definition of “Asset Sale;”



16









 






          (5) any Investment in any Person solely in exchange for the issuance of Equity
Interests (other than Disqualified Equity) of Holly Energy Partners;




          (6) any Investments received in compromise or resolution of (A) obligations of trade
creditors or customers that were incurred in the ordinary course of business of Holly Energy
Partners or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer, or as a result of a foreclosure by Holly Energy Partners or any of its
Restricted Subsidiaries with respect to any secured Investment in default; or (B)
litigation, arbitration or other disputes with Persons who are not Affiliates;




          (7) Investments represented by Hedging Obligations permitted to be incurred;




          (8) loans or advances to employees made in the ordinary course of business of Holly
Energy Partners or any Restricted Subsidiary of Holly Energy Partners in an aggregate
principal amount not to exceed $1.0 million at any one time outstanding;




          (9) repurchases of the Notes;




          (10) any Investments in prepaid expenses, negotiable instruments held for collection
and lease, utility, workers’ compensation and performance and other similar deposits and
prepaid expenses made in the ordinary course of business;




          (11) Permitted Business Investments; and




          (12) other Investments in any Person having an aggregate Fair Market Value (measured on
the date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (12)
that are at the time outstanding not to exceed the greater of (a) $25 million and (b) 5% of
Holly Energy Partners’ Consolidated Net Tangible Assets.



“Permitted Liens” means:





          (1) Liens securing any Indebtedness under any of the Credit Facilities and all
Obligations and Hedging Obligations relating to such Indebtedness;




          (2) Liens in favor of Holly Energy Partners or the Guarantors;




          (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with Holly Energy Partners or any Subsidiary of Holly Energy Partners;
provided that such Liens were in existence prior to such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated with Holly
Energy Partners or the Subsidiary;




          (4) Liens on property existing at the time of acquisition of the property by Holly
Energy Partners or any Restricted Subsidiary of Holly Energy Partners; provided that such
Liens were in existence prior to, such acquisition, and not incurred in contemplation of,
such acquisition;




          (5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;



17









 






          (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (4) of Section 4.09(b) hereof covering only the assets acquired with or financed by
such Indebtedness;




          (7) Liens existing on the date of this Indenture (other than Liens securing the Credit
Facilities);




          (8) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;




          (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’
Liens, in each case, incurred in the ordinary course of business;




          (10) survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property that were
not incurred in connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;




          (11) Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees);




          (12) Liens on any property or asset acquired, constructed or improved by Holly Energy
Partners or any of its Restricted Subsidiaries (a “Purchase Money Lien”), which (a) are in
favor of the seller of such property or assets, in favor of the Person developing,
constructing, repairing or improving such asset or property, or in favor of the Person that
provided the funding for the acquisition, development, construction, repair or improvement
cost, as the case may be, of such asset or property, (b) are created within 360 days after
the acquisition, development, construction, repair or improvement, (c) secure the purchase
price or development, construction, repair or improvement cost, as the case may be, of such
asset or property in an amount up to 100% of the Fair Market Value of such acquisition,
construction or improvement of such asset or property, and (d) are limited to the asset or
property so acquired, constructed or improved (including the proceeds thereof, accessions
thereto and upgrades thereof);




          (13) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any
Joint Venture owned by Holly Energy Partners or any Restricted Subsidiary of Holly Energy
Partners to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted
Subsidiary or Joint Venture otherwise permitted by the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof;




          (14) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of Holly Energy Partners or any of
its Restricted Subsidiaries on deposit with or in possession of such bank;




          (15) Liens to secure performance of Hedging Obligations of Holly Energy Partners or any
of its Restricted Subsidiaries;




          (16) Liens on pipelines or pipeline facilities that arise by operation of law;



18









 






          (17) Liens incurred in the ordinary course of business of Holly Energy Partners or any
Subsidiary of Holly Energy Partners with respect to obligations that do not exceed $10.0
million at any one time outstanding;




          (18) Liens in favor of Alon USA, L.P. and/or its Affiliates pursuant to a mortgage and
deed of trust to be entered into pursuant to the Contribution Agreement which secures
certain rights pursuant to a pipelines and terminals agreement also to be entered into
pursuant to the Contribution Agreement and which are subordinated to the Obligations of the
Obligors, if any, under the Credit Agreement and substantially similar Subordinated Liens
that are incurred after the date of this Indenture to secure services with respect to future
acquired assets and which do not secure Indebtedness;




          (19) any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses
(1) through (18) above; provided that (a) the principal amount of Indebtedness secured by
such Lien does not exceed the principal amount of such Indebtedness outstanding immediately
prior to the renewal, extension, refinance or refund of such Lien, plus all accrued interest
on the Indebtedness secured thereby and the amount of all fees, expenses and premiums
incurred in connection therewith, and (b) no assets encumbered by any such Lien other than
the assets permitted to be encumbered immediately prior to such renewal, extension,
refinance or refund are encumbered thereby; and




          (20) Liens relating to the escrow agreement in effect on the date of this Indenture and
future escrow arrangements securing Indebtedness incurred in accordance with this Indenture.



     “Permitted Refinancing Indebtedness” means any Indebtedness of Holly Energy Partners or any of
its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge other Indebtedness of Holly Energy Partners or any
of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:




          (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the
principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or
discharged (plus all accrued interest on the Indebtedness and the amount of all fees and
expenses, including premiums, incurred in connection therewith);




          (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged;




          (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and is subordinated in right of payment to, the Notes or the Note Guarantees, on
terms at least as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged; and




          (4) such Indebtedness is incurred either by Holly Energy Partners or by the Restricted
Subsidiary who is the obligor on or guarantor of the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged.



19









 





     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Qualified Owner” means Holly Corporation and any Subsidiary of Holly Corporation as of the
date of this Indenture.



     “Rating Agencies” means Moody’s and S&P.



     “Rating Categories” means:




          (1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC,
CC, C and D (or equivalent successor categories); and




          (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B,
Caa, Ca, C and D (or equivalent successor categories).



     “Rating Decline” means a decrease in the rating of the Notes by either Moody’s or S&P by one
or more gradations (including gradations within Rating Categories as well as between Rating
Categories). In determining whether the rating of the Notes has decreased by one or more
gradations, gradations within Ratings Categories, namely + or — for S&P, and 1, 2, and 3 for
Moody’s, will be taken into account; for example, in the case of S&P, a rating decline either from
BB+ to BB or BB to B+ will constitute a decrease of one gradation.



     “Reference Period” means:




          (1) with respect to any date of determination on or after October 1, 2005, the four
most recent fiscal quarters of Holly Energy Partners for which internal financial statements
are available; and




          (2) with respect to any date of determination prior to October 1, 2005, the most recent
fiscal quarters, beginning with the fiscal quarter ended December 31, 2004, for which
internal financial statements are available.



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of February
28, 2005, among the Issuers, the Guarantors and the other parties named on the signature pages
thereof, as such agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more registration rights agreements among the Issuers, the
Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Issuers to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.



     “Regulation S” means Regulation S promulgated under the Securities Act.



     “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of
and



20









 




registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.




     “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.



     “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.



     “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act.



     “Rule 903” means Rule 903 promulgated under the Securities Act.



     “Rule 904” means Rule 904 promulgated under the Securities Act.



     “S&P” means Standards & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.,
or any successor to the rating agency business thereof.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Senior Indebtedness” means with respect to any Person, Indebtedness of such Person, unless
the instrument creating or evidencing such Indebtedness provides that such Indebtedness is
subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may
be.



     “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.



     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture.



     “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the documentation governing such Indebtedness as of the date of this Indenture, and will
not include any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.



     “Subsidiary” means, with respect to any specified Person:



21









 






          (1) any corporation, association or other business entity (other than a partnership or
limited liability company) of which more than 50% of the total voting power of shares of the
Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and




          (2) any partnership (whether general or limited) or limited liability company (a) the
sole general partner or managing member of which is such Person or a Subsidiary of such
Person, or (b) if there are more than a single general partner or member, either (x) the
only general partners or managing members of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or
controls, directly or indirectly, a majority of the outstanding general partner interests,
member interests or other Voting Stock of such partnership or limited liability company,
respectively.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).



     “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two business days prior to the redemption date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to March 1, 2010; provided, however, that if the period from the
redemption date to March 1, 2010, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.



     “Trustee” means U.S. Bank National Association until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor serving
hereunder.



     “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.



     “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear
the Private Placement Legend.



     “Unrestricted Subsidiary” means any Subsidiary of Holly Energy Partners (other than Finance
Corp. or any successor to it) that is designated by the Board of Directors of the General Partner
as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:




          (1) has no Indebtedness other than Non-Recourse Debt;




          (2) except as permitted under clauses (3) and (4) of Section 4.11 hereof, is not party
to any agreement, contract, arrangement or understanding with Holly Energy Partners or any
Restricted Subsidiary of Holly Energy Partners unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to Holly Energy Partners or
such Restricted Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of Holly Energy Partners;




          (3) is a Person with respect to which neither Holly Energy Partners nor any of its
Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s financial condition
or to cause such Person to achieve any specified levels of operating results; and



22









 






          (4) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries.



     All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries. Any
designation of a Subsidiary of Holly Energy Partners as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Holly
Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under Section 4.09 hereof, Holly Energy Partners will be in default of such covenant.



     “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.



     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




          (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by




          (2) the then outstanding principal amount of such Indebtedness.



Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	3.09	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 






23









 






	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.09	 
	“Payment Default”
	 	 	6.01	 
	“Purchase Date”
	 	 	3.09	 
	“Redemption Date”
	 	 	3.07	 
	“Registrar”
	 	 	2.03	 
	“Reinstatement Date”
	 	 	4.20	 
	“Restricted Payments”
	 	 	4.07	 
	“Suspended Covenants”
	 	 	4.20	 






Section 1.03 Incorporation by Reference of Trust Indenture Act.




     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.



     The following TIA terms used in this Indenture have the following meanings:



     “indenture securities” means the Notes;




     “indenture security Holder” means a Holder of a Note;




     “indenture to be qualified” means this Indenture;




     “indenture trustee” or “institutional trustee” means the Trustee; and




     “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.



     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.



Section 1.04 Rules of Construction.




     Unless the context otherwise requires:




          (1) a term has the meaning assigned to it;




          (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




          (3) “or” is not exclusive;




          (4) words in the singular include the plural, and in the plural include the singular;




          (5) “will” shall be interpreted to express a command;




          (6) provisions apply to successive events and transactions; and



24








 






          (7) references to sections of or rules under the Securities Act will be deemed to
include substitute, replacement of successor sections or rules adopted by the SEC from time
to time.



ARTICLE 2




THE NOTES




Section 2.01 Form and Dating.





       (a) General. The Notes and the Trustee’s certificate of authentication will be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of
its authentication. The Notes shall be in denominations of $1,000 and integral multiples
thereof.



     The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuers, the Guarantor and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.




       (b) Global Notes. Notes issued in global form will be substantially in the form
of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of
Interests in the Global Note” attached thereto). Notes issued in definitive form will be
substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note will represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given
by the Holder thereof as required by Section 2.06 hereof.




       (c) Euroclear and Clearstream Procedures Applicable. The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of
Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook”
of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global
Notes that are held by Participants through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.




     At least one Officer must sign the Notes for each of the Issuers by manual or facsimile
signature.



     If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.



     A Note will not be valid until authenticated by the manual signature of the Trustee. The
signature will be conclusive evidence that the Note has been authenticated under this Indenture.



     The Trustee will, upon receipt of a written order of the Issuers signed by two Officers of
each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly
issued under



25









 




this Indenture, including any Additional Notes and Exchange Notes. The aggregate principal
amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes
authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.




     The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Issuers.



Section 2.03 Registrar and Paying Agent.




     The Issuers will maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of
their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers will notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. Holly Energy Partners,
Finance Corp. or any of Holly Energy Partners’ Subsidiaries may act as Paying Agent or Registrar.



     The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes.



     The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act
as Custodian with respect to the Global Notes.



Section 2.04 Paying Agent to Hold Money in Trust.




     The Issuers will require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or
interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than Holly
Energy Partners or a Subsidiary) will have no further liability for the money. If Holly Energy
Partners or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund
for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to Holly Energy Partners, the Trustee will serve as Paying
Agent for the Notes.



Section 2.05 Holder Lists.




     The Trustee will preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all Holders and shall otherwise comply
with TIA § 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at
least seven Business Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply
with TIA § 312(a).



26









 





Section 2.06 Transfer and Exchange.





       (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Issuers for Definitive Notes if:




          (1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Issuers within 120 days after the date of such notice from the Depositary;




          (2) the Issuers in their sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; or




          (3) there has occurred and is continuing a Default or Event of Default with respect to
the Notes.



     Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.




       (b) Transfer and Exchange of Beneficial Interests in the Global Notes.The
transfer and exchange of beneficial interests in the Global Notes will be effected through the
Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with either subparagraph
(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as
applicable:




          (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend. Beneficial interests in
any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).




          (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:




               (A) both:



27









 






                    (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged; and




                    (ii) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited with such increase; or




          (B) both:




                    (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note
in an amount equal to the beneficial interest to be transferred or
exchanged; and




                    (ii) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive
Note shall be registered to effect the transfer or exchange referred to in
(1) above.


Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof,
the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by
the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust
the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.




     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:




               (A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;




               (B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof; and




               (C) if the transferee will take delivery in the form of a beneficial interest
in the IAI Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable.




          (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial



28









 




interest in an Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.06(b)(2) above and:





               (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is not
(i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers;




               (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




               (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




               (D) the Registrar receives the following:




                    (i) if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in item (1)(a)
thereof; or




                    (ii) if the holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.



     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.



     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.




       (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




          (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who



29









 






takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation:




               (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;




               (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;




               (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof;




               (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




               (E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;




               (F) if such beneficial interest is being transferred to Holly Energy Partners
or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or




               (G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.





          (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:



30









 






               (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers;




               (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




               (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




               (D) the Registrar receives the following:




                    (i) if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(b) thereof; or




                    (ii) if the holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.




          (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate
and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend.




       (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.



31









 






          (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




               (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (2)(b)
thereof;




               (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;




               (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




               (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;




               (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;




               (F) if such Restricted Definitive Note is being transferred to Holly Energy
Partners or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof; or




               (G) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and in all
other cases, the IAI Global Note.




          (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:




               (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution



32









 






of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule
144) of the Issuers;




               (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




               (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




               (D) the Registrar receives the following:




                    (i) if the Holder of such Definitive Notes proposes to
exchange such Notes for a beneficial interest in the Unrestricted Global
Note, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or




                    (ii) if the Holder of such Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of a beneficial interest in the Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.




Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.




          (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.




          If any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so transferred.




       (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request
by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive



33









 






Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory
to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder must provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of this Section
2.06(e).




          (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




               (A) if the transfer will be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




               (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




               (C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




          (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




               (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Issuers;




               (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




               (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;
or




               (D) the Registrar receives the following:




                    (i) if the Holder of such Restricted Definitive Notes
proposes to exchange such Notes for an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or




                    (ii) if the Holder of such Restricted Definitive Notes
proposes to transfer such Notes to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof;



34









 






and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities
Act.




          (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.




       (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with
the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will authenticate:




          (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes accepted for
exchange in the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Issuers; and




          (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and
(C) they are not affiliates (as defined in Rule 144) of the Issuers.



     Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers will
execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.




       (g) Legends. The following legends will appear on the face of all Global Notes
and Definitive Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.




          (1) Private Placement Legend.




               (A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear the legend in substantially the following form:


“THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE




35









 







SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT
(A) SUCH NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF
THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL
ACCREDITED INVESTOR”) THAT IS PURCHASING AT LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; PROVIDED THAT IN THE CASE OF A TRANSFER UNDER
CLAUSE (E) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE TRUSTEE OF A CERTIFICATION OF THE
TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE ISSUERS OR THEIR RESPECTIVE SUBSIDIARIES OR (3) UNDER AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
AND THE INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER
CLAUSE (A)(1)(D) ABOVE WHILE THESE TRANSFER RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL
DELIVER A LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT
THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS ACQUIRING THE SECURITIES FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.”





               (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or
(f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.




          (2) Global Note Legend. Each Global Note will bear a legend in substantially the
following form:


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
ISSUERS.




36









 







UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”





       (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a
particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each
such Global Note will be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note will be reduced accordingly and an endorsement
will be made on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note will be increased accordingly and an endorsement will
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee
to reflect such increase.




       (i) General Provisions Relating to Transfers and Exchanges.




          (1) To permit registrations of transfers and exchanges, the Issuers will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.




          (2) No service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuers may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).




          (3) The Registrar will not be required to register the transfer of or exchange of any
Note selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.




          (4) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.



37









 






          (5) Neither the Registrar nor the Issuers will be required:




               (A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;




               (B) to register the transfer of or to exchange any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or




               (C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.




          (6) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Issuers shall be affected by notice to the contrary.




          (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.




          (8) All certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or
exchange may be submitted by facsimile.



Section 2.07 Replacement Notes.




     If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers
will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers,
an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee
and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their
expenses in replacing a Note.



     Every replacement Note is an additional obligation of each of the Issuers and will be entitled
to all of the benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.



Section 2.08 Outstanding Notes.




     The Notes outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the
Note; however, Notes held by Holly Energy Partners or a Subsidiary of Holly Energy Partners shall
not be deemed to be outstanding for purposes of Section 3.07(a) hereof.



     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.



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     If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



     If the Paying Agent (other than Holly Energy Partners, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on
that date, then on and after that date such Notes will be deemed to be no longer outstanding and
will cease to accrue interest.



Section 2.09 Treasury Notes.




     In determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Issuers or any Guarantor, or by
any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuers or any Guarantor, will be considered as though not outstanding, except
that for the purposes of determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned will be so
disregarded.



Section 2.10 Temporary Notes.




     Until certificates representing Notes are ready for delivery, the Issuers may prepare and
the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the
Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.



     Holders of temporary Notes will be entitled to all of the benefits of this Indenture.



Section 2.11 Cancellation.




     The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar
and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new
Notes to replace Notes that they have paid or that have been delivered to the Trustee for
cancellation.



Section 2.12 Defaulted Interest.




     If the Issuers default in a payment of interest on the Notes, they will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Issuers will fix or cause to be fixed each such special record date and
payment date; provided that no such special record date may be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the
expense of the Issuers) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be paid.



39









 





ARTICLE 3




REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.




     If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth:



          (1) the clause of this Indenture pursuant to which the redemption shall occur;



          (2) the redemption date;



          (3) the principal amount of Notes to be redeemed; and



          (4) the redemption price.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.




     If less than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee will select Notes for redemption or purchase on a pro rata basis except if
the Notes are listed on any national securities exchange, in compliance with the requirements of
the principal national securities exchange on which the Notes are listed.



     No Notes of $1,000 or less can be redeemed in part. In the event of partial redemption or
purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called for redemption or
purchase.



     The Trustee will promptly notify the Issuers in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in
amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.



Section 3.03 Notice of Redemption.




     Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a redemption date, the Issuers will mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 hereof.



     The notice will identify the Notes to be redeemed and will state:



          (1) the redemption date;



40









 






          (2) the redemption price;




          (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;




          (4) the name and address of the Paying Agent;




          (5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




          (6) that, unless the Issuers default in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date;




          (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and




          (8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



     At the Issuers’ request, the Trustee will give the notice of redemption in the Issuers’ names
and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least
45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph.



Section 3.04 Effect of Notice of Redemption.




     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.



Section 3.05 Deposit of Redemption or Purchase Price.




     On or prior to the redemption or purchase date, the Issuers will deposit with the Trustee
or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued
interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that date.
The Trustee or the Paying Agent will promptly return to the Issuers any money deposited with the
Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption
or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes to be
redeemed or purchased.



     If the Issuers comply with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.



41









 





Section 3.06 Notes Redeemed or Purchased in Part.




     Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue
and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered.



Section 3.07 Optional Redemption.





       (a) At any time prior to March 1, 2008, the Issuers may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes)
issued under this Indenture at a redemption price of 106.250% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the Redemption Date), with the net cash proceeds of
one or more Equity Offerings by Holly Energy Partners; provided that:




          (1) at least 65% of the aggregate principal amount of Notes (including any Additional
Notes) issued under this Indenture (excluding Notes held by Holly Energy Partners and its
Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and




          (2) the redemption occurs within 90 days of the date of the closing of such Equity
Offering.




       (b) Except pursuant to the preceding paragraph and the last paragraph of this
section, the Notes will not be redeemable at the Issuers’ option prior to March 1, 2010.




       (c) On or after March 1, 2010, the Issuers may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the
twelve-month period beginning on March 1 of each year indicated below, subject to the rights of
Holders of Notes on the relevant record date to receive interest on the relevant interest payment
date:



	 	 	 	 	 
	Year	 	Percentage	 
	2010
	 	 	103.125	%
	2011
	 	 	102.833	%
	2012
	 	 	101.042	%
	2013 and thereafter
	 	 	100.000	%






     Unless the Issuers default in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.




       (d) At any time prior to March 1, 2010, the Issuers may also redeem all or a part
of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
mail to each Holder’s registered address, at a redemption price equal to 100% of the principal
amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and
Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject to the
rights of Holders on the relevant record date to receive interest due on the relevant interest
payment date.



42









 






       (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.



Section 3.08 Mandatory Redemption.





       (a) If the conditions to release of the Escrow Property to the Issuers in connection with
the consummation of the Acquisition, which are set forth in the Escrow and Security Agreement, have
not been satisfied by the earlier of (1) the 120th day after the date of this Indenture
and (2) the date of termination of the Contribution Agreement, the Issuers will redeem all of the
outstanding Notes, pursuant to the terms of the Escrow and Security Agreement, at a redemption
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the
redemption date.




       (b) Promptly upon receipt by the Paying Agent of the Escrow Property, the Trustee
will notify the Holders of the date fixed for mandatory redemption pursuant to this Section 3.08.




       (c) Other than as specifically provided in this Section 3.08, any redemption
pursuant to this Section 3.08 will be made pursuant to the provisions of Section 3.01 through 3.06
hereof.




       (d) Upon the release of funds from the Escrow Account after delivery of the
Officers’ Certificate required by the Escrow and Security Agreement, the foregoing provisions of
this Section 3.08 shall be null and void.



Section 3.09 Offer to Purchase by Application of Excess Proceeds.




     In the event that, pursuant to Section 4.10 hereof, the Issuers are required to commence
an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures
specified below.



     The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale
Offer will remain open for a period of at least 20 Business Days following its commencement and not
more than 30 Business Days, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than three Business Days after the termination of the Offer Period
(the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or,
if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same
manner as interest payments are made.



     If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid
to the Person in whose name a Note is registered at the close of business on such record date, and
no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.



     Upon the commencement of an Asset Sale Offer, the Issuers will send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:




          (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain open;



43









 






          (2) the Offer Amount, the purchase price and the Purchase Date;




          (3) that any Note not tendered or accepted for payment will continue to accrue
interest;




          (4) that, unless the Issuers default in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase
Date;




          (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1,000 only;




          (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;




          (7) that Holders will be entitled to withdraw their election if the Issuers, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased;




          (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by holders thereof exceeds the Offer Amount, the Issuers will select the Notes
and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as
may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or
integral multiples thereof, will be purchased); and




          (9) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).



     On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on
a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating that such Notes or portions thereof were accepted
for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than
five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and
the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers,
will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to
such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof.
The Issuers will publicly announce the results of the Asset Sale Offer on the Purchase Date.



     Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



44









 




ARTICLE 4




COVENANTS




Section 4.01 Payment of Notes.




     The Issuers will pay or cause to be paid the principal of, premium, if any, and interest
and Liquidated Damages, if any, on, the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on
the date due if the Paying Agent, if other than the Holly Energy Partners or a Subsidiary thereof,
holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Issuers will pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.



     The Issuers will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.



Section 4.02 Maintenance of Office or Agency.




     The Issuers will maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Issuers fail to maintain any such
required office or agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee.



     The Issuers may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission will in any
manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.



     The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or
agency of the Issuers in accordance with Section 2.03 hereof.



Section 4.03 Reports.





       (a) Whether or not required by the rules and regulations of the SEC, so long as any
Notes are outstanding, Holly Energy Partners (whether through hard copy or internet access) to
the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time
periods specified in the SEC’s rules and regulations:




          (1) all quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if Holly Energy Partners were required to file such reports; and




45










 










          (2) all current reports that would be required to be filed with the SEC on Form 8-K if
Holly Energy Partners were required to file such reports.



     All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports, including, without limitation, Section 3-10 of
Regulation S-X. Each annual report on Form 10-K will include a report on Holly Energy Partners’
consolidated financial statements by Holly Energy Partners’ independent registered public
accounting firm. In addition, Holly Energy Partners will file a copy of each of the reports
referred to in clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the rules and regulations applicable to such reports (unless the SEC will not
accept such a filing) and will post the reports on its website within those time periods.



     If, at any time Holly Energy Partners is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, Holly Energy Partners will nevertheless continue
filing the reports specified in the preceding paragraphs with the SEC within the time periods
specified above unless the SEC will not accept such a filing; provided that, for so long as Holly
Energy Partners is not subject to the periodic reporting requirements of the Exchange Act for any
reason, the time period for filing reports on Form 8-K shall be 5 Business Days after the event
giving rise to the obligation to file such report. Holly Energy Partners will not take any action
for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept Holly Energy Partners’ filings for any reason, Holly Energy
Partners will post the reports referred to in the preceding paragraphs on its website within the
time periods that would apply if Holly Energy Partners were required to file those reports with the
SEC.




       (b) For so long as any Notes remain outstanding, if at any time they are not
required to file with the SEC the reports required by paragraphs (a) and (b) of this Section
4.03, Holly Energy Partners and the Guarantors will furnish to the Holders of Notes and to
securities analysts and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.



Section 4.04 Compliance Certificate.





       (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required
under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an
Officers’ Certificate stating that a review of the activities of the Issuers and Holly Energy
Partners’ Subsidiaries during the preceding fiscal year has been made under the supervision of
the signing Officers with a view to determining whether the Issuers have kept, observed,
performed and fulfilled their obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge the Issuers have
kept, observed, performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms, provisions and conditions
of this Indenture (or, if a Default or Event of Default has occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what action the Issuers
are taking or propose to take with respect thereto) and that to the best of his or her knowledge
no event has occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Issuers are taking or propose to take with respect
thereto.



     (b) So long as not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, the year-end financial statements delivered pursuant
to Section 4.03 above shall be accompanied by a written statement of Holly Energy Partners’
independent public accountants (who shall be a firm of established national reputation) that in
making the examination



46









 




necessary for certification of such financial statements, nothing has come
to their attention that would lead them to believe that the Issuers have violated any provisions
of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature
and period of existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any such violation.





       (c) So long as any of the Notes are outstanding, the Issuers will deliver to the
Trustee, promptly upon any Officer becoming aware of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto.



Section 4.05 Taxes.




     The Issuers will pay, and will cause each of Holly Energy Partners’ Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes.



Section 4.06 Stay, Extension and Usury Laws.




     The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do
so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenants that they will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law has been enacted.



Section 4.07 Restricted Payments.





       (a) Holly Energy Partners will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:




          (1) declare or pay any dividend or make any other payment or distribution on account of
Holly Energy Partners’ or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation involving
Holly Energy Partners or any of its Restricted Subsidiaries) or to the direct or indirect
holders of Holly Energy Partners’ or any of its Restricted Subsidiaries’ Equity Interests in
their capacity as such (other than distributions or dividends payable in Equity Interests of
Holly Energy Partners (other than Disqualified Equity) and other than distributions or
dividends payable to Holly Energy Partners or a Restricted Subsidiary);




          (2) purchase, redeem or otherwise acquire or retire for value (including without
limitation, in connection with any merger or consolidation involving Holly Energy Partners)
any Equity Interests of Holly Energy Partners or any direct or indirect parent of Holly
Energy Partners;




          (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of Holly Energy Partners or any Guarantor that
is contractually subordinated to the Notes or to any Note Guarantee (excluding intercompany



47









 






Indebtedness between or among Holly Energy Partners and any of its Restricted Subsidiaries),
except a payment of interest or principal within one month of the Stated Maturity thereof;
or




          (4) make any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) above being collectively referred to as “Restricted
Payments”),




unless, at the time of and after giving effect to such Restricted Payment, no
Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment and either:




          (1) if the Fixed Charge Coverage Ratio for Holly Energy Partners’ Reference Period is
not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries
(excluding Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the
case of clause (4), payments are made other than to Holly Energy Partners or a Restricted
Subsidiary), (5), (6) and (7) of Section 4.07(b) hereof) during the quarter in which such
Restricted Payment is made, is less than the sum, without duplication of:




               (A) Available Cash from Operating Surplus as of the end of the immediately
preceding quarter; plus




               (B) 100% of the aggregate net cash proceeds received by Holly Energy Partners
(including the Fair Market Value of any Permitted Business or long-term assets that
are used or useful in a Permitted Business to the extent acquired in consideration
of Equity Interests of Holly Energy Partners (other than Disqualified Equity)) since
the date of this Indenture as a contribution to its common equity capital or from
the issue or sale of Equity Interests of Holly Energy Partners (other than
Disqualified Equity) or from the issue or sale of convertible or exchangeable
Disqualified Equity or convertible or exchangeable debt securities of Holly Energy
Partners that have been converted into or exchanged for such Equity Interests (other
than Equity Interests (or Disqualified Equity or debt securities) sold to a
Subsidiary of Holly Energy Partners); plus




               (C) to the extent that any Restricted Investment that was made after the date
of this Indenture is sold for cash or Cash Equivalent or otherwise liquidated or
repaid for cash or Cash Equivalent, the lesser of (i) the return of capital with
respect to such Restricted Investment (less the cost of disposition, if any) and
(ii) the initial amount of such Restricted Investment; plus




               (D) the net reduction in Restricted Investments resulting from dividends,
repayments of loans or advances, or other transfers of assets in each case to Holly
Energy Partners or any of its Restricted Subsidiaries from any Person (including,
without limitation, Unrestricted Subsidiaries) or from redesignations of
Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts
have not been included in Available Cash from Operating Surplus for any period
commencing on or after the date of this Indenture (items (b), (c) and (d) being
referred to as “Incremental Funds”); minus




               (E) the aggregate amount of Incremental Funds previously expended pursuant to
this clause (1) and clause (2) below; or




          (2) if the Fixed Charge Coverage Ratio for Holly Energy Partners’ Reference Period is
less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries
(excluding



48









 






Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the
case of clause (4), payments are made other than to Holly Energy Partners or a Restricted
Subsidiary), (5), (6) and (7) of Section 4.07(b) hereof) during the quarter in which such
Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning
only distributions on common units and subordinated units of Holly Energy Partners, plus the
related distribution on the general partner interest), is less than the sum, without
duplication, of:




               (A) $70.0 million less the aggregate amount of all Restricted Payments made by
Holly Energy Partners and its Restricted Subsidiaries pursuant to this clause (2)(A)
during the period ending on the last day of the fiscal quarter immediately preceding
the date of such Restricted Payment and beginning on the date of this Indenture;
plus




               (B) Incremental Funds to the extent not previously expended to this clause (2)
or clause (1) above.




       (b) The provisions of Section 4.07(a) hereof will not prohibit:




          (1) the payment of any dividend or distribution within 60 days after the date of its
declaration, if at the date of declaration the payment would have complied with the
provisions of this Indenture;




          (2) so long as no Default has occurred and is continuing or would be caused thereby,
the redemption, repurchase, retirement, defeasance or other acquisition of subordinated
Indebtedness of Holly Energy Partners or any Guarantor or of any Equity Interests of Holly
Energy Partners in exchange for, or out of the net cash proceeds of, a substantially
concurrent (a) capital contribution to Holly Energy Partners from any Person (other than a
Restricted Subsidiary of Holly Energy Partners) or (b) sale (other than to a Restricted
Subsidiary of Holly Energy Partners) of Equity Interests (other than Disqualified Equity) of
Holly Energy Partners, with a sale being deemed substantially concurrent if such redemption,
repurchase, retirement, defeasance or other acquisition occurs not more than 120 days after
such sale; provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition will be excluded or
deducted from the calculation of Available Cash from Operating Surplus and Incremental
Funds;




          (3) so long as no Default has occurred and is continuing or would be caused thereby,
the defeasance, redemption, repurchase or other acquisition of any subordinated Indebtedness
of Holly Energy Partners or any Guarantor with the net cash proceeds from an incurrence of,
or in exchange for, Permitted Refinancing Indebtedness;




          (4) the payment of any distribution or dividend by a Restricted Subsidiary of Holly
Energy Partners to the holders of its Equity Interests (other than Disqualified Equity) on a
pro rata basis;




          (5) so long as no Default has occurred and is continuing or would be caused thereby,
the repurchase, redemption or other acquisition or retirement for value of any Equity
Interests of Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners
held by any current or former officer, director or employee of the General Partner, Holly
Energy Partners or any of Holly Energy Partners’ Restricted Subsidiaries pursuant to any
equity subscription agreement or plan, stock or unit option agreement, shareholders’
agreement or similar agreement; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in
any twelve-month period; provided further that such amount in



49









 






any calendar year may be increased by an amount not to exceed (a) the cash proceeds received by Holly Energy Partners
from the sale of Equity Interests of Holly Energy Partners to members of management or
directors of the General Partner, Holly Energy Partners or its Restricted Subsidiaries that
occurs after the date of this Indenture (to the extent the cash proceeds from the sale of
such Equity Interests have not otherwise been applied to the payment of Restricted Payments
by virtue of clauses 1(B) or 2(B) of Section 4.07(a) hereof), plus (b) the cash proceeds of
key man life insurance policies received by Holly Energy Partners after the date of this
Indenture, less (c) the amount of any Restricted Payments made pursuant to clauses (a) and
(b) of this clause (5);




          (6) so long as no Default has occurred and is continuing or would be caused thereby,
payments of dividends on Disqualified Equity issued pursuant to Section 4.09 hereof;




          (7) repurchases of Capital Stock deemed to occur upon exercise of stock options,
warrants or other convertible securities if such Capital Stock represents a portion of the
exercise price of such options, warrants or other convertible securities; or




          (8) so long as no Default has occurred and is continuing or would be caused thereby,
cash payments in lieu of the issuance of fractional shares in connection with the exercise
of warrants, options or other securities convertible into or exchangeable for Capital Stock
of Holly Energy Partners.



     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
by Holly Energy Partners or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The Fair Market Value of any assets or securities that are required to be
valued by this Section 4.07 will be determined, in the case of amounts under $15.0 million, by an
officer of the General Partner and, in the case of amounts over $15.0 million, by the Board of
Directors of the General Partner, whose resolution with respect thereto shall be delivered to the
trustee. For the purposes of determining compliance with this Section 4.07, in the event that a
Restricted Payment meets the criteria of more than one of the categories of Restricted Payments
described in the preceding clauses (1) — (8), Holly Energy Partners will be permitted to classify
(or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner
that complies with this Section 4.07.



Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.





       (a) Holly Energy Partners will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:




          (1) pay dividends or make any other distributions on its Equity Interests to Holly
Energy Partners or any of its Restricted Subsidiaries, or with respect to any other interest
or participation in, or measured by, its profits, or pay any indebtedness owed to Holly
Energy Partners or any of its Restricted Subsidiaries;




          (2) make loans or advances to Holly Energy Partners or any of its Restricted
Subsidiaries; or




          (3) sell, lease or transfer any of its properties or assets to Holly Energy Partners or
any of its Restricted Subsidiaries.



50









 






       (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or
restrictions existing under or by reason of:




          (1) agreements as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements or the Indebtedness to which they relate; provided that the amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
are not materially more restrictive, taken as a whole, with respect to such dividend,
distribution and other payment restrictions than those contained in those agreements on the
date of this Indenture;




          (2) this Indenture, the Notes and the Note Guarantees;




          (3) applicable law, rule, regulation or order;




          (4) any instrument governing Indebtedness or Equity Interest of a Person acquired by
Holly Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness or Equity Interest was incurred in
connection with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person, other than the
Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;




          (5) customary non-assignment provisions in transportation agreements or purchase and
sale or exchange agreements, pipeline and terminals agreements, or similar operational
agreements or in licenses or leases, in each case licenses entered into in the ordinary
course of business;




          (6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased
of the nature described in clause (3) of Section 4.08(a) hereof;




          (7) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other disposition;




          (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;




          (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that
limit the right of the debtor to dispose of the assets subject to such Liens;




          (10) provisions limiting the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements
and other similar agreements entered into in the ordinary course of business; and




          (11) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business.



Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity.








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       (a) Holly Energy Partners will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), and Holly Energy Partners will not issue any
Disqualified Equity and will not permit any of its Restricted Subsidiaries to issue any
Disqualified Equity; provided, however, that Holly Energy Partners and any Restricted Subsidiary
may incur Indebtedness (including Acquired Debt) and Holly Energy Partners and the Restricted
Subsidiaries may issue Disqualified Equity, if the Fixed Charge Coverage Ratio for the Holly
Energy Partners’ Reference Period immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Equity is issued, as the case may be, would have
been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified
Equity had been issued, as the case may be, at the beginning of such Reference Period.




       (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, “Permitted Debt”):




          (1) the incurrence by Holly Energy Partners and any Guarantor of additional
Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount
at any one time outstanding under this clause (1) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of Holly Energy Partners
and its Restricted Subsidiaries thereunder) not to exceed the greater of (a) $200.0 million
and (b) the sum of $25 million and 15% of Consolidated Net Tangible Assets, in each case,
less the aggregate amount of all Net Proceeds of Asset Sales applied by Holly Energy
Partners or any of its Restricted Subsidiaries since the date of this Indenture to repay any
term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness
under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant
to Section 4.10 hereof;




          (2) the incurrence by Holly Energy Partners and its Restricted Subsidiaries of the
Existing Indebtedness;




          (3) the incurrence by Holly Energy Partners, Finance Corp. and the Guarantors of
Indebtedness represented by the Notes and the related Note Guarantees to be issued on the
date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued
pursuant to the Registration Rights Agreement;




          (4) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property, plant or equipment used
in the business of Holly Energy Partners or any of its Restricted Subsidiaries, in an
aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant
to this clause (4), not to exceed $20.0 million at any time outstanding;




          (5) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to
refund, refinance or replace any Indebtedness (other than intercompany Indebtedness) that
was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2),
(3) or (4) of this Section 4.09(b) or this clause (5);



52









 






          (6) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among Holly Energy Partners and any of its Restricted
Subsidiaries; provided, however, that:




               (A) if Holly Energy Partners or any Guarantor is the obligor on such
Indebtedness and the payee is not Holly Energy Partners or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of
all Obligations then due with respect to the Notes, in the case of Holly Energy
Partners, or the Note Guarantee, in the case of a Guarantor; and




               (B) (1) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than Holly Energy Partners or a
Restricted Subsidiary of Holly Energy Partners and (2) any sale or other transfer of
any such Indebtedness to a Person that is not either Holly Energy Partners or a
Restricted Subsidiary of Holly Energy Partners,




will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holly
Energy Partners or such Restricted Subsidiary, as the case may be, that was not permitted by
this clause (6);




          (7) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
Hedging Obligations;




          (8) the guarantee by Holly Energy Partners, Finance Corp. or any of the Guarantors of
Indebtedness of Holly Energy Partners, Finance Corp. or a Restricted Subsidiary of Holly
Energy Partners that was permitted to be incurred by another provision of this Section 4.09;
provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the
Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same
extent as the Indebtedness guaranteed; and




          (9) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of
additional Indebtedness in an aggregate principal amount at any time outstanding, not to
exceed $40.0 million.



     Holly Energy Partners will not incur, and will not permit Finance Corp. or any Guarantor to
incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of Holly Energy Partners, Finance Corp. or such Guarantor unless
such Indebtedness is also contractually subordinated in right of payment to the Notes and the
applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness
shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of
Holly Energy Partners solely by virtue of being unsecured or by virtue of being secured on a first
or junior Lien basis.



     For purposes of determining compliance with this Section 4.09, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (1) through (9) above, or is entitled to be incurred pursuant to Section
4.09(a) hereof, Holly Energy Partners will be permitted to classify such item of Indebtedness on
the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in
any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding
on the date on which Notes are first issued and authenticated under this Indenture will initially
be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of
the definition of Permitted Debt.



53









 





     The accrual of interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Equity in the form of additional shares of the same class
of Disqualified Equity will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Equity for purposes of this Section 4.09; provided, in each such case, that the amount
of any such accrual, accretion or payment is included in Fixed Charges of Holly Energy Partners as
accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that Holly Energy Partners or any Restricted Subsidiary may incur pursuant to this
Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange
rates or currency values.



Section 4.10 Asset Sales.




     Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:




          (1) Holly Energy Partners (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of;




          (2) such Fair Market Value is determined by (a) an executive Officer of the General
Partner if the value is less than $15.0 million, as evidenced by an Officers’ Certificate
delivered to the Trustee, or (b) the Board of Directors of the General Partner if the value
is $15.0 million or more, as evidenced by a resolution of such Board of Directors of the
General Partners; and




          (3) at least 75% of the consideration received in the Asset Sale by Holly Energy
Partners or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For
purposes of this provision, each of the following shall be deemed to be cash:




               (A) any liabilities, as shown on Holly Energy Partners’ most recent
consolidated balance sheet, of Holly Energy Partners or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms
subordinated to the Notes or any Note Guarantee) that are assumed by the transferee
of any such assets pursuant to a customary novation agreement that releases Holly
Energy Partners or such Restricted Subsidiary from further liability; and




               (B) any securities, notes or other obligations received by Holly Energy
Partners or any such Restricted Subsidiary from such transferee that are within 90
days after the Asset Sale (subject to ordinary settlement periods), converted by
Holly Energy Partners or such Restricted Subsidiary into cash, to the extent of the
cash received in that conversion.



     Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Holly Energy
Partners (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:




          (1) to repay Senior Indebtedness of Holly Energy Partners and/or its Restricted
Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that
such repurchase or redemption closes within 45 days after the end of such 360-day period)
with a permanent reduction in availability for any revolving credit Indebtedness;



54









 






          (2) to acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of Capital
Stock, the Permitted Business is or becomes a Restricted Subsidiary of Holly Energy
Partners;




          (3) to make a capital expenditure; or




          (4) to acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business.


Pending the final application of any Net Proceeds, Holly Energy Partners or the applicable
Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the
Net Proceeds in any manner that is not prohibited by this Indenture.




     Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second
paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $20.0 million, within five days thereof, the Issuers will make an Asset
Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Holly Energy
Partners may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.
If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such
other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.



     Holly Energy Partners will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws and regulations
are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof or this Section 4.10, Holly Energy Partners will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under
Section 3.09 hereof or this Section 4.10 by virtue of such compliance.



Section 4.11 Transactions with Affiliates.





       (a) Holly Energy Partners will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into or make or amend
any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of Holly Energy Partners (each an “Affiliate Transaction”), unless:




          (1) the Affiliate Transaction is on terms that are no less favorable to Holly Energy
Partners or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by Holly Energy Partners or such Restricted Subsidiary with an
unrelated Person; and




          (2) Holly Energy Partners delivers to the Trustee:



55









 






               (A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, a
resolution of the Board of Directors of the General Partner set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with
clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors of
Holly Energy Partners; and




               (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $50.0 million, a written
opinion as to the fairness to Holly Energy Partners or such Subsidiary of such
Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of recognized industry standing.




       (b) The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of Section 4.11(a) hereof:




          (1) any employment agreement, equity award, equity option or equity appreciation
agreement or plan, officer or director indemnification agreement or any similar arrangement
entered into by Holly Energy Partners or any of its Restricted Subsidiaries or the General
Partner in the ordinary course of business and payments pursuant thereto;




          (2) transactions between or among Holly Energy Partners and/or its Restricted
Subsidiaries;




          (3) transactions with a Person (other than an Unrestricted Subsidiary of Holly Energy
Partners) that is an Affiliate of Holly Energy Partners solely because Holly Energy Partners
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such
Person;




          (4) any issuance of Equity Interests (other than Disqualified Equity) of Holly Energy
Partners to Affiliates of Holly Energy Partners;




          (5) Restricted Payments or Permitted Investments that do not violate Section 4.07
hereof;




          (6) customary compensation, indemnification and other benefits made available to
officers, directors or employees of Holly Energy Partners, a Restricted Subsidiary of Holly
Energy Partners or the General Partner, including reimbursement or advancement of
out-of-pocket expenses and provisions of officers’ and directors’ liability insurance;




          (7) in the case of gathering, transportation, marketing, hedging, production handling,
operating, construction, terminalling, storage, lease, platform use, or other operational
contracts, any such contracts are entered into in the ordinary course of business on terms
substantially similar to those contained in similar contracts entered into by Holly Energy
Partners or any Restricted Subsidiary and third parties, or if neither Holly Energy Partners
nor any Restricted Subsidiary has entered into a similar contract with a third party, that
the terms are no less favorable than those available from third parties on an arm’s-length
basis, as determined by the Board of Directors of the General Partner;




          (8) loans or advances to employees in the ordinary course of business not to exceed
$1.0 million in the aggregate at any one time outstanding; and




          (9) the existence of, or the performance by Holly Energy Partners or any Restricted
Subsidiary of its obligations under the terms of, any agreements that are described in the
Offering Memorandum under the heading “Certain relationships and related party transactions”
to which it is a party as of the closing date of the Acquisition on the terms described in
the Offering



56









 






Memorandum and any amendments thereto and any similar agreements which it may
enter into thereafter; provided, however, that the existence of, or the performance by Holly
Energy Partners or any Restricted Subsidiary of its obligations under, any future amendment
to such agreements or under any such similar agreements shall only be permitted by this
clause (9) to the extent that the terms of any such amendment or new agreement, taken as a
whole, are not less favorable to the Holders in any material respect as determined by the
Board of Directors of the General Partner in its reasonable good faith judgment upon a
recommendation of Holly Energy Partners’ Conflicts Committee.



Section 4.12 Liens.




     Holly Energy Partners will not and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any
kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are secured on an equal and
ratable basis with the obligations so secured until such time as such obligations are no longer
secured by a Lien (other than Permitted Liens).



Section 4.13 Business Activities.




     Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries
to, engage in any business other than Permitted Businesses, except to such extent as would not be
material to Holly Energy Partners and its Restricted Subsidiaries taken as a whole.



     Finance Corp. will not hold any material assets, become liable for any material obligations or
engage in any significant business activities; provided, that Finance Corp. may be a co-obligor or
guarantor with respect to Indebtedness if Holly Energy Partners is an obligor on such Indebtedness
and the net proceeds of such Indebtedness are received by Holly Energy Partners, Finance Corp. or
one or more Guarantors. At any time after Holly Energy Partners is a corporation, Finance Corp. may
consolidate or merge with or into Holly Energy Partners or any Restricted Subsidiary.



Section 4.14 Corporate Existence.




     Subject to Article 5 hereof, Holly Energy Partners shall do or cause to be done all
things necessary to preserve and keep in full force and effect:




          (1) its limited partnership existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of Holly Energy Partners or any
such Subsidiary; and




          (2) the rights (charter and statutory), licenses and franchises of Holly Energy
Partners and its Subsidiaries; provided, however, that Holly Energy Partners shall not be
required to preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business of Holly
Energy Partners and its Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.



Section 4.15 Offer to Repurchase Upon Change of Control.








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       (a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a
“Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $1,000
or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and
Liquidated Damages, if any, on the Notes repurchased to, but excluding, the date of purchase,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on
the relevant interest payment date (the “Change of Control Payment”). Within 30 days following
any Change of Control, the Issuers will mail a notice to each Holder describing the transaction
or transactions that constitute the Change of Control and stating:




          (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment;




          (2) the purchase price and the purchase date, which shall be no earlier than 20
Business Days and no later than 60 days from the date such notice is mailed (the “Change of
Control Payment Date”);




          (3) that any Note not tendered will continue to accrue interest;




          (4) that, unless the Issuers Default in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date;




          (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date;




          (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; and




          (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple
thereof.



     The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change in Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such
compliance.




       (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful:




          (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;



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          (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




          (3) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Issuers.



     The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided, that each new Note will be in a principal
amount of $1,000 or an integral multiple of $1,000. The Issuers will publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of Control Payment
Date.



     The provisions described above that require the Issuers to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other provisions of this
Indenture are applicable.




       (c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers
will not be required to make a Change of Control Offer upon a Change of Control if (1) a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered
and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given
pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable
redemption price.



Section 4.16 Limitation on Sale and Leaseback Transactions.




     Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that Holly Energy Partners or any
Guarantor may enter into a sale and leaseback transaction if:




          (1) Holly Energy Partners or that Guarantor, as applicable, could have (a) incurred
Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback
transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b)
incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12
hereof;




          (2) the gross cash proceeds of that sale and leaseback transaction are at least equal
to the Fair Market Value, as determined in good faith by the Board of Directors of the
General Partner and set forth in an Officers’ Certificate delivered to the Trustee, of the
property that is the subject of that sale and leaseback transaction; and




          (3) the transfer of assets in that sale and leaseback transaction is permitted by, and
Holly Energy Partners applies the proceeds of such transaction in compliance with, Section
4.10 hereof.



Section 4.17 Payments for Consent.




     Holly Energy Partners will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any
Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid and is
paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such



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consent, waiver or agreement.




Section 4.18 Additional Guarantees.




     If Holly Energy Partners or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture that Guarantees Indebtedness of Holly
Energy Partners or any of its Subsidiaries under a Credit Facility, then that newly acquired or
created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and
deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the date on
which it was acquired or created; provided that any Domestic Subsidiary that constitutes an
Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial
Subsidiary. Each Note Guarantee of a Domestic Subsidiary shall provide by its terms that it shall
be automatically released if that Domestic Subsidiary does not Guarantee Indebtedness of Holly
Energy Partners or any of its Subsidiaries under a Credit Facility. The form of such Note
Guarantee is attached as Exhibit E hereto.



Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.




     The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by Holly Energy Partners and its Restricted Subsidiaries in the Subsidiary
designated as Unrestricted will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof
or under one or more clauses of the definition of Permitted Investments, as determined by Holly
Energy Partners; provided that any designation will only be permitted if the Investment would be
permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary.



     Any designation of a Subsidiary of Holly Energy Partners as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board
of Directors giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of
this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of Holly Energy Partners as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, Holly Energy Partners will be
in default of such covenant. The Board of Directors of the General Partner may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Holly Energy Partners;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of Holly Energy Partners of any outstanding Indebtedness of such Unrestricted
Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the
beginning of the Reference Period; and (2) no Default or Event of Default would be in existence
following such designation.



Section 4.20 Suspension of Covenants.





       (a) During any period when the Notes have an Investment Grade Rating from both
Rating Agencies and no Default or Event of Default has occurred and is continuing under this
Indenture, Holly Energy Partners and its Restricted Subsidiaries will not be subject to the
following provisions of this Indenture:



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(1) Section 4.10;


(2) Section 4.07;


(3) Section 4.09;


(4) Section 4.19;


(5) Section 4.11;


(6) Section 4.13;


(7) Section 4.18;


(8) Clause 4(B) of Section 5.01; and


(9) Clauses 1(A) and (3) of Section 4.16 (collectively, the “Suspended Covenants”).




       (b) In the event that Holly Energy Partners and its Restricted Subsidiaries are not
subject to the Suspended Covenants for any period of time as a result of the foregoing, and
subsequently either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned
to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade
Rating from both Rating Agencies, or a Default (other than with respect to the Suspended Covenants)
occurs and is continuing, Holly Energy Partners and its Restricted Subsidiaries will thereafter
again be subject to the Suspended Covenants (unless subsequently suspended pursuant to the previous
paragraph), subject to the terms, conditions and obligations set forth in this Indenture (each such
date of reinstatement being the “Reinstatement Date"). Compliance with the Suspended Covenants with
respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance
with Section 4.07 hereof as though such section had been in effect during the entire period of time
from which the Notes are issued. Notwithstanding that the Suspended Covenants shall have been
reinstated, no default will be deemed to have occurred as a result of failure to comply with the
Suspended Covenants during any period in which Holly Energy Partners and its Restricted
Subsidiaries are not subject to the Suspended Covenants.



ARTICLE 5

SUCCESSORS




Section 5.01 Merger, Consolidation, or Sale of Assets.





       (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with
or into another Person (whether or not such Issuer is the surviving entity); or (2) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties or assets of
the Issuers and the Restricted Subsidiaries, taken as a whole, in one or more related
transactions, to another Person, unless:




          (1) either:




          (A) such Issuer is the surviving entity; or




          (B) the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a Person organized or existing under the laws of
the United



61









 






States, any state of the United States or the District of Columbia;
provided, however, that Finance Corp. may not consolidate or merge with or into any
Person other than a corporation satisfying such requirement so long as Holly Energy
Partners is not a corporation;



     (2) the Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or
other disposition has been made assumes all the obligations of such Issuer under the Notes,
this Indenture and the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee;




          (3) immediately after such transaction, no Default or Event of Default exists; and




          (4) in the case of a transaction involving Holly Energy Partners and not Finance Corp.,
Holly Energy Partners or the Person formed by or surviving any such consolidation or merger
(if other than Holly Energy Partners), or to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made, will:




               (A) on the date of such transaction after giving pro forma effect thereto and
any related financing transactions as if the same had occurred at the beginning of
the applicable Reference Period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.09(a); or




               (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and
after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable Reference Period, not less
than the Fixed Charge Coverage Ratio of Holly Energy Partners immediately prior to
such transaction; and




          (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or disposition and such supplemental
indenture (if any) comply with this Indenture and all conditions precedent therein relating
to such transaction have been satisfied;


provided that clause (4) shall not apply to any sale of assets of a Restricted Subsidiary to Holly
Energy Partners or another Restricted Subsidiary or the merger, or consolidation of a Restricted
Subsidiary into any Restricted Subsidiary or Holly Energy Partners.





       (b) Notwithstanding Section 5.01(a), Holly Energy Partners is permitted to
reorganize as any other form of entity in accordance with the procedures established in this
Indenture; provided that:




          (1) the reorganization involves the conversion (by merger, sale, contribution or
exchange of assets or otherwise) of Holly Energy Partners into a form of entity other than a
limited partnership formed under Delaware law;




          (2) the entity so formed by or resulting from such reorganization is an entity
organized or existing under the laws of the United States, any state thereof or the District
of Columbia;




          (3) the entity so formed by or resulting from such reorganization assumes all the
Obligations of Holly Energy Partners under the Notes, this Indenture and the Registration
Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;



62









 






          (4) immediately after such reorganization no Default or Event of Default exists; and




          (5) such reorganization is not adverse to the Holders of the Notes (for purposes of
this clause (5) it is stipulated that such reorganization shall not be considered adverse to
the Holders of the Notes solely because the successor or survivor of such reorganization (a)
is subject to federal or state income taxation as an entity or (b) is considered to be an
“includible corporation” of an affiliated group of corporations within the meaning of
Section 1504(b)(i) of the Code or any similar state or local law).




       (c) A Guarantor may not sell or otherwise dispose of all or substantially all of
its properties or assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than Holly Energy Partners or another
Guarantor, unless:




          (1) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




          (2) either:




               (A) the Person acquiring the properties or assets in any such sale or other
disposition or the Person formed by or surviving any such consolidation or merger
(if other than Holly Energy Partners or the Guarantor) unconditionally assumes all
the obligations of that Guarantor, pursuant to a supplemental indenture
substantially in the form specified in this Indenture, under the Notes, this
Indenture and its Subsidiary Guarantee on terms set forth herein and therein; or




               (B) the Net Proceeds of such sale or other disposition are applied in
accordance with Section 4.10 hereof.



Section 5.02 Successor Corporation Substituted.




     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of Holly Energy Partners
in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof,
the successor Person formed by such consolidation or into or with which Holly Energy Partners is
merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this
Indenture referring to the “Holly Energy Partners” shall refer instead to the successor Person and
not to Holly Energy Partners), and may exercise every right and power of Holly Energy Partners
under this Indenture with the same effect as if such successor Person had been named as Holly
Energy Partners herein.



ARTICLE 6

DEFAULTS AND REMEDIES




Section 6.01 Events of Default.




     Each of the following is an “Event of Default”:




          (1) default for 30 days in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Notes;



63









 






          (2) default in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes;




          (3) failure by Holly Energy Partners or any of its Restricted Subsidiaries to make a
Change of Control Offer or an Asset Sale Offer within the timer periods set forth, or
consummate a purchase of Notes when required pursuant to the terms described in Sections
4.14 or 4.10 or comply with the provisions of Section 5.01 hereof;




          (4) failure by Holly Energy Partners or any of its Restricted Subsidiaries for 60 days
after written notice to comply with any of the other agreements in this Indenture;




          (5) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by Holly
Energy Partners or any of its Restricted Subsidiaries (or the payment of which is guaranteed
by Holly Energy Partners or any of its Restricted Subsidiaries), whether such Indebtedness
or Guarantee now exists, or is created after the date of this Indenture, if that default:




               (A) is caused by a failure to pay principal of, or interest or premium, if any,
on, such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or




               (B) results in the acceleration of such Indebtedness prior to its express
maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $20.0 million
or more, provided, however, that if, prior to any acceleration of the Notes, (i) any
such Payment Default is cured or waived, (ii) any such acceleration is rescinded, or
(iii) such Indebtedness is repaid during the 10 Business Day period commencing upon
the end of any applicable grace period for such Payment Default or the occurrence of
such acceleration, as applicable, any Default or Event of Default (but not any
acceleration) caused by such Payment Default or acceleration shall automatically be
rescinded, so long as such rescission does not conflict with any judgment, decree or
applicable law;




          (6) failure by an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries to
pay final judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of
60 days;




          (7) an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners
that, taken together, would constitute a Significant Subsidiary pursuant to or within the
meaning of Bankruptcy Law:




               (A) commences a voluntary case,




               (B) consents to the entry of an order for relief against it in an involuntary
case,




               (C) consents to the appointment of a custodian of it or for all or
substantially all of its property,




               (D) makes a general assignment for the benefit of its creditors, or




               (E) generally is not paying its debts as they become due;



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          (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




               (A) is for relief against an Issuer or any of Holly Energy Partners’ Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Holly Energy Partners that, taken together, would constitute a
Significant Subsidiary in an involuntary case;




               (B) appoints a custodian of an Issuer or any of Holly Energy Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Holly Energy Partners that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of an Issuer
or any of Holly Energy Partners’ Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Holly Energy Partners that,
taken together, would constitute a Significant Subsidiary; or




               (C) orders the liquidation of an Issuer or any of Holly Energy Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Holly Energy Partners that, taken together, would constitute a
Significant Subsidiary;




and the order or decree remains unstayed and in effect for 60 consecutive days; and




          (9) except as permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and
effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Note Guarantee.



Section 6.02 Acceleration.




     In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof,
with respect to Finance Corp., Holly Energy Partners or any Restricted Subsidiary of Holly Energy
Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holly Energy
Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes
will become due and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.



     Upon any such declaration, the Notes shall become due and payable immediately.



     The Holders of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or
waive any existing Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages,
if any, on, or the principal of, the Notes.



Section 6.03 Other Remedies.




     If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium and Liquidated Damages, if any, and interest on
the Notes or to enforce the performance of any provision of the Notes or this Indenture.



65









 





     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



Section 6.04 Waiver of Past Defaults.




     Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on,
the Notes (including in connection with an offer to purchase); provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.



Section 6.05 Control by Majority.




     Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising any remedy available
to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the Trustee determines may
be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.



Section 6.06 Limitation on Suits.




     A Holder may pursue a remedy with respect to this Indenture or the Notes only if:




          (1) such Holder gives to the Trustee written notice that an Event of Default is
continuing;




          (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;




          (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;




          (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




          (5) during such 60-day period, Holders of a majority in aggregate principal amount of
the then outstanding Notes do not give the Trustee a direction inconsistent with such
request.



     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



     The Issuers and the Guarantors are required to deliver to the Trustee annually a statement
regarding compliance with this Indenture. Upon becoming aware of any Default or Event of Default,
the



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Issuers and the Guarantors are required to deliver to the Trustee a statement specifying such
Default or Event of Default.




Section 6.07 Rights of Holders of Notes to Receive Payment.




     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note
to receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note,
on or after the respective due dates expressed in the Note (including in connection with an offer
to purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



Section 6.08 Collection Suit by Trustee.




     If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Issuers for the whole amount of principal of, premium and Liquidated
Damages, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.



Section 6.09 Trustee May File Proofs of Claim.




     The Trustee is authorized to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers
(or any other obligor upon the Notes), their creditors or their property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.



Section 6.10 Priorities.




     If the Trustee collects any money pursuant to this Article 6, it shall pay out the money
in the following order:




          First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;



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          Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium and Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium and Liquidated Damages, if any and interest, respectively; and




          Third: to the Issuers or to such party as a court of competent jurisdiction shall
direct.



     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



Section 6.11 Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a
suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.



ARTICLE 7

TRUSTEE




Section 7.01 Duties of Trustee.





       (a) If an Event of Default has occurred and is continuing, the Trustee will exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in its exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.




       (b) Except during the continuance of an Event of Default:




          (1) the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




          (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee will examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.




       (c) The Trustee may not be relieved from liabilities for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:




          (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;



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          (2) the Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




          (3) the Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.




       (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.




       (e) No provision of this Indenture will require the Trustee to expend or risk its
own funds or incur any liability. The Trustee will be under no obligation to exercise any of its
rights and powers under this Indenture at the request of any Holders, unless such Holder has
offered to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense.




       (f) The Trustee will not be liable for interest on any money received by it except
as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law.



Section 7.02 Rights of Trustee.





       (a) The Trustee may conclusively rely upon any document believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.




       (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it
takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.




       (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent appointed with due care.




       (d) The Trustee will not be liable for any action it takes or omits to take in
good faith that it believes to be authorized or within the rights or powers conferred upon it by
this Indenture.




       (e) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Issuers will be sufficient if signed by an Officer of each of the
Issuers.




       (f) The Trustee will be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee reasonable indemnity or security against the losses,
liabilities and expenses that might be incurred by it in compliance with such request or
direction.



Section 7.03 Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights
it would have if it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest it must



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eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign.
Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11 hereof.




Section 7.04 Trustee’s Disclaimer.




     The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the
proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any
provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.



Section 7.05 Notice of Defaults.




     If a Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the Notes.



Section 7.06 Reports by Trustee to Holders of the Notes.





       (a) Within 60 days after each May 15 beginning with the May 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders
of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but
if no event described in TIA § 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also will comply with TIA §
313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).




       (b) A copy of each report at the time of its mailing to the Holders of Notes will
be mailed by the Trustee to the Issuers and filed by the Trustee with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers will
promptly notify the Trustee when the Notes are listed on any stock exchange.



Section 7.07 Compensation and Indemnity.





       (a) The Issuers will pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.




       (b) The Issuers and the Guarantors will indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Issuers, the Guarantors, any
Holder or any other Person) or



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liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee will notify the Issuers promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not
relieve the Issuers or any of the Guarantors of their obligations hereunder. The Issuers or such
Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may
have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel.
Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which
consent will not be unreasonably withheld.




       (c) The obligations of the Issuers and the Guarantors under this Section 7.07 will
survive the satisfaction and discharge of this Indenture.




       (d) To secure the Issuers’ and the Guarantors’ payment obligations in this Section
7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on particular Notes.
Such Lien will survive the satisfaction and discharge of this Indenture.




       (e) When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.




       (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent
applicable.



Section 7.08 Replacement of Trustee.





       (a) A resignation or removal of the Trustee and appointment of a successor Trustee will
become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.




       (b) The Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal
amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the
Issuers in writing. The Issuers may remove the Trustee if:




          (1) the Trustee fails to comply with Section 7.10 hereof;




          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




          (3) a custodian or public officer takes charge of the Trustee or its property; or




          (4) the Trustee becomes incapable of acting.




       (c) If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Issuers will promptly appoint a successor Trustee. Within one year
after the successor Trustee takes office, the Holders of a majority in aggregate principal amount
of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuers.




       (d) If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10%
in aggregate principal



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amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.




       (e) If the Trustee, after written request by any Holder who has been a Holder for
at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.




       (f) A successor Trustee will deliver a written acceptance of its appointment to
the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring
Trustee will become effective, and the successor Trustee will have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its
succession to Holders. The retiring Trustee will promptly transfer all property held by it as
Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid
and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will
continue for the benefit of the retiring Trustee.



Section 7.09 Successor Trustee by Merger, etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor corporation without any
further act will be the successor Trustee.



Section 7.10 Eligibility; Disqualification.




     There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.



     This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).



Section 7.11 Preferential Collection of Claims Against the Issuers..




     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.



ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




     The Issuers may at their option and at any time, elect to have either Section 8.02 or
8.03 hereof be applied to all outstanding Notes and Note Guarantees upon compliance with the
conditions set forth below in this Article 8.



Section 8.02 Legal Defeasance and Discharge.





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     Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and
to have satisfied all their other obligations under such Notes, the Note Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper
instruments acknowledging the same), except for the following provisions which will survive until
otherwise terminated or discharged hereunder:




          (1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when
such payments are due from the trust referred to in Section 8.04 hereof;




          (2) the Issuers’ obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance
of an office or agency for payment and money for security payments held in trust;




          (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers’ and the Guarantors’ obligations in connection therewith; and




          (4) this Article 8.



     Subject to compliance with this Article 8, the Issuers may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



Section 8.03 Covenant Defeasance.




     Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuers and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from each of their obligations under the
covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16,
4.17, 4.18, 4.19 and 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes, and the Guarantors will be released from their obligations with respect to the
Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but will continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not
be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit
to comply with and will have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply will not constitute a Default or an
Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(6) inclusive hereof will not constitute Events of Default.



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Section 8.04 Conditions to Legal or Covenant Defeasance.




     In order to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:




          (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in amounts as
will be sufficient, in the opinion of a nationally recognized investment bank, appraisal
firm or firm of independent public accountants, to pay the principal of, or interest and
premium and Liquidated Damages, if any, on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and the Issuers
must specify whether the Notes are being defeased to such stated date for payment or to a
particular redemption date;




          (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:




               (A) the Issuers have received from, or there has been published by, the
Internal Revenue Service a ruling; or




               (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;




          (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;




          (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other instrument to which the Issuers or any Guarantor is
a party or by which the Issuers or any Guarantor is bound;




          (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which Holly Energy Partners or any of its Subsidiaries is a party or
by which Holly Energy Partners or any of its Subsidiaries is bound;




          (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuers with the intent of preferring the Holders of Notes over
the other creditors of the Issuers with the intent of defeating, hindering, delaying or
defrauding any creditors of the Issuers or others; and



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          (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.



Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.



     Subject to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium and Liquidated Damages, if any, and interest, but such money need not be segregated from
other funds except to the extent required by law.



     The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.



     Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Issuers from time to time upon the request of the Issuers any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.



Section 8.06 Repayment to the Issuers.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on,
any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages,
if any, or interest has become due and payable shall be paid to the Issuers on their request or (if
then held by the Issuers) will be discharged from such trust; and the Holder of such Note will
thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Issuers cause to be
published once, in the New York Times and The Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Issuers.



Section 8.07 Reinstatement.




     If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit
had occurred pursuant to Section



75









 




8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case
may be; provided, however, that, if the Issuers make any payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note following the reinstatement of its
obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive
such payment from the money held by the Trustee or Paying Agent.




ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




     Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the
Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the
consent of any Holder of Note:




          (1) to cure any ambiguity, defect or inconsistency;




          (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




          (3) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to the
Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of
all or substantially all of the Issuers’ or such Guarantors’ assets, as applicable;




          (4) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any
such Holder;




          (5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




          (6) to conform the text of this Indenture or the Note Guarantees to any provision of
the “Description of Notes” section of the Issuers’ Offering Memorandum to the extent that
such provision was intended to be a verbatim recitation of a provision of this Indenture or
the Note Guarantees;




          (7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;




          (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes or to reflect the release of a Note Guarantee in accordance with
this Indenture;




          (9) to secure the Notes and/or the Note Guarantees; or




          (10) to provide for the reorganization of Holly Energy Partners as any other form of
entity, in accordance with Section 5.01(a).



     Upon the request of the Issuers accompanied by a resolution of their Boards of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be



76









 





therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.




Section 9.02 With Consent of Holders of Notes.




     Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or
supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and
the Notes and the Note Guarantees with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or
interest on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees
may be waived with the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes
are considered to be “outstanding” for purposes of this Section 9.02.



     Upon the request of the Issuers accompanied by a resolution of their Boards of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Issuers and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.



     It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient
if such consent approves the substance thereof.



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Issures with any provision of this Indenture or
the Notes or the Note Guarantees. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by
a non-consenting Holder):




          (1) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




          (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than provisions relating to
Sections 4.10 or 4.15 hereof);



77









 






          (3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;




          (4) waive a Default or Event of Default in the payment of principal of, or interest or
premium or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such acceleration);




          (5) make any Note payable in money other than that stated in the Notes;




          (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of, principal of, or interest
or premium or Liquidated Damages, if any, on, the Notes (other than as permitted by clause
(7) below);




          (7) waive a redemption payment with respect to any Note (other than a payment required
by Sections 4.10 or 4.15 hereof);




          (8) release any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture; or




          (9) make any change in the preceding amendment and waiver provisions.



Section 9.03 Compliance with Trust Indenture Act.




     Every amendment or supplement to this Indenture or the Notes will be set forth in a
amended or supplemental indenture that complies with the TIA as then in effect.



Section 9.04 Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.



Section 9.05 Notation on or Exchange of Notes.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



     Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.



Section 9.06 Trustee to Sign Amendments, etc.







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     The Trustee will sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until
the Boards of Directors of each of the Issuers approves it. In executing any amended or
supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture.



ARTICLE 10

NOTE GUARANTEES




Section 10.01. Guarantee.





       (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or
thereunder, that:




          (1) the principal of, premium and Liquidated Damages, if any, and interest on, the
Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and




          (2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.



     Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.




       (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against
the Issuers, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the
Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will
not be discharged except by complete performance of the obligations contained in the Notes and
this Indenture.




       (c) If any Holder or the Trustee is required by any court or otherwise to return
to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Issuers or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect.



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       (d) Each Guarantor agrees that it will not be entitled to any right of subrogation
in relation to the Holders in respect of any obligations guaranteed hereby until payment in full
of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the
event of any declaration of acceleration of such obligations as provided in Article 6 hereof,
such obligations (whether or not due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Note Guarantee.



Section 10.02. Limitation on Guarantor Liability.




     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount that will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in
the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer
or conveyance.



Section 10.03. Execution and Delivery of Note Guarantee.




     To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees
that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.



     Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.



     If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds
that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed,
the Note Guarantee will be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.



     In the event that the Issuers or any of Holly Energy Partners’ Restricted Subsidiaries creates
or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18
hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions of Section
4.18 hereof and this Article 10, to the extent applicable.



Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.






80









 








     Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person, other than the Issuers or
another Guarantor, unless:




          (1) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




          (2) either:




       (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale
or disposition or the Person formed by or surviving any such consolidation or merger
unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note
Guarantee and the Registration Rights Agreement on the terms set forth herein or therein,
pursuant to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee; or




       (b) the Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of this Indenture, including without limitation, Section 4.10
hereof.



     In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to
be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the
Note Guarantees so issued will in all respects have the same legal rank and benefit under this
Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the date of the execution
hereof.



     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b)
above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or
merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the
Issuers or another Guarantor.



Section 10.05. Releases.




     (a) In the event of any sale or other disposition of all or substantially all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all
of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after
giving effect to such transactions) Holly Energy Partners or a Restricted Subsidiary of Holly
Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved of any obligations
under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by
the Issuers in accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee will



81









 




execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.




     (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the
terms of this Indenture, such Guarantor will be released and relieved of any obligations under its
Note Guarantee.



     (c) Upon release of any Guarantor from its Guarantee for Indebtedness under a Credit Facility;
provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee
under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such
time.



     (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and
discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released
and relieved of any obligations under its Note Guarantee.



     Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 10.05 will remain liable for the full amount of principal of and interest and premium and
Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.



ARTICLE 11

SATISFACTION AND DISCHARGE




Section 11.01 Satisfaction and Discharge.




     This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder, when:




          (1) either:




               (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has theretofore been deposited
in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for
cancellation; or




               (b) all Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise or will
become due and payable within one year and the Issuers or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in amounts as
will be sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation
for principal, premium and Liquidated Damages, if any, and accrued interest to the date of
maturity or redemption;




          (2) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Issuers or any Guarantor is a
party or by which the Issuers or any Guarantor is bound;



82









 






          (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and




          (4) the Issuers have delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or on the
redemption date, as the case may be.



     In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.



     Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of
Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be
deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.



Section 11.02 Application of Trust Money.




     Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Liquidated Damages, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.



     If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Issuers have made any payment of principal of, premium or Liquidated Damages,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.



ARTICLE 12

MISCELLANEOUS




Section 12.01 Trust Indenture Act Controls.




     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed
by TIA §318(c), the imposed duties will control.



Section 12.02 Notices.




     Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is
duly given if in writing and delivered in Person or by first class mail (registered or certified,
return receipt requested), facsimile transmission or overnight air courier guaranteeing next day
delivery, to the others’ address:



83









 




If to the Issuers and/or any Guarantor:


Holly Energy Partners, L.P.

Holly Energy Finance Corp.

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Facsimile No.: (214) 615-9380

Attention: Chief Financial Officer


With a copy to:


Vinson & Elkins LLP

2001 Ross Avenue

Dallas, Texas 75201

Facsimile No.: (214) 220-7716

Attention: Alan J. Bogdanow


If to the Trustee:


U.S. Bank National Association

950 17th Street, Suite 300

Denver, Colorado 80202

Facsimile No.: (303) 585-4592

Attention: Corporate Trust Services



     The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional
or different addresses for subsequent notices or communications.



     All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.



     Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication will also be
so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with
respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Issuers mail a notice or communication to Holders, they will mail a copy to the Trustee
and each Agent at the same time.



Section 12.03 Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).



84









 





Section 12.04 Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Issuers to the Trustee to take any action under
this Indenture, the Issuers shall furnish to the Trustee:




          (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




          (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



Section 12.05 Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must
comply with the provisions of TIA § 314(e) and must include:




          (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




          (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




          (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and




          (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.



Section 12.06 Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its
functions.



Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.




     No past, present or future director, officer, partner, member, employee, incorporator,
manager or unit holder or other owner of Equity Interest of the Issuers, the General Partner or any
Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors
under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under
the federal securities laws.




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Section 12.08 Governing Law.




     THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE
NOTES AND THE NOTE GUARANTEES.



Section 12.09 No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement
of Holly Energy Partners or its Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.



Section 12.10 Successors.




     All agreements of the Issuers and the Guarantors in this Indenture and the Notes will
bind their successors. All agreements of the Trustee in this Indenture will bind its successors.
All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise
provided in Section 10.05 hereof.



Section 12.11 Severability.




     In case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.



Section 12.12 Counterpart Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement.



Section 12.13 Table of Contents, Headings, etc.




     The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to be considered a
part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following page]




86









 








SIGNATURES




Dated 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






 









 






	 	 	 	 	 	 	 
	 	 	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






 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Adam M. Dalmy
	 	 	 	 	

	 	 	 	 	Name: Adam M. Dalmy
	 	 	 	 	Title: Vice President






 









 






EXHIBIT A




[Face of Note]









CUSIP/CINS 435765AA01




6-1/4% Senior Notes due 2015




	 	 	 	 	 
	No. ___

	 	 	 	$___






HOLLY ENERGY PARTNERS, L.P.

and

HOLLY ENERGY FINANCE CORP.




promises to pay to                                         , or registered assigns,




the principal sum of                                                                                                      DOLLARS on March 1,
2015.




Interest Payment Dates: March 1 and September 1




 




Record Dates: February 15 and August 15




 




Dated:                                         , 20__




	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	HOLLY ENERGY FINANCE CORP.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	Name:






This is one of the Notes referred to

in the within-mentioned Indenture:




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




By:
                                                            




      Authorized Signatory
















	 	 	1 The CUSIP No. is U4377TAA8 for the
Regulation S Note





A-1









 










[Back of Note]

6-1/4% Senior Notes due 2015




[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]




[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     (1)  Interest. Holly Energy Partners, L.P., a Delaware limitd partnership (“Holly
Energy Partners”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.”
and, together with Holly Energy Partners, the “Issuers”), promise to pay interest on the
principal amount of this Note at 6-1/4% per annum from February 28, 2005 until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration
Rights Agreement referred to below. The Issuers will pay interest and Liquidated Damages,
if any, semi-annually in arrears on March 1 and September 1 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be September 1, 2005. The
Issuers will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the
rate then in effect to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.




     (2)  Method of Payment. The Issuers will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are registered
Holders of Notes at the close of business on the February 15 or August 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. The Notes will be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the option of the
Issuers, payment of interest and Liquidated Damages, if any, may be made by check mailed to
the Holders at their addresses set forth in the register of Holders; provided that payment
by wire transfer of immediately available funds will be required with respect to principal
of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other
Notes the Holders of which will have provided wire transfer instructions to the Issuers or
the Paying Agent. Such payment will be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.




     (3)  Paying Agent and Registrar. Initially, U.S. Bank National Association, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change
any



A-2









 





Paying Agent or Registrar without notice to any Holder. Holly Energy Partners or any
of its Subsidiaries may act in any such capacity.




     (4)  Indenture. The Issuers issued the Notes under an Indenture dated as of
February 28, 2005 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are unsecured
obligations of the Issuers. The Indenture does not limit the aggregate principal amount of
Notes that may be issued thereunder.




     (5)  Optional Redemption.



     (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the
Issuers will not have the option to redeem the Notes prior to March 1, 2010. On or after March
1, 2010, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60
days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to
the applicable redemption date, if redeemed during the twelve-month period beginning on March 1
of each year indicated below, subject to the rights of Holders of Notes on the relevant record
date to receive interest on the relevant interest payment date:



	 	 	 	 	 
	Year	 	Percentage
	2010

	 	 	103.125	%
	2011

	 	 	102.833	%
	2012

	 	 	101.042	%
	2013 and thereafter

	 	 	100.000	%






     Unless the Issuers default in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



     Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to
March 1, 2008, the Issuers may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes (including any Additional Notes) issued under the Indenture at a
redemption price of 106.250% of the principal amount, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on an interest payment date that is on or prior
to the redemption date), with the net cash proceeds of one or more Equity Offerings by Holly
Energy Partners; provided that at least 65% of the aggregate principal amount of Notes
(including any Additional Notes) issued under the Indenture (excluding Notes held by Holly Energy
Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such
redemption and the redemption occurs within 90 days of the date of the closing of such Equity
Offering.



     (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at
any time prior to March 1, 2010, the Issuers may also redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s
registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed
plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if
any, to the Redemption Date, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment date.



A-3









 





     For purposes of this Paragraph 5, “Applicable Premium” means, with respect to any Note on any
redemption date, the greater of (1) 1.0% of the principal amount of the Note or (2) the excess of:
(a) the present value at such redemption date of (i) the redemption price of the Note at March 1,
2010 (such redemption price being set forth in the table appearing in subparagraph (a)) plus (ii)
all required interest payments due on the Note through March 1, 2010 (excluding accrued but unpaid
interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of
such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater.
In addition, for purposes of this Paragraph 5, “Treasury Rate” means, as of any redemption date,
the yield to maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two business days prior to the redemption
date (or, if such Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from the redemption date to March 1, 2010;
provided, however, that if the period from the redemption date to March 1, 2010, is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.



(6) Mandatory Redemption.



     Except as set forth below, the Issuers are not required to make mandatory redemption or
sinking fund payments with respect to the Notes.



(7)  Repurchase at the Option of Holder.




          (a) If there is a Change of Control, the Issuers will be required to make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest payment date (the
“Change of Control Payment”). Within 30 days following any Change of Control, the Issuers
will mail a notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture.




          (b) If the Issuers or a Restricted Subsidiary of Holly Energy Partners consummates any
Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Issuers will commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in
an amount equal to 100% of the principal amount plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate amount of Notes and other pari
passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Holly Energy Partners (or such Restricted Subsidiary) may use such deficiency
for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to
any related purchase date and may elect to have such Notes



A-4









 





purchased by completing the form entitled “Option of Holder to Elect Purchase” attached
to the Notes.




     (8) Notice of Redemption. Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be mailed more than
60 days prior to a redemption date if the notice is issued in connection with a defeasance
of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger
than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed.




     (9) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Issuers may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Issuers need not exchange or
register the transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.




     (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.




     (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes or the Note Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single class, and any
existing Default or Event of Default or compliance with any provision of the Indenture or
the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes including Additional Notes, if
any, voting as a single class. Without the consent of any Holder of a Note, the Indenture
or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s
obligations to Holders of the Notes and Note Guarantees in the case of a merger or
consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s
assets, as applicable, to make any change that would provide any additional rights or
benefits to the Holders of Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA, to conform the text of
the Indenture or the Note Guarantees to any provision of the “Description of Notes” section
of the Issuers’ Offering Memorandum to the extent that such provision was intended to be a
verbatim recitation of a provision of the Indenture or Note Guarantee, to provide for the
issuance of Additional Notes in accordance with the limitations set forth in the Indenture
as of the date of the Indenture, to secure the Notes and/or the Note Guarantees, or to
provide for the reorganization of Holly Energy Partners as any other form of entity, in
accordance with Section 5.01 of the Indenture.




     (12) Defaults and Remedies. Events of Default include: (i) default for 30 days in
the payment when due of interest on, or Liquidated Damages, if any, with respect to the
Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of
the principal



A-5









 





of, or premium, if any, on the Notes; (iii) failure by Holly Energy Partners or any of
its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or
4.15 of the Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by
Holly Energy Partners or any of its Restricted Subsidiaries for 60 days after written notice
to comply with any of the other agreements in the Indenture; (v) default under certain other
agreements relating to Indebtedness of the Issuers which default results in the acceleration
of such Indebtedness prior to its express maturity; (vi) certain final judgments for the
payment of money that remain undischarged for a period of 60 days; (vii) certain events of
bankruptcy or insolvency with respect to the Issuers or any of Holly Energy Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii)
except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding
to be unenforceable or invalid or ceases for any reason to be in full force and effect or
any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under
such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to Finance Corp., Holly Energy Partners or any Restricted
Subsidiary of Holly Energy Partners that is a Significant Subsidiary or any group of
Restricted Subsidiaries of Holly Energy Partners that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default if it determines that withholding notice is in
their interest, except a Default or Event of Default relating to the payment of principal,
interest or premium or Liquidated Damages, if any. The Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of
the Holders of all of the Notes, rescind an acceleration or waive any existing Default or
Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or
the principal of, the Notes. The Issuers and the Guarantors are required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the Issuers and
the Guarantors are required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.




     (13) Trustee Dealings with the Issuers. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or
their Affiliates, as if it were not the Trustee.




     (14) No Recourse Against Others. A director, officer, partner,
member, employee, incorporator, manager or unit holder or other owner of Equity Interest of
the Issuers, the General Partner or any Guarantor, as such, will have any liability for any
obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the
Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under
the federal securities laws.




     (15) Authentication. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.



A-6









 






     (16) Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     (17) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will
have all the rights set forth in the Registration Rights Agreement dated as of February 28,
2005, among the Issuers, the Guarantors and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes will have the rights set forth in one or more registration
rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto,
relating to rights given by the Issuers and the Guarantors to the purchasers of any
Additional Notes (collectively, the “Registration Rights Agreement”).




     (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP
numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption, and
reliance may be placed only on the other identification numbers placed thereon.




     (19) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.



     The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



Holly Energy Partners, L.P.

Holly Energy Finance Corp.

100 Crescent Court, Suite 1600

Dallas, Texas 75201

Attention: Chief Financial Officer



A-7









 





Assignment Form




     To assign this Note, fill in the form below:



     (I) or (we) assign and transfer this Note to: (Insert assignee’s legal name)











(Insert assignee’s soc. sec. or tax I.D. no.)



























(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	

	 	







to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.




Date:                                                             




	 	 	 	 	 
	

	 	Your Signature:	 	 
	

	 	 	 	

	 	 	(Sign exactly as your name appears on the face of this Note)






Signature Guarantee*: _________________________




     * Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).



A-8









 





Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10
or 4.15 of the Indenture, check the appropriate box below:



	 	 	 
	 ̈ Section 4.10
	 	 ̈ Section 4.15






     If you want to elect to have only part of the Note purchased by the Issuers pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:



$_______________




Date: _______________




	 	 	 	 	 	 	 
	

	 	Your Signature:	 	 	 	 
	

	 	 	
	 	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 
	 	 	 	 	 	 
	 	 	Tax Identification No.:	
	 	 






Signature Guarantee*: _________________________




     * Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).



A-9









 





Schedule of Exchanges of Interests in the Global Note *




     The following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 
	

	 	Amount of decrease
	 	Amount of increase
	 	Principal Amount
of this
 Global Note
	 	Signature of
	

	 	in Principal Amount
	 	in Principal Amount
	 	following such
	 	authorized officer
	

	 	of
	 	of
	 	decrease
	 	of Trustee or
	Date of Exchange

	 	this Global Note
	 	this Global Note
	 	(or increase)
	 	Custodian
	 

	 	 
	 	 
	 	 
	 	 





* This schedule should be included only if the Note is issued in global form.




A-10









 








FORM OF CERTIFICATE OF TRANSFER




Holly Energy Partners, L.P.

Holly Energy Finance Corp.

100 Crescent Court, Suite 1600

Dallas, Texas 75201



U.S. Bank National Association

950 17th Street, Suite 300

Denver, Colorado 80202



     Re: 6-1/4% Senior Notes due 2015



     Reference is hereby made to the Indenture, dated as of February 28, 2005 (the “Indenture”),
among 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”), the Guarantors party thereto and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.



     ___, (the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount of $___in such
Note[s] or interests (the “Transfer”), to ______(the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:



[CHECK ALL THAT APPLY]




     1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.



     2.  ̈ Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a Person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation



B-1









 





S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed
on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.



     3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest
in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with
the transfer restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):




     (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act;



or









     (b)  ̈ such Transfer is being effected to the Issuers or a subsidiary thereof;




or




     (c)  ̈ such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;



or





     (d)  ̈ such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the Securities Act
other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the
time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this certification), to
the effect that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note and/or the
Restricted Definitive Notes and in the Indenture and the Securities Act.



     4.  ̈ Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.



     (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement



B-2









 





Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.



     (b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.



     (c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuers.



	 	 	 	 	 
	

	 	 	 	

	

	 	 	 	[Insert Name of Transferor]
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:






Dated: _______________________________




B-3









 








ANNEX A TO CERTIFICATE OF TRANSFER




     1. The Transferor owns and proposes to transfer the following:



[CHECK ONE OF (a) OR (b)]




          (a)  ̈ a beneficial interest in the:



	 	 	 	 	 
	

	 	(i)
	 	 ̈ 144A Global Note (CUSIP ___), or
	

	 	(ii)
	 	 ̈ Regulation S Global Note (CUSIP ___), or
	

	 	(iii)
	 	 ̈ IAI Global Note (CUSIP ___); or





     2. After the Transfer the Transferee will hold:



[CHECK ONE OF]


          (a)  ̈ a beneficial interest in the:



	 	 	 	 	 
	

	 	(i)
	 	 ̈ 144A Global Note (CUSIP ___), or
	

	 	(ii)
	 	 ̈ Regulation S Global Note (CUSIP ___), or
	

	 	(iii)
	 	 ̈ IAI Global Note (CUSIP ___); or
	

	 	(iii)
	 	 ̈ Unrestricted Global Note (CUSIP _________); or





          (b)  ̈ a Restricted Definitive Note; or



          (c)  ̈ an Unrestricted Definitive Note,



          in accordance with the terms of the Indenture.



B-4









 





FORM OF CERTIFICATE OF EXCHANGE




Holly Energy Partners, L.P.

Holly Energy Finance Corp.

100 Crescent Court, Suite 1600

Dallas, Texas 75201



U.S. Bank National Association

950 17th Street, Suite 300

Denver, Colorado 80202



     Re: 6-1/4% Senior Notes due 2015



(CUSIP ____________)




     Reference is hereby made to the Indenture, dated as of February 28, 2005 (the “Indenture”),
among 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"), the Guarantors party thereto and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.



     ______, (the “Owner”) owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $___in such Note[s]
or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:



     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



     (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest
in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



     (c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in



C-1









 





compliance with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.



     (d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.



     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes



     (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.



     (b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE]  ̈144A Global Note,  ̈Regulation S Global
Note,  ̈IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuers.



	 	 	 	 	 
	

	 	 	 	

	

	 	 	 	[Insert Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:






Dated: ______________________




C-2









 







EXHIBIT D

FORM OF CERTIFICATE FROM




ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Holly Energy Partners, L.P.

Holly Energy Finance Corp.

100 Crescent Court, Suite 1600

Dallas, Texas 75201



U.S. Bank National Association

950 17th Street, Suite 300

Denver, Colorado 80202



     Re: 6-1/4% Senior Notes due 2015



     Reference is hereby made to the Indenture, dated as of February 28, 2005 (the “Indenture”),
among 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”), the Guarantors party thereto and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.



     In connection with our proposed purchase of $______aggregate principal amount of:



     (a)  ̈ a beneficial interest in a Global Note, or




     (b)  ̈ a Definitive Note,




     we confirm that:



     1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).



     2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to Holly Energy Partners or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Issuers a signed letter substantially in the form of this letter and, if such transfer is in
respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion
of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.



D-1









 





     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Issuers such certifications, legal opinions and other
information as you and the Issuers may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.



     5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.




     You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	

	 	 	 	

	

	 	 	 	[Insert Name of Accredited Investor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:






Dated: _______________________





D-2









 








[FORM OF NOTATION OF GUARANTEE]




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of February 28, 2005 (the
"Indenture”), among 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"), the Guarantors party thereto and U.S. Bank National
Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of,
premium and Liquidated Damages, if any, and interest on, the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of
all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms
of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as
may be necessary or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	 	[Name of Guarantor(s)]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:






E-1









 






[FORM OF SUPPLEMENTAL INDENTURE




TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




     Supplemental Indenture (this “Supplemental Indenture”), dated as of ___,
200___, among ___(the “Guaranteeing Subsidiary”), Holly Energy Partners, L.P., a
Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance
Corp.” and, together with Holly Energy Partners, the “Issuers"), the other Guarantors (as defined
in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the
Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
"Indenture”), dated as of February 28, 2005 providing for the issuance of 6-1/4% Senior Notes due
2015 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.



     4. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.



     5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.



     6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



F-1









 





     7. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuers.



F-2









 




EXHIBIT F

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



Dated: _______________, 20___




	 	 	 	 	 	 	 	 	 
	 	 	[Guaranteeing Subsidiary]
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	 	 	HOLLY ENERGY FINANCE CORP.
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	 	 	[Existing Guarantors]
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory







F-3