Exhibit 10.40






Exhibit 10.40




ASSIGNMENT AND ASSUMPTION AGREEMENT




(Amended and Restated Refined Product Pipelines and Terminals Agreement)




This Assignment and Assumption Agreement (the “Agreement”) is effective as of 12:01
a.m., Eastern time, on January 1, 2011 (the “Effective Time”) by and between Navajo
Refining Company, L.L.C., a Delaware limited liability company (“Navajo”), Holly Refining &
Marketing-Woods Cross, a Delaware corporation (“Woods Cross” and together with Navajo,
“Assignors”), and Holly Refining & Marketing Company LLC, a Delaware limited liability
company (“Assignee”). Assignors and Assignee are referred to herein collectively as the
“Parties”.



RECITALS




Assignors desire to assign to Assignee and Assignee desires to assume that certain First
Amended and Restated Refined Product Pipelines and Terminals Agreement, dated December 1, 2009, to
be effective as of February 1, 2009, by and among Navajo, Woods Cross, Holly Energy
Partners-Operating, L.P., HEP Pipeline Assets, Limited Parntership, HEP Pipline, L.L.C., HEP
Refining Assets, L.P., HEP Refining, L.L.C., HEP Mountain Home, L.L.C., and HEP Woods Cross, L.L.C.
(the “Pipelines and Terminals Agreement”). Capitalized terms used herein but not otherwise
defined herein shall have the meanings given to them in the Pipelines and Terminals Agreement.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:



ASSIGNMENT




1. Assignment. Each Assignor hereby assigns all of its right, title and interest in
and to the Pipelines and Terminals Agreement to Assignee.



2. Assumption. Assignee hereby assumes and agrees to be solely responsible for the
payment, performance and discharge when due of all liabilities and obligations of each Assignor
arising pursuant to the Pipelines and Terminals Agreement.



3. Guaranty by Holly. Holly Corporation (“Holly”) hereby acknowledges and
agrees that for purposes of Section 13 of the Pipelines and Terminals Agreement, Holly’s
obligations to guarantee the “Holly Payment Obligations” of Assignors will continue after the date
hereof and following the date hereof, such term shall apply to and include the obligations assigned
hereunder to and assumed hereunder by Assignee.



4. Further Assurances. Each Party covenants and agrees that, subsequent to the
execution and delivery of this Agreement and without any additional consideration, each Party will
execute and deliver any further legal instruments and perform any acts that are or may
become necessary to effectuate the purposes of this Agreement.



Assignment
and Assumption Agreement — Page 1



 


 









 





5. Binding Effect. This Agreement is binding upon and shall inure to the benefit of
the Parties and their respective successors and assigns.



6. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without reference to the principles of conflicts of laws
or any other principle that could result in the application of the laws of any other jurisdiction.



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



8. Captions. The captions section numbers in this Agreement are for convenience only
and shall not be considered a part of or affect the construction or interpretation of any provision
of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOLLOWS]




Assignment and Assumption Agreement — Page 2



 


 









 








IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the date set forth above.




	 	 	 	 	 
	 	ASSIGNORS:



NAVAJO REFINING COMPANY, L.L.C.

 	 
	 	By:  	/s/ Gary B. Fuller
 	 
	 	 	Name:  	Gary B. Fuller 	 
	 	 	Title:  	Sr. VP, Refinery Operations 	 
	 
	 	HOLLY REFINING & MARKETING COMPANY-WOODS CROSS

 	 
	 	By:  	/s/ Gary B. Fuller
 	 
	 	 	Name:  	Gary B. Fuller 	 
	 	 	Title:  	Sr. VP, Refinery Operations 	 
	 
	 	ASSIGNEE:



HOLLY REFINING & MARKETING COMPANY LLC

 	 
	 	By:  	/s/ Bruce R. Shaw
 	 
	 	 	Name:  	Bruce R. Shaw 	 
	 	 	Title:  	Sr. VP & CFO 	 



ACKNOWLEDGED AND AGREED

FOR PURPOSES OF Section 3:




HOLLY CORPORATION




	 	 	 	 	 

	By:

	 	/s/ David L. Lamp
 

Name: David L. Lamp
	 	 
	 

	 	Title:   President	 	 






[Signature Page to Assignment and Assumption Agreement]