Exhibit 10.45






Exhibit 10.45




ASSIGNMENT AND ASSUMPTION AGREEMENT




(First Amended and Restated Pipelines, Tankage and Loading Rack

Throughput Agreement (Tulsa East))




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 Holly Refining
& Marketing —Tulsa, LLC, a Delaware limited liability company (“Assignor”), and Holly
Refining & Marketing Company LLC, a Delaware limited liability company (“Assignee”).
Assignor and Assignee are referred to herein collectively as the “Parties”.



RECITALS




Assignor desires to assign to Assignee and Assignee desires to assume that certain First
Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated
as of March 31, 2010, by and between Assignor, HEP Tulsa LLC, a Delaware limited liability company
(“HEP Tulsa”) and Holly Energy Storage-Tulsa LLC, a Delaware limited liability company
(“HES-Tulsa”), Holly Corporation, a Delaware corporation (“Holly”), Holly Energy
Partners, L.P., a Delaware limited partnership, and Holly Energy Partners-Operating, L.P., a
Delaware limited partnership, as amended by that certain Amendment to First Amended and Restated
Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated as of June 11, 2010,
by and between HEP Tulsa, HES-Tulsa and Assignor (collectively, the “Throughput
Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the
meanings given to them in the Throughput 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. Assignor hereby assigns all of its right, title and interest in and to
the Throughput 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 Assignor arising
pursuant to the Throughput Agreement.



3. Guaranty by Holly. Holly hereby acknowledges and agrees that for purposes of
Section 14 of the Throughput Agreement, Holly’s obligations to guarantee the “Holly Tulsa Payment
Obligations” of Assignor 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.



Assignment
and Assumption Agreement — Page 1



 


 









 





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.



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.




	 	 	 	 	 
	 	ASSIGNOR:



HOLLY REFINING & MARKETING-TULSA LLC

 	 
	 	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]