exv10w14






Exhibit 10.14




ASSIGNMENT AND ASSUMPTION AGREEMENT

(Pipeline Throughput Agreement (Roadrunner))




     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 (“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 Pipeline
Throughput Agreement (Roadrunner), dated as of December 1, 2009, by and between Assignor and Holly
Energy Partners-Operating, L.P., a Delaware limited partnership, and Holly Corporation, a Delaware
corporation (“Holly”), and Holly Energy Partners, L.P., a Delaware limited partnership (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 13 of the Throughput Agreement, Holly’s obligations to guarantee the “Navajo Refining
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.



     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.



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     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
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SIGNATURE PAGE FOLLOWS]




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     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:	 	 
	 
	 	 	 	 	 	 
	 	 	NAVAJO REFINING COMPANY, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	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]