exv10w2






Exhibit 10.2




FIRST AMENDMENT TO OPTION AGREEMENT




     THIS FIRST AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is entered into as of February 11,
2010, effective as of December 31, 2009, by and among HOLLY CORPORATION, a Delaware corporation;
HOLLY UNEV PIPELINE COMPANY, a Delaware corporation; NAVAJO PIPELINE CO., L.P., a Delaware limited
partnership; HOLLY LOGISTIC SERVICES, L.L.C., a Delaware limited liability company; HEP LOGISTICS
HOLDINGS, L.P., a Delaware limited partnership; HOLLY ENERGY PARTNERS, L.P., a Delaware limited
partnership; HEP LOGISTICS GP, L.L.C., a Delaware limited liability company; and HOLLY ENERGY
PARTNERS — OPERATING, L,P., a Delaware limited partnership (“HEP-Operating”). The above-named
entities are sometimes referred to in this Amendment each as a “Party” and collectively as the
“Parties.”



Recitals:




     A. The Parties previously entered into that certain Option Agreement dated January 31, 2008
(the “Option Agreement”) granting an option to HEP-Operating to purchase the Holly UNEV Interests.
Capitalized terms that are used but not otherwise defined in this Amendment shall have the meaning
ascribed to such terms in the Option Agreement.



     B. Pursuant to Section 3.4(c) of the Option Agreement, Holly UNEV has notified
HEP-Operating that the Project Completion Date (and associated milestones) for the UNEV Pipeline
have been extended from the Project Schedule originally attached as Schedule B to the
Option Agreement.



     C. Section 5.1 of the Option Agreement provides, in part, that if the Closing or the
Termination Option Closing has not occurred on or prior to December 31, 2009, either Holly UNEV or
HEP-Operating has the right to terminate the Option Agreement, and the Parties desire to extend
such date to be the date occurring one hundred eighty (180) days after the Project Completion Date.



Amendment:




     NOW, THEREFORE, in consideration of the agreements and covenants set forth in this Amendment,
and for other good and valuable consideration, the receipt, adequacy, and legal sufficiency of
which are hereby acknowledged, the Parties hereby amend the Option Agreement as follows:



     1. Project Schedule. The Project Schedule attached as Schedule B to the
Option Agreement is deleted in its entirety and the Project Schedule attached as Schedule B
to this Amendment is substituted in lieu thereof.



     2. Termination. Clause A of Subsection 5.1(a)(ii) of the Option Agreement is
hereby deleted in its entirety the phrase “(A) the Expiration Date,” substituted in lieu thereof.



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     3. Force Majeure. Section 5.1(c) of the Option Agreement is hereby deleted in
its entirety.



     4. Permitted Transfer. The following Section 3.8 is hereby added to the
Option Agreement immediately after Section 3.7.




3.8 Permitted Transfer. Notwithstanding anything to the contrary in this Agreement,
prior to the earlier of the Closing or the Termination Option Closing, Holly UNEV
shall have the right to sell a portion of the Holly UNEV Interests in an amount
equal to up to thirty percent (30%) of all outstanding membership interests in UNEV
Pipeline after first obtaining HEP-Operating’s prior written consent to such sale,
which consent shall not be unreasonably withheld, conditioned or delayed. From and
after the date HEP-Operating provides the written consent contemplated by the
immediately foregoing sentence, the Holly UNEV Interests that are the subject of
such consent shall no longer be subject to this Agreement and may be sold free and
clear of this Agreement, including, but not limited to, the Option and the
Termination Option.



     5. General Provisions. To the extent of any conflict between the provisions of this
Amendment and the provisions of the Option Agreement, the provisions of this Amendment shall
control. Except as set forth in this Amendment, the parties ratify and affirm the Option Agreement
in its entirety, and the Option Agreement shall remain in full force and effect. This Amendment
shall be governed by, and construed and interpreted in accordance with, the laws (excluding the
choice of laws rules) of the State of Texas, excluding any conflicts-of-law rule or principle that
might refer the construction or interpretation of this Agreement to the laws of another state.
This Amendment shall inure to the benefit of, and be binding on, the parties hereto and their
respective successors and assigns. This Amendment may be executed in any number of duplicate
originals or counterparts, each of which when so executed shall constitute in the aggregate but one
and the same document.



[signature page follows]




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     IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Option Agreement,
effective as of the date first written above.



	 	 	 	 	 
	 	HOLLY CORPORATION

 	 
	 	By:  	/s/ George J. Damiris
 	 
	 	 	George J. Damiris 	 
	 	 	Senior Vice President, Supply and Marketing 	 
	 
	 	HOLLY UNEV PIPELINE COMPANY

 	 
	 	By:  	/s/ George J. Damiris
 	 
	 	 	George J. Damiris 	 
	 	 	Vice President 	 
	 
	 	NAVAJO PIPELINE CO., L.P.




By Navajo Pipeline GP, L.L.C.,


Its General Partner

 	 
	 	 	 
	 	By:  	     /s/ George J. Damiris
 	 
	 	 	George J. Damiris 	 
	 	 	Vice President, Supply and Marketing 	 
	 
	 	HOLLY LOGISTIC SERVICES, L.L.C.

 	 
	 	By:  	/s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	President 	 
	 
	 	HEP LOGISTIC HOLDINGS, L.P.




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


Its General Partner

 	 
	 	 	 
	 	By:  	     /s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	President 	 
	 




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	 	HOLLY ENERGY PARTNERS, L.P.




By HEP Logistics Holdings, L.P.

Its General Partner

 	 
	 	By Holly Logistic Services, L.L.C.


Its General Partner

 	 
	 	 	 
	 	By:  	     /s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	President 	 
	 
	 	HEP LOGISTICS GP, L.L.C.

 	 
	 	By:  	/s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	Senior Vice President 	 
	 
	 	HOLLY ENERGY PARTNERS-OPERATING, L.P.



By HEP Logistics GP, L.L.C.

Its General Partner

 	 
	 	 	 
	 	By:  	     /s/ David G. Blair
 	 
	 	 	David G. Blair 	 
	 	 	Senior Vice President 	 
	 




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Schedule B




To



Option Agreement



 





Project Schedule





 









 









	•	 	Terminal construction — October 2008 to March 2010
	 
	•	 	BLM record of decision for the pipeline — April 2010
	 
	•	 	Pipeline construction — May 2010 to Feb 2011
	 
	•	 	Pipeline construction complete and operational — April 2011





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