exv10w5






Exhibit 10.5




ASSIGNMENT AND ASSUMPTION AGREEMENT

(Amended and Restated Intermediate Pipelines 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 (“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 Amended and
Restated Intermediate Pipelines Agreement, dated as of June 1, 2009, by and among Holly Corporation
(“Holly”), Assignor, Holly Energy Partners, L.P., Holly Energy Partners-Operating, L.P.,
HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistic
Services, L.L.C., and HEP Logistics GP, L.L.C., and as amended by the Amendment to the Amended and
Restated Intermediate Pipelines Agreement, dated as of December 9, 2010, by and among Assignor,
Holly Energy Partners, L.P., Holly Energy Partners-Operating, L.P., HEP Pipeline, L.L.C.,
Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C., and HEP
Logistics GP, L.L.C. (the “Intermediate Pipelines Agreement”). Capitalized terms used
herein but not otherwise defined herein shall have the meanings given to them in the Intermediate
Pipelines 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 Intermediate Pipelines 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 Intermediate Pipelines Agreement.



     3. Guaranty by Holly. Holly hereby acknowledges and agrees that for purposes of
Section 12 of the Intermediate Pipelines 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



Assignment and Assumption Agreement — Page 1








 









 







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 Texas, 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.



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:	 	 
	 
	 	 	 	 	 	 
	 	 	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]