exv10w1






Exhibit 10.1




EXECUTION



 




$275,000,000




SECOND AMENDED AND RESTATED CREDIT AGREEMENT



Originally Dated July 7, 2004

Previously Amended and Restated as of August 27, 2007



among



HOLLY ENERGY PARTNERS — OPERATING, L.P.,



as Borrower,



THE FINANCIAL INSTITUTIONS

PARTY TO THIS AMENDED AND RESTATED CREDIT AGREEMENT



as Lenders,



WELLS FARGO BANK, N. A.




as Administrative Agent



and



UNION BANK, N.A., as Syndication Agent



BBVA COMPASS BANK and U.S. BANK N.A., as Co-Documentation Agents



WELLS FARGO SECURITIES, LLC



and



UNION BANK, N.A.



as Joint Lead Arrangers and Joint Bookrunners



Dated as of February 14, 2011



 




Holly Energy Partners –Operating

L.P. Credit Agreement




















 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	3	 
	Section 1.01. Certain Defined Terms
	 	 	3	 
	Section 1.02. Computation of Time Periods
	 	 	24	 
	Section 1.03. Accounting Terms; Changes in GAAP
	 	 	24	 
	Section 1.04. Types of Advances and Borrowings
	 	 	25	 
	Section 1.05. Miscellaneous
	 	 	25	 
	ARTICLE II CREDIT FACILITIES
	 	 	25	 
	Section 2.01. Making the Advances
	 	 	25	 
	Section 2.02. Method of Borrowing
	 	 	25	 
	Section 2.03. Reduction of the Commitments
	 	 	28	 
	Section 2.04. Prepayment of Advances
	 	 	28	 
	Section 2.05. Repayment of Advances
	 	 	29	 
	Section 2.06. Fees
	 	 	29	 
	Section 2.07. Interest
	 	 	30	 
	Section 2.08. Payments and Computations
	 	 	31	 
	Section 2.09. Sharing of Payments, Etc.
	 	 	32	 
	Section 2.10. Breakage Costs
	 	 	33	 
	Section 2.11. Increased Costs
	 	 	33	 
	Section 2.12. Taxes
	 	 	34	 
	Section 2.13. Letters of Credit
	 	 	36	 
	Section 2.14. Commitment Increase
	 	 	39	 
	Section 2.15. Replacement of Lenders
	 	 	40	 
	Section 2.16. Pari Passu Lien
	 	 	41	 
	Section 2.17. Defaulting Lenders
	 	 	41	 
	ARTICLE III CONDITIONS OF LENDING
	 	 	42	 
	Section 3.01. Conditions Precedent to Effectiveness
	 	 	42	 
	Section 3.02. Conditions Precedent to All Borrowings
	 	 	45	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	46	 
	Section 4.01. Existence; Power; Subsidiaries; Compliance With Laws
	 	 	46	 
	Section 4.02. Authorization
	 	 	47	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 4.03. Governmental Approvals; Third Party Consents
	 	 	47	 
	Section 4.04. Enforceable Obligations
	 	 	48	 
	Section 4.05. Financial Statements
	 	 	48	 
	Section 4.06. True and Complete Disclosure
	 	 	48	 
	Section 4.07. Litigation
	 	 	48	 
	Section 4.08. Use of Proceeds
	 	 	49	 
	Section 4.09. Investment Company Act
	 	 	49	 
	Section 4.10. Taxes
	 	 	49	 
	Section 4.11. Pension Plans; ERISA
	 	 	49	 
	Section 4.12. Insurance
	 	 	50	 
	Section 4.13. No Burdensome Restrictions; No Defaults
	 	 	50	 
	Section 4.14. Environmental Condition
	 	 	50	 
	Section 4.15. Permits, Licenses, etc.
	 	 	51	 
	Section 4.16. Security Interests
	 	 	51	 
	Section 4.17. Title, Etc.
	 	 	51	 
	Section 4.18. State and Federal Regulation
	 	 	53	 
	Section 4.19. FERC
	 	 	54	 
	Section 4.20. Title to Refined Products
	 	 	54	 
	Section 4.21. Employee Matters
	 	 	54	 
	Section 4.22. Ownership
	 	 	54	 
	Section 4.23. Solvency
	 	 	54	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	55	 
	Section 5.01. Compliance with Laws, Etc.
	 	 	55	 
	Section 5.02. Maintenance of Insurance
	 	 	55	 
	Section 5.03. Preservation of Existence, Etc.
	 	 	57	 
	Section 5.04. Payment of Taxes, Etc.
	 	 	57	 
	Section 5.05. Books and Records; Visitation Rights
	 	 	57	 
	Section 5.06. Reporting Requirements
	 	 	57	 
	Section 5.07. Maintenance of Property
	 	 	60	 
	Section 5.08. Maintenance of Pipeline Systems and Terminals
	 	 	60	 
	Section 5.09. State Regulatory Authority
	 	 	60	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 5.10. Additional Subsidiaries
	 	 	60	 
	Section 5.11. Agreement to Pledge
	 	 	61	 
	Section 5.12. Environmental Remediation and Indemnification
	 	 	61	 
	Section 5.13. Use of Proceeds
	 	 	62	 
	Section 5.14. Further Assurances
	 	 	62	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	64	 
	Section 6.01. Liens, Etc.
	 	 	64	 
	Section 6.02. Debts, Guaranties and Other Obligations
	 	 	65	 
	Section 6.03. Agreements Restricting Liens
	 	 	66	 
	Section 6.04. Merger or Consolidation; Asset Sales; Acquisitions
	 	 	66	 
	Section 6.05. Restricted Payments
	 	 	67	 
	Section 6.06. Investments
	 	 	67	 
	Section 6.07. Affiliate Transactions
	 	 	68	 
	Section 6.08. Other Businesses
	 	 	68	 
	Section 6.09. Amendment of Material Agreements
	 	 	68	 
	Section 6.10. Total Leverage Ratio
	 	 	68	 
	Section 6.11. Senior Leverage Ratio
	 	 	69	 
	Section 6.12. Interest Coverage Ratio
	 	 	69	 
	Section 6.13. Compliance with ERISA
	 	 	69	 
	Section 6.14. Restricted Entities
	 	 	70	 
	Section 6.15. Plains Holdco
	 	 	70	 
	Section 6.16. UNEV Holdco
	 	 	70	 
	Section 6.17. Future Holdcos
	 	 	70	 
	Section 6.18. Repayment of Permitted Note Debt
	 	 	71	 
	ARTICLE VII REMEDIES
	 	 	71	 
	Section 7.01. Events of Default
	 	 	71	 
	Section 7.02. Optional Acceleration of Maturity
	 	 	73	 
	Section 7.03. Automatic Acceleration of Maturity
	 	 	74	 
	Section 7.04. Non-exclusivity of Remedies
	 	 	74	 
	Section 7.05. Right of Set-off
	 	 	74	 
	Section 7.06. Application of Collateral
	 	 	75	 






-iii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS
	 	 	75	 
	Section 8.01. Appointment and Authorization of Administrative Agent
	 	 	75	 
	Section 8.02. Delegation of Duties
	 	 	76	 
	Section 8.03. Default; Collateral
	 	 	76	 
	Section 8.04. Liability of Administrative Agent
	 	 	78	 
	Section 8.05. Reliance by Administrative Agent
	 	 	78	 
	Section 8.06. Notice of Default
	 	 	79	 
	Section 8.07. Credit Decision; Disclosure of Information by Administrative Agent
	 	 	79	 
	Section 8.08. Indemnification of Agents
	 	 	79	 
	Section 8.09. Administrative Agent in its Individual Capacity
	 	 	80	 
	Section 8.10. Successor Administrative Agent and Issuing Bank
	 	 	80	 
	Section 8.11. Syndication Agent; Other Agents; Arrangers
	 	 	81	 
	Section 8.12. Administrative Agent May File Proof of Claim
	 	 	81	 
	Section 8.13. Lender Hedging Agreements
	 	 	81	 
	Section 8.14. Banking Service Obligations
	 	 	82	 
	ARTICLE IX MISCELLANEOUS
	 	 	82	 
	Section 9.01. Amendments, Etc.
	 	 	82	 
	Section 9.02. Notices, Etc.
	 	 	83	 
	Section 9.03. No Waiver; Remedies
	 	 	83	 
	Section 9.04. Costs and Expenses
	 	 	83	 
	Section 9.05. Binding Effect
	 	 	83	 
	Section 9.06. Lender Assignments and Participations
	 	 	83	 
	Section 9.07. Indemnification
	 	 	86	 
	Section 9.08. Execution in Counterparts
	 	 	87	 
	Section 9.09. Survival of Representations, etc.
	 	 	87	 
	Section 9.10. Severability
	 	 	87	 
	Section 9.11. Business Loans
	 	 	87	 
	Section 9.12. Usury Not Intended
	 	 	87	 
	Section 9.13. Waiver of Jury; Waiver of Consequential Damages; Consent to Jurisdiction
	 	 	88	 






-iv-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 9.14. Governing Law
	 	 	89	 
	Section 9.15. Credit Documents
	 	 	89	 
	Section 9.16. USA Patriot Act
	 	 	89	 
	Section 9.17. Express Negligence Rule
	 	 	89	 
	Section 9.18. Statute of Frauds
	 	 	89	 
	Section 9.19. Restatement
	 	 	89	 






-v-









 






EXHIBITS:




	 	 	 	 	 

	Exhibit A

	 	—
	 	Form of Assignment and Acceptance
	Exhibit B

	 	—
	 	Form of Commitment Increase Agreement
	Exhibit C

	 	—
	 	Form of Compliance Certificate
	Exhibit D

	 	—
	 	Form of Amended and Restated Guaranty
	Exhibit E

	 	—
	 	Form of Mortgage
	Exhibit F

	 	—
	 	Form of New Lender Agreement
	Exhibit G

	 	—
	 	Form of Note
	Exhibit H

	 	—
	 	Form of Notice of Borrowing
	Exhibit I

	 	—
	 	Form of Notice of Conversion or Continuation
	Exhibit J

	 	—
	 	Form of Amended and Restated Pledge Agreement
	Exhibit K

	 	—
	 	Form of Amended and Restated Security Agreement






SCHEDULES:




	 	 	 	 	 

	Schedule 1.01(a)

	 	—
	 	Commitments
	Schedule 1.01(b)

	 	—
	 	Notice Addresses and Applicable Lending Offices
	Schedule 1.01(c)

	 	—
	 	Excluded Property
	Schedule 1.01(d)

	 	—
	 	Guarantors
	Schedule 4.01

	 	—
	 	Subsidiaries
	Schedule 4.07

	 	—
	 	Litigation
	Schedule 4.13

	 	—
	 	Defaults
	Schedule 4.16

	 	—
	 	Transmitting Utilities
	Schedule 4.18(a)

	 	—
	 	Complaints — Borrower Interstate Pipelines
	Schedule 4.18(b)

	 	—
	 	Complaints — Texas Intrastate Pipelines
	Schedule 6.01

	 	—
	 	Existing Liens
	Schedule 6.02

	 	—
	 	Existing Debt
	Schedule 6.06

	 	—
	 	Existing Investments
	Schedule 6.07

	 	—
	 	Affiliate Transactions






-vi-









 






SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 14, 2011,
among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership (the
“Borrower”), WELLS FARGO BANK, N.A., individually and as administrative agent (in such
capacity, the “Administrative Agent”), UNION BANK, N.A., as administrative agent under the
Prior Credit Agreement (hereinafter defined) (in such capacity, the “Predecessor Administrative
Agent”), UNION BANK, N.A., as syndication agent, BBVA COMPASS BANK and U.S. BANK N.A, as
co-documentation agents, and each of the Lenders (as defined below).



RECITALS



     A. The Borrower, the Predecessor Administrative Agent and the lenders party thereto, including
certain of the Lenders (the “Original Lenders”) were parties to that certain Credit
Agreement dated as of July 7, 2004 originally entered into by the Predecessor Administrative Agent,
the Original Lenders, and HEP Operating Company, L.P., as predecessor in interest to the Borrower
(as amended prior to August 27, 2007, the “Original Credit Agreement”).



     B. In order to secure the full and punctual payment and performance of the obligations under
the Original Credit Agreement and other Credit Documents (as defined in the Original Credit
Agreement), the Borrower and the Guarantors (as defined in the Original Credit Agreement) executed
and delivered mortgages, deeds of trust, collateral assignments, security agreements, pledge
agreements and financing statements in favor of the Predecessor Administrative Agent (collectively,
the “Original Security Documents”) granting mortgage liens and continuing security
interests in and to the collateral described in such Original Security Documents.



     C. The Original Credit Agreement was amended and restated in its entirety by that certain
Amended and Restated Credit Agreement dated as of August 27, 2007 entered into by the Borrower, the
Predecessor Administrative Agent, Bank of America, N.A., as syndication agent, Guaranty Bank, as
predecessor in interest to BBVA Compass Bank, as documentation agent, and the lenders party
thereto, including certain of the Lenders (the “First Restatement Lenders”) (as heretofore
amended, the “Prior Credit Agreement”).



     D. In order to secure the full and punctual payment and performance of the obligations under
the Prior Credit Agreement and other Credit Documents (as defined in the Prior Credit Agreement),
the Borrower and the Guarantors (as defined in the Prior Credit Agreement) amended and restated the
Original Security Documents and/or executed and delivered new or supplemental mortgages, deeds of
trust, collateral assignments, security agreements, pledge agreements and financing statements in
favor of the Predecessor Administrative Agent (collectively, the “Existing Security
Documents”) confirming the prior grant of, or granting, a mortgage lien and continuing
security interest in and to the collateral described in such Existing Security Documents.



     E. Pursuant to the provisions of Section 9.06 of the Prior Credit Agreement, of even date
herewith but effective prior to effectiveness of this Agreement, the following Assignment and
Acceptance Agreements were entered into:




     (i) Assignment and Acceptance Agreement whereby Natixis assigned a 100% interest in and
to all of Natixis’ rights and obligations under the Prior Credit Agreement including,
without



Holly Energy Partners –Operating

L.P. Credit Agreement





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limitation, such percentage interest in its Commitment, the Advances owing to it
and the Note held by it to Wells Fargo Bank, N.A.;




     (ii) Assignment and Acceptance Agreement whereby Bank of Scotland plc assigned a 100%
interest in and to all of the Bank of Scotland’s rights and obligations under the Prior
Credit Agreement including, without limitation, such percentage interest in its Commitment,
the Advances owing to it and the Note held by it to Wells Fargo Bank, N.A.;




     (iii) Assignment and Acceptance Agreement whereby BNP Paribas, successor in interest to
Fortis Capital Corp. assigned a 100% interest in and to all of BNP’s rights and obligations
under the Prior Credit Agreement including, without limitation, such percentage interest in
its Commitment, the Advances owing to it and the Note held by it to Wells Fargo Bank, N.A.;




     (iv) Assignment and Acceptance Agreement whereby Prudential Retirement Insurance and
Annuity Company assigned a 100% interest in and to all of the Prudential Retirement
Insurance and Annuity Company’s rights and obligations under the Prior Credit Agreement
including, without limitation, such percentage interest in its Commitment, the Advances
owing to it and the Note held by it to Wells Fargo Bank, N.A.; and




     (v) Assignment and Acceptance Agreement whereby Pruco Life Insurance Company assigned a
100% interest in and to all of the Pruco Life Insurance Company’s rights and obligations
under the Prior Credit Agreement including, without limitation, such percentage interest in
its Commitment, the Advances owing to it and the Note held by it to Wells Fargo Bank, N.A.;



     F. The Predecessor Administrative Agent accepted and recorded such assignments and, to the
extent required under the Prior Credit Agreement, the Borrower also consented to such assignments.
The Predecessor Administrative Agent waived, and hereby waives, the $3,500 administrative fee for
each assignment provided for in Section 9.06 of the Prior Credit Agreement.



     G. The Borrower has requested certain amendments to the Prior Credit Agreement which include,
among other things, (i) the replacement of Union Bank, N.A. as administrative agent and issuing
bank by Wells Fargo Bank, N.A., (ii) a decrease in the amount of the revolving commitments on the
date hereof to $275,000,000 from $300,000,000, and (iii) provision for up to an additional
$100,000,000 in revolving commitments, and (A) the Lenders have agreed to amend and restate in its
entirety the Prior Credit Agreement on the terms and conditions set forth herein, to renew and
rearrange the indebtedness outstanding under the Prior Credit Agreement (but not to repay or pay
off any such indebtedness), to adjust their pro rata shares, and to decrease the revolving
commitments on the date hereof to $275,000,000 and (B) Union Bank, N.A., by its execution hereof
has agreed to resign, and hereby resigns, as administrative agent and issuing bank pursuant to
Section 8.06 of the Prior Credit Agreement (and by their execution hereof, the Lenders’ and
Borrower waive the 30 days’ notice of resignation requirement) and Wells Fargo Bank, N.A., pursuant
to Section 8.06 of the Prior Credit Agreement, by its execution hereof has agreed to become, and
hereby becomes, the successor administrative agent and an issuing bank and hereby succeeds to all
the rights, powers, privileges and duties of the Predecessor Administrative Agent other than, with
respect to actions taken prior to the Effective Date in its capacity as Predecessor Administrative
Agent, the rights and privileges of the Predecessor Administrative Agent in Article 8 and Section
9.04 and 9.07 of the Prior Credit Agreement, which rights and privileges shall continue to inure to
the benefit of the Predecessor Administrative Agent) (and by their execution hereof, the Lenders’
and Borrower hereby consent to and approve the appointment of Wells Fargo Bank, N.A. as successor
Administrative Agent and an Issuing Bank).



Holly Energy Partners –Operating

L.P. Credit Agreement









2









 








     H. The Borrower, the Administrative Agent, the Predecessor Administrative Agent, the
Issuing Banks and the Lenders desire to amend and restate (but not extinguish) the Prior Credit
Agreement in its entirety as hereinafter set forth through the execution of this Agreement.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the Borrower, the Administrative Agent, the Predecessor Administrative Agent, the
Issuing Banks, and the Lenders do hereby agree that the Prior Credit Agreement is amended and
restated (but not substituted or extinguished) in its entirety as set forth herein. It is the
intention of the Borrower, the Lenders, the Issuing Banks, the Administrative Agent and the
Predecessor Administrative Agent that this Agreement supersede and replace the Prior Credit
Agreement in its entirety; provided, that, (a) such amendment and restatement shall
operate to renew, amend and modify the rights and obligations of the parties under the Prior Credit
Agreement, as applicable and as provided herein, but shall not effect a novation thereof, (b)
unless otherwise provided for herein and evidenced by a separate written agreement, amendment or
release, no other Credit Document, as defined in, and executed and/or delivered pursuant to the
terms of, the Prior Credit Agreement (collectively, the “Existing Credit Documents”) shall
be amended, terminated or released in any respect and all of such other Existing Credit Documents
shall remain in full force and effect except that the Borrower and the Lenders agree that by
executing this Agreement the definition of “Credit Agreement” contained in such Existing Credit
Documents shall be amended to include this Agreement and all future amendments hereto, and (c) the
Liens securing the Obligations under and as defined in the Prior Credit Agreement and granted
pursuant to the Existing Credit Documents and the liabilities and obligations of the Borrower shall
not be extinguished, but shall be carried forward, and such Liens shall secure such Obligations, in
each case, as renewed, amended, restated and modified hereby.



     Contemporaneous with the amendment and restatement of the Prior Credit Agreement pursuant to
the preceding paragraph, (a) each Lender shall have the Commitment set forth in Schedule
1.01(a) hereto, and (b) each Lender whose previously funded Advances are less than its new Pro
Rata Share of Advances shall remit to the Administrative Agent for the benefit of the other Lenders
entitled thereto an amount equal to such deficiency which shall be allocated to the Lenders
entitled thereto by the Administrative Agent. The remittances referred to in clause (b) preceding
are referred to herein as the “True-Up Loans”.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree that the Prior Credit Agreement is amended and restated in its entirety
to read as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS



     Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (unless otherwise indicated, such meanings to be equally
applicable to both the singular and plural forms of the terms defined):



     “Acceptable Security Interest” in any Property means a Lien which (a) exists in favor
of the Administrative Agent for its benefit and the ratable benefit of the Lenders, (b) is superior
to all other Liens, except Permitted Liens, (c) secures the Obligations, and (d) is perfected and
enforceable.



     “Acceptable Survey” means an “as-built” survey (a) reasonably acceptable to the
Administrative Agent, (b) prepared in accordance with the “Minimum Standard Detail Requirements and
Classifications for ALTA/ACSM Land Title Surveys” as adopted by the American Land Title Association
and the American Congress on Surveying and Mapping in 2011, depicting such items from the Table
A thereto as



Holly Energy Partners –Operating

L.P. Credit Agreement




3









 







may be reasonably requested by the Administrative Agent, and (c) certified to the
Administrative Agent and the Lenders bearing a form of certification reasonably acceptable to the
Administrative Agent.




     “Acceptable Title Commitment” means a written commitment to insure the Borrower’s or
the applicable Borrower’s Subsidiary’s title to and ownership of, and the Administrative Agent’s
Acceptable Security Interest in, the property described therein in an amount reasonably acceptable
to the Administrative Agent and which: (a) is from a title insurance company acceptable to the
Administrative Agent in its sole reasonable discretion, (b) sets out such title insurance company’s
commitment to insure all rights appurtenant to the property arising in instruments benefiting the
property, (c) commits to issue an ALTA extended coverage mortgagee’s (lender’s) policy in the 2006
form, if available, and (d) commits to issue such endorsements for the benefit of the
Administrative Agent and the Lenders as the Administrative Agent may reasonably request.



     “Acquisition” means the direct or indirect purchase or acquisition, whether in one or
more related transactions, of (a) any Person or group of Persons or (b) any assets, liabilities, or
securities of any Person or group of Persons.



     “Administrative Agent” means Wells Fargo in its capacity as administrative agent
pursuant to Article VIII and any successor administrative agent pursuant to Section 8.06.



     “Advance” means an advance by a Lender to the Borrower under such Lender’s Commitment
pursuant to Section 2.01(a) as part of a Borrowing and refers to an Alternate Base Rate Advance or
a Eurodollar Rate Advance, and shall also include the True-Up Loans, if any.



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled
by” or “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through ownership
of Voting Securities, by contract or otherwise.



     “Agreement” means this Second Amended and Restated Credit Agreement dated as of
February 14, 2011 among the Borrower, the Lenders, the Issuing Banks and the Administrative Agent,
as it may be amended, modified, restated, renewed, extended, increased or supplemented from
time-to-time.



     “Agent-Related Persons” means the Administrative Agent, together with its Affiliates
(including, in the case of Wells Fargo, in its capacity as the Administrative Agent, and each
Arranger, in its capacity as an Arranger), and the officers, directors, employees, agents,
trustees, advisors and attorneys-in-fact of such Persons and Affiliates.



     “Alternate Base Rate” means, for any day, the fluctuating rate per annum of interest
equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in
effect on such day plus one half percent (0.5%), and (c) the Eurodollar Rate for a one
month Interest Period on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus one percent (1.0%); provided that, for the avoidance of doubt,
(i) if the Alternate Base Rate is determined using the Eurodollar Rate in clause (c) above, the
appropriate margin set forth in the pricing grid in the definition of “Applicable Margin” under the
Alternate Base Rate column will be added to the amount calculated pursuant to clause (c) above for
purposes of calculating interest accruing on each Alternate Base Rate Advance and (ii) the
Eurodollar Rate for any day shall be based on the interest rate per annum reported by Bloomberg L.P. in its index of rates (or any successor thereto) providing quotations of
interest rates applicable to Dollar deposits in the London interbank market at approximately 11:00
a.m. (London,



Holly Energy Partners –Operating

L.P. Credit Agreement




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England time) on such day. Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Rate or the Eurodollar Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate,
respectively.




     “Alternate Base Rate Advance” means an Advance which bears interest as provided in
Section 2.07(a).



     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of an Alternate Base Rate Advance and such Lender’s Eurodollar Lending
Office in the case of a Eurodollar Rate Advance.



     “Applicable Margin” means, as of any date of determination, the following percentages
determined as a function of the Borrower’s Total Leverage Ratio:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar Rate	 	Alternate Base Rate	 	 	 	 	 	Letter of Credit
	Total Leverage Ratio	 	Advances	 	Advances	 	Commitment Fees	 	Fees
	> 4.75

	 	 	3.00	%	 	 	2.00	%	 	 	0.50	%	 	 	3.00	%
	≤ 4.75 but > 4.25

	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%	 	 	2.75	%
	≤ 4.25 but > 3.75

	 	 	2.50	%	 	 	1.50	%	 	 	0.50	%	 	 	2.50	%
	≤ 3.75 but > 2.75

	 	 	2.25	%	 	 	1.25	%	 	 	0.375	%	 	 	2.25	%
	≤ 2.75

	 	 	2.00	%	 	 	1.00	%	 	 	0.375	%	 	 	2.00	%





For purposes of determining the Applicable Margin, the Total Leverage Ratio (a) shall be deemed to
be less than or equal to 4.25 to 1.00 but greater than 3.75 to 1.00 for the period from the date of
this Agreement through the date financial statements are delivered pursuant Section 5.06(c) for the
fiscal year ending December 31, 2010, and (b) shall thereafter be determined from the financial
statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.06(b)
or Section 5.06(c), as the case may be, and certified to by a Responsible Officer in accordance
with such Sections. Any change in the Applicable Margin shall be effective the day after the date
of delivery of the financial statements pursuant to Section 5.06(b) or Section 5.06(c), as the case
may be, and receipt by the Administrative Agent of the Compliance Certificate required by such
Sections. If the Borrower fails to deliver any financial statements within the times specified in
Section 5.06(b) or 5.06(c), as the case may be, such ratio shall be deemed to be greater than 4.75
to 1.00 from the day after the date such financial statements should have been delivered until the
Borrower delivers such financial statements and the accompanying Compliance Certificate to the
Administrative Agent and the Lenders.




     “Approved Affiliate” means an Affiliate of a Lender engaged in making, purchasing,
holding and otherwise investing in commercial loans, and similar extensions of credit in the
ordinary course of its activities and that is adequately capitalized to honor its ongoing funding
commitments under this Agreement.



     “Arrangers” means collectively Wells Fargo Securities, LLC and Union Bank, N.A., in
their capacities as the joint lead arrangers of the facility evidenced by this Agreement.



     “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an Eligible Assignee or an Approved Affiliate, and accepted by the Administrative Agent,
in substantially the form of the attached Exhibit A or any other form approved by the
Administrative Agent.



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     “Available Cash “ means, for any fiscal quarter ending prior to the Final
Maturity Date, (a) the sum of (i) all cash and cash equivalents of the Borrower on hand at the end
of such fiscal quarter and (ii) all additional cash and cash equivalents of the Borrower on hand on
the date of determination of Available Cash with respect to such quarter resulting from Advances
made subsequent to the end of such quarter less (b) the amount of any cash reserves that is
necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the
proper conduct of the Business (including reserves for future capital expenditures and for
anticipated future credit needs of the Borrower), (ii) comply with applicable Legal Requirements
and this Agreement, any other Credit Document, or any other loan agreement, security agreement,
mortgage, debt instrument, or other agreement or obligation to which the Borrower or any of the
Borrower’s Subsidiaries is a party, by which the Borrower or any of the Borrower’s Subsidiaries is
bound, or to which the Property of the Borrower or any of the Borrower’s Subsidiaries is subject,
or (iii) provide funds for distributions under Sections 6.4 or 6.5 of the Borrower Partnership
Agreement in respect of any one or more of the next four fiscal quarters; provided,
however, that the General Partner may not establish cash reserves pursuant to clause
(b)(iii) of this definition if the effect of such reserves would be that the Limited Partner is
unable to distribute the Minimum Quarterly Distribution (as defined in the MLP Partnership
Agreement) on all Common Units, plus any Cumulative Common Unit Arrearage (as defined in the MLP
Partnership Agreement) on all Common Units with respect to such fiscal quarter; and
provided, further, that disbursements made by the Borrower or any of the Borrower’s
Subsidiaries or cash reserves established, increased, or reduced after the end of such fiscal
quarter but on or before the date of determination of Available Cash with respect to such fiscal
quarter shall be deemed to have been made, established, increased, or reduced, for purposes of
determining Available Cash, within such fiscal quarter if the General Partner so determines.



     “Banking Service Obligations” means any and all obligations of the Borrower, any
Guarantor or any of their Subsidiaries, whether absolute or contingent and howsoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services.



     “Banking Services” means each and any of the following bank services provided to the
Borrower, any Guarantor or any of their Subsidiaries by any Lender or Affiliate of a Lender: (a)
commercial credit cards and purchasing cards; (b) stored value cards; and (c) treasury management
services (including, without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts and interstate depository network services).



     “Borrower” means Holly Energy Partners — Operating, L.P., a Delaware limited
partnership.



     “Borrower Interstate Pipelines” has the meaning set forth in Section 4.18(a).



     “Borrower Partnership Agreement” means that certain First Amended and Restated
Agreement of Limited Partnership of Holly Energy Partners — Operating, L.P. dated as of July 13,
2004 between the Limited Partner and the General Partner, as amended by Amendment No.1 dated as of
July 30, 2004, as the same may be amended, modified or supplemented in accordance with the terms of
Section 6.09.



     “Borrowing” means a borrowing consisting of Advances made on the same day by one or
more Lenders pursuant to Section 2.01(a), continued by one or more Lenders pursuant to Section
2.02(b), or Converted by one or more Lenders to Advances of a different Type pursuant to Section
2.02(b).



     “Business” means the ownership and operation of pipelines and terminals for the
transportation and distribution of petroleum and petroleum products.



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     “Business Day” means a day of the year on which banks are not required or
authorized to close in New York City, New York or Dallas, Texas; provided, that when used
in connection with a Eurodollar Rate Advance, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in Dollar deposits in the London interbank market.



     “Capital Expansion Project” means any capital expansion construction project
undertaken by the Borrower or any of its Subsidiaries on its Property, the capital expenditures
(determined in accordance with GAAP) attributable to which exceed $30,000,000.



     “Capital Leases” means, as applied to any Person, any lease of any Property by such
Person as lessee which would, in accordance with GAAP, be required to be classified and accounted
for as a capital lease on the balance sheet of such Person.



     “Cash Collateral Account” means a special interest bearing cash collateral account
pledged by the Borrower to the Administrative Agent for its benefit and the ratable benefit of the
Lenders containing cash deposited pursuant to Sections 2.04(b), 2.13(a), 2.17(a), 7.02(b), or
7.03(b) to be maintained at the Administrative Agent’s office in accordance with Section 2.13(g)
and bear interest or be invested in the Administrative Agent’s reasonable discretion.



     “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements
thereunder in each case as now or hereafter in effect.



     “Change of Control” means any of the following events or conditions: (a) the General
Partner is no longer the sole general partner of the Borrower, (b) the Limited Partner is no longer
the sole owner of all of the membership interests in the General Partner, (c) the Limited Partner
is no longer the sole limited partner of the Borrower, (d) HEP Logistics Holdings is no longer the
sole general partner of the Limited Partner, (e) the Parent no longer owns, directly or indirectly,
at least 80% of limited partnership interests of HEP Logistics Holdings, (f) Holly Logistic
Services is no longer the sole general partner of HEP Logistics Holdings, (g) Parent no longer
owns, directly or indirectly, at least 80% of the membership interests in Holly Logistics Services,
or (h) a “Change of Control” as defined in the credit agreement governing the Parent Credit
Facility (as such credit agreement is in effect on the date of this Agreement) shall have occurred.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.



     “Collateral” means all “Collateral”, “Pledged Collateral”, “Mortgaged Property”, or
other similar terms as defined, as the case may be, in the Security Agreements, the Pledge
Agreements, the Mortgages or any other Security Document.



     “Commitment Increase Agreement” means a Commitment Increase Agreement, substantially
in the form of the attached Exhibit B, among the Borrower, the Administrative Agent and a Lender,
pursuant to which such Lender agrees to increase its Commitment as described in Section 2.14 of
this Agreement.



     “Commitments” means, for any Lender, the amount set forth opposite such Lender’s name
on Schedule 1.01(a) as its Commitment, or, if such Lender has entered into any Assignment
and Acceptance, a Commitment Increase Agreement or a New Lender Agreement, the amount set forth for
such Lender as its Commitment in the Register maintained by the Administrative Agent pursuant to Section
9.06(c), as such amount may be reduced or terminated pursuant to Section 2.03 or Article VII of
this Agreement.



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     “Common Units” means the common units representing limited partner interests in
the Limited Partner.



     “Compliance Certificate” means a compliance certificate in substantially the form of
the attached Exhibit C signed by a Responsible Officer.



     “Consolidated” refers to the consolidation of the accounts of a Person and its
Subsidiaries in accordance with GAAP, subject to Section 1.03.



     “Controlled Group” means all members of a controlled group of corporations and all
businesses (whether or not incorporated) under common control which, together with the Borrower,
are treated as a single employer under Section 414 of the Code.



     “Convert,” “Conversion,” and “Converted” each refers to a conversion
of Advances of one Type into Advances of another Type pursuant to Section 2.02(b).



     “Credit Documents” means, collectively, this Agreement, the Notes, the Security
Documents, the Guaranties, the Letter of Credit Documents, the Fee Letters and each other
agreement, instrument or document executed at any time in connection with the foregoing documents,
as each such Credit Document may be amended, modified or supplemented from time-to-time;
provided, however, that in no event shall any agreement in respect of Banking
Services Obligations or any Lender Hedging Agreement constitute a Credit Document hereunder.



     “Debt,” for any Person, means, without duplication,




     (a) indebtedness of such Person for borrowed money;




     (b) obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;




     (c) obligations of such Person to pay the deferred purchase price of Property or
services (other than trade payables which are not more than ninety days past due, except for
any such trade payables which are being contested in good faith and by appropriate
proceedings);




     (d) all indebtedness created or arising under any conditional-sale or other
title-retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property);




     (e) obligations of such Person as lessee under Capital Leases;




     (f) obligations of such Person under any Lender Hedging Agreement;




     (g) obligations of such Person in respect of letters of credit, acceptance facilities,
drafts or similar instruments issued or accepted by banks and other financial institutions
for the account of such Person;




     (h) obligations of such Person under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, another’s indebtedness or
obligations of





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the kinds referred to in clauses (a) through (g) above, but limited solely to
amounts guaranteed for another’s indebtedness or obligations of the kinds referred to in
clauses (a) through (g) above; and




     (i) another’s indebtedness or obligations of the kinds referred to in clauses (a)
through (h) secured by any Lien on or in respect of any Property of such Person.



     “Default” means (a) an Event of Default or (b) any event or condition which with
notice or lapse of time or both would, unless cured or waived, become an Event of Default.



     “Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) as
reasonably determined by the Administrative Agent has failed to perform any of its funding or
payment obligations hereunder, including in respect of its Advances or participations in respect of
Letters of Credit, within three Business Day of the date required to be funded by it hereunder, (b)
has notified the Borrower, the Administrative Agent or any Lender in writing or has made a public
statement to the effect that it does not intend or expect to comply with its funding obligations
hereunder or under other agreements in which it commits to extend credit, (c) as reasonably
determined by the Administrative Agent has failed, within three Business Day after request by the
Administrative Agent or the Borrower, to provide certification in writing from an authorized
officer of such Lender that it will comply with its obligations (and is financially able to meet
such obligations) to fund prospective loans and participations in then outstanding Letters of
Credit; provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon receipt of such certification in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting
creditors’ rights generally, (ii) had a receiver, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated
its consent to, approval of or acquiescence in any such proceeding or appointment; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of
any equity interest in that Lender or any direct or indirect parent company thereof by a
Governmental Authority.



     “Distribution Payments” means any cash distribution or dividend by the Borrower to the
Limited Partner on, or in respect of any retirement, purchase, redemption, or other acquisition of,
any Equity Interests.



     “Dollars” and “$” means lawful money of the United States of America.



     “Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule 1.01(b) or such
other office of such Lender as such Lender may from time to time specify to the Borrower and the
Administrative Agent.



     “EBITDA” means, for the Limited Partner and its Subsidiaries on a Consolidated basis
for any period, (a) Net Income for such period plus (b) to the extent deducted in
determining Net Income, Interest Expense, taxes, depreciation, amortization and other noncash items
for such period plus (c) any net increase (or minus any net decrease) in deferred
revenue related to the satisfaction of any minimum revenue commitments by any contract
counterparties. EBITDA shall be calculated for each period, on a pro forma basis, after giving
effect to, without duplication, (x) any Acquisition or (y) any Capital Expansion Project (based on the percentage of completion of such Capital Expansion Project),
in each case, occurring during each period commencing on the first day of such period to and
including the date of such transaction or percentage of completion of such Capital Expansion
Project to be included in EBITDA, as the case may be (the “Reference Period”) and,
regardless of whether or not such acquired





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Property or Property under construction was operated during such Reference Period, as if
such Acquisition or Capital Expansion Project (based on the percentage of completion of such
Capital Expansion Project) occurred or was completed on the first day of the Reference Period. In
making the calculation contemplated by the preceding sentence, EBITDA generated or to be generated
by such acquired Person, by such acquired Property or by such Property under construction (based on
the percentage of completion of the applicable Capital Expansion Project) shall be determined in
good faith by the Borrower (or the Limited Partner on behalf of the Borrower) based on reasonable
assumptions; provided, however, that (A) at no one time may such pro forma
adjustments to EBITDA for Capital Expansion Projects exceed fifteen percent (15%) of the EBITDA for
the Limited Partner and its Subsidiaries on a Consolidated basis prior to such adjustment, (B) no
such pro forma adjustments shall be allowed unless, not less than thirty (30) days after the end of
such period, the Administrative Agent shall have received such written documentation as the
Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to
the Administrative Agent, supporting such pro forma adjustments, and (C) such pro forma adjustments
to EBITDA with respect to any Capital Expansion Project shall be reduced in future periods if such
Capital Expansion Project is not completed by, or if the estimated date by which such construction
to be completed is beyond, a date that is more than 90 days beyond the Scheduled Completion Date
for such Capital Expansion Project, such reduction to be reflected in the next Compliance
Certificate to be delivered to the Administrative Agent and the Lenders on or after the date such
Capital Expansion Project is not so completed or it is determined that such Capital Expansion
Project will not be so completed and to be in an amount equal to the product of (i) the applicable
percentage reduction rate relating to the number of days of delay as set forth below and (ii) the
amount of the pro forma EBITDA attributable to such Property:




	 	 	 
	Delay or estimated delay, whichever is greater	 	Applicable Percentage Reduction Rate
	> 90 days but ≤ 180 days
	 	25%
	> 180 days but ≤ 270 days
	 	50%
	> 270 days
	 	100%






     “Effective Date” means the date on which all of the conditions precedent set forth in
Section 3.01 have been satisfied or waived in accordance with Section 9.01.



     “Eligible Assignee” means any commercial bank or other financial institution approved
by the Administrative Agent and, if no Default or Event of Default shall have occurred and be
continuing, the Borrower, which approval in each case shall not be unreasonably withheld, delayed
or conditioned; provided, no Defaulting Lender nor any of its Affiliates shall be an
Eligible Assignee.



     “Energy Policy Act” means the Energy Policy Act of 1992, Pub.L. No. 102-486, 106 Stat.
2776 (codified as amended in scattered sections of 15, 16, 25, 20, 42 U.S.C.).



     “Environment” shall have the meaning set forth in CERCLA.



     “Environmental Claim” means any third party (including any Governmental Authority)
action, lawsuit, claim, demand, or proceeding, order, decree, consent agreement or written notice
of potential or actual responsibility or violation which seeks to impose liability under any
Environmental Law.



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     “Environmental Law” means all Legal Requirements arising from, relating to, or in
connection with the Environment, including without limitation CERCLA, or relating to: (a)
pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or
restoration of the air, surface water, groundwater, land surface or subsurface strata, or other
natural resources; (b) the safety or health (as it relates to exposure to Hazardous Substances) of
employees; or (c) the manufacture, processing, handling, transportation, distribution in commerce,
use, storage or disposal of, or exposure to, Hazardous Substances.



     “Environmental Permit” means any permit, license, order, approval or other
authorization under Environmental Law.



     “EPA” means the United States Environmental Protection Agency.



     “Equity Interest” means with respect to any Person, any shares, interests,
participation, or other equivalents (however designated) of corporate stock, membership interests
or partnership interests (or any other ownership interests) of such Person.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time-to-time.



     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Federal Reserve Board (or any successor), as in effect from time-to-time.



     “Eurodollar Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule 1.01(b)
(or, if no such office is specified, its Domestic Lending Office) or such other office of such
Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.



     “Eurodollar Rate” means, for the Interest Period for each Eurodollar Rate Advance
comprising the same Borrowing, the interest rate per annum reported by Bloomberg L.P. in its index
of rates (or any successor to or substitute for such index, providing rate quotations comparable to
those currently provided on such page of such index, as reasonably determined by the Administrative
Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar
deposits in the London interbank market) at approximately 11:00 a.m. (London, England time), two
Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits in
the approximate amount of such Eurodollar Rate Advance with a maturity comparable to such Interest
Period for such Eurodollar Rate Advance. In the event that such rate is not available at such time
for any reason, then the “Eurodollar Rate” with respect to such Eurodollar Rate Advance for such
Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered to prime banks by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market at approximately
11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest
Period.



     “Eurodollar Rate Advance” means an Advance which bears interest as provided in Section
2.07(b).



     “Eurodollar Rate Reserve Percentage” of any Lender for the Interest Period for any
Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if
more than one such percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so applicable) under
regulations issued from time-to-time by the Federal Reserve Board for determining the maximum reserve requirement (including,



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without limitation, any emergency, supplemental or other marginal reserve requirement)
for such Lender with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period.




     “Event of Default” has the meaning specified in Section 7.01.



     “Excluded Property” means the Properties described on Schedule 1.01(c)
attached hereto.



     “Excluded Subsidiaries” means (a) in the event of and upon the consummation of the
UNEV Acquisition, the UNEV JV, (b) any subsidiary of an Excluded Subsidiary so long as such
subsidiary is identified in writing to the Administrative Agent, and (c) any newly-formed or
acquired subsidiary that is identified in writing to the Administrative Agent as being established
as an “Excluded Subsidiary”; provided that, the Borrower and its Subsidiaries may not
establish or designate a subsidiary (“Proposed Excluded Subsidiary”) as an “Excluded
Subsidiary” pursuant to the preceding clauses (b) or (c) unless (i) the Borrower or Subsidiary
establishing or designating such Proposed Excluded Subsidiary owns less than all of the equity
interests of such Proposed Excluded Subsidiary, (ii) such Proposed Excluded Subsidiary is not
required to be a Guarantor under the terms of this Agreement, and (iii) no Default or Event of
Default shall occur before and after giving effect to the establishment or designation of such
Proposed Excluded Subsidiary and the related Investments therein. Excluded Subsidiaries will be
treated in the financial statements of the Borrower and its Subsidiaries in accordance with Section
1.03(b).



     “Excluded Taxes” has the meaning specified in Section 2.12(a).



     “Expiration Date” means, with respect to any Letter of Credit, the date on which such
Letter of Credit will expire or terminate in accordance with its terms.



     “FATCA” means the Foreign Account Tax Compliance Act of 2009, Sections 1471 through
1474 of the Code and any regulations or official interpretations thereof.



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for any such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it, with
the consent of the Borrower, which consent shall not be unreasonably withheld.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or
any of its successors.



     “Fee Letters” has the meaning specified in Section 2.06(b).



     “FERC” means the Federal Energy Regulatory Commission or any of its successors.



     “Fifth Amended and Restated Post-Closing Agreement” means that certain Fifth Amended
and Restated Post-Closing Agreement dated effective as of January 1, 2011 by and among the
Borrower, Roadrunner Pipeline, L.L.C., a Delaware limited liability company, HEP Pipeline, L.L.C.,
a Delaware limited liability company, and the Predecessor Administrative Agent.



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     “Final Maturity Date” means February 14, 2016; provided, the Final Maturity
Date shall mean September 1, 2014 in the event that, on or prior to such date, the 6.25% Senior
Notes have not been repurchased, defeased, refinanced, extended or repaid.



     “Finance Corp” means Holly Energy Finance Corp., a Delaware corporation.



     “Financial Statements” means the unaudited consolidated balance sheets of the Limited
Partner and its consolidated Subsidiaries for the fiscal quarter ended September 30, 2010, and the
related unaudited consolidated statements of income, operations, changes in partners’ capital,
retained earnings, and cash flows of the Limited Partner and its consolidated Subsidiaries for the
three months then ended, copies of which have been delivered to the Administrative Agent and the
Lenders.



     “Funded Debt” of any Person means (a) Debt of such Person as described in clauses (a),
(b), (d) and (e) of the definition of “Debt” in this Section 1.01 and (b) Debt of such Person as
described in clauses (h) and (i) of the definition of “Debt” in this Section 1.01 but only with
respect to the indebtedness referred to in clauses (a), (b), (d) and (e) of such definition.



     “Future Holdco” means a Subsidiary of the Borrower formed to hold an Equity Interest
in a joint venture (other than UNEV JV, the Joint Venture or Plains JV) pursuant to an Investment
made in accordance with Section 6.06(g).



     “Future JV” means a joint venture formed by a Future Holdco and one or more third
parties after the date of this Agreement in accordance with Section 6.06(g).



     “GAAP” means United States generally accepted accounting principles as in effect from
time to time, applied on a basis consistent with the requirements of Section 1.03.



     “General Partner” means HEP Logistics GP, L.L.C., a Delaware limited liability
company.



     “Governmental Authority” means any foreign governmental authority, the United States
of America, any state of the United States of America and any subdivision of any of the foregoing,
and any agency, department, commission, board, authority or instrumentality, bureau or court having
jurisdiction over any Lender, the Borrower, any Guarantor or any of their respective Properties.



     “Guarantor” means, as of the date of this Agreement, each of the Persons listed on
Schedule 1.01(d), and thereafter, (a) each of the present and future direct and indirect
Material Subsidiaries of the Limited Partner other than the Borrower and the Excluded Subsidiaries,
and (b) each direct obligor or guarantor of Permitted Note Debt. “Guarantors” means all
such guarantors collectively.



     “Guaranty” means the Amended and Restated Guaranty executed by each Guarantor, in
substantially the form of the attached Exhibit D, as such may be amended from time to time in
accordance with its terms, and “Guaranties” means all such Guaranties collectively.



     “Hazardous Substance” means the substances identified as such pursuant to CERCLA and
those regulated under any other Environmental Law, including without limitation pollutants,
contaminants, Hydrocarbons, radionuclides, wastes and radioactive materials.



     “HEP Logistics Holdings” means HEP Logistics Holdings, L.P., a Delaware limited
partnership.



     “Holly Logistic Services” means Holly Logistic Services, L.L.C., a Delaware limited
liability company.



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     “Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be
produced in conjunction therewith from a well bore and all products, by-products, and other
substances derived therefrom or the processing thereof, and all other minerals and substances
produced in conjunction with such substances, including, but not limited to, sulfur, geothermal
steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and
the products and proceeds therefrom.



     “Interest Coverage Ratio” means, for the Limited Partner and its Subsidiaries on a
Consolidated basis, as of the end of any fiscal quarter, the ratio of (a) EBITDA for the
four-fiscal quarter period then ended to (b) Interest Expense for the four-fiscal quarter period
then ended. To the extent that the EBITDA included in the calculation of the Interest Coverage
Ratio for any period shall include pro forma amounts in connection with the Acquisition of any
Person during such period, and in connection with such Acquisition any Debt is incurred or assumed
by the Limited Partner or any of its Subsidiaries, then Interest Expense shall also include pro
forma amounts with respect to the Debt so incurred or assumed for such four-fiscal quarter period
then ended.



     “Interest Expense” means, for a Person and its Subsidiaries determined on a
Consolidated basis, for any period, the total interest, letter of credit fees, and other fees
incurred in connection with any Debt for such period, whether paid or accrued, including, without
limitation, all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing, all as determined in conformity with GAAP.



     “Interest Period” means, for each Eurodollar Rate Advance comprising part of the same
Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any
Alternate Base Rate Advance into such an Advance and ending on the last day of the period selected
by the Borrower pursuant to the provisions below or by Section 2.02 and thereafter, each subsequent
period commencing on the last day of the immediately preceding Interest Period and ending on the
last day of the period selected by the Borrower pursuant to the provisions below or by Section
2.02. The duration of each such Interest Period shall be one, two, three or six months, or if
available to all Lenders, 7 days, 14 days or nine months, in each case as the Borrower may, upon
notice received by the Administrative Agent not later than 11:00 a.m. (Dallas, Texas time) on the
third Business Day prior to the first day of such Interest Period, select; provided,
however, that:




     (a) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day; provided that if such extension would cause the last
day of such Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business Day; and




     (b) any Interest Period which begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of the calendar month in
which it would have ended if there were a numerically corresponding day in such calendar
month.



     “Intermediate Products” means crude oil, gas oil, diesel, kerosene, casinghead,
naphtha, normal butane and isobutene, and other similar products.



     “Interstate Commerce Act” means the body of law commonly known as the Interstate
Commerce Act, Chapter 104, 24 Stat. 379 (codified as amended in scattered sections of 49 U.S.C.).



     “Investment” has the meaning set forth in Section 6.06.



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     “Issuing Bank” means Wells Fargo or any other Lender reasonably acceptable to the
Administrative Agent and Borrower that agrees in writing to be an Issuing Bank and that issues a
Letter of Credit hereunder, and any successor issuing bank pursuant to Section 8.06.



     “Joint Venture” means the joint venture created pursuant to the terms of the Joint
Venture Agreement dated as of April 27, 1977 by and between Support Terminals Operating
Partnership, L.P., a Delaware limited partnership, the successor in interest to Support Terminal
Services, Inc., a Delaware corporation, the successor in interest to Standard Transmission, a
division of Cleary Petroleum Corporation, and Navajo Refining Company, as amended.



     “Legal Requirement” means any law, statute, ordinance, decree, requirement, order,
judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms
of any license or permit issued by, any Governmental Authority, including, but not limited to,
Regulations D, T, U and X.



     “Lender” means a party to this Agreement that (a) became a party hereto as a lender
on the date hereof or (b) is an Eligible Assignee or an Approved Affiliate that became a party
hereto pursuant to Sections 2.14, 2.15 or 9.06.



     “Lender Hedging Agreement” means (a) a Swap Contract between the Borrower, any
Guarantor or any of their Subsidiaries and a counterparty that, at the time that such Swap Contract
was entered into, was a Lender or an Affiliate of a Lender; and (b) a Swap Contract between the
Borrower, any Guarantor or any of their Subsidiaries and a counterparty which Swap Contract is in
existence at the time such counterparty (or an Affiliate thereof) becomes a Lender. In addition,
for the avoidance of doubt, all Swap Contracts in existence on the Effective Date between the
Borrower, any Guarantor or any of their Subsidiaries and any Lender or any Affiliate of a Lender
shall constitute Lender Hedging Agreements.



     “Letter of Credit” means, individually, any letter of credit issued by an Issuing Bank
which is subject to this Agreement and “Letters of Credit” means all such letters of credit
collectively.



     “Letter of Credit Application” means an Issuing Bank’s standard form letter of credit
application for a standby letter of credit which has been executed by the Borrower and accepted by
the applicable Issuing Bank in connection with the issuance of a Letter of Credit.



     “Letter of Credit Documents” means all Letters of Credit, Letter of Credit
Applications, and agreements, documents, and instruments entered into in connection with or
relating thereto.



     “Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn
maximum face amount of each Letter of Credit at such time, plus (b) the aggregate unpaid
amount of all Reimbursement Obligations at such time.



     “Letter of Credit Obligations” means any obligations of the Borrower under this
Agreement in connection with the Letters of Credit, including the Reimbursement Obligations.



     “Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest,
encumbrance or other type of preferential arrangement to secure or provide for the payment of any
obligation of any Person, whether arising by contract, operation of law or otherwise (including, without
limitation, the interest of a vendor or lessor under any conditional sale agreement, Capital Lease
or other title retention agreement).




	 	 	“Limited Partner” means Holly Energy Partners, L.P., a Delaware limited partnership.





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     “Liquid Investments” means (a) securities issued or fully guaranteed or insured by the
United States Government or any agency thereof and backed by the full faith and credit of the
United States having maturities of not more than twenty-four (24) months from the date of
acquisition; (b) corporate and bank debt of an issuer rated at least A- (or then equivalent grade,
in each case with stable outlook) by S&P and A3 (or then equivalent grade, in each case with stable
outlook) by Moody’s at the time of acquisition and having maturities of not more than twenty-four
(24) months from the date of acquisition; (c) certificates of deposit, time deposits, Eurodollar
time deposits, or bankers’ acceptances, having in each case a tenor of not more than twenty-four
(24) months from the date of acquisition, issued by any U.S. commercial bank or any branch or
agency of a non-U.S. commercial bank licensed to conduct business in the United States having
combined capital and surplus of not less than $500,000,000 whose long term securities are rated at
least A- (or then equivalent grade, in each case with stable outlook) by S&P and A3 (or then
equivalent grade, in each case with stable outlook) by Moody’s at the time of acquisition; (d)
commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s at the time of
acquisition, or guaranteed by a letter of credit issued by a financial institution meeting the
requirements in (c) and in either case having a tenor of not more than 270 days; (e) taxable and
tax-exempt municipal securities rated at least A (or then equivalent grade) by S&P and A2 (or then
equivalent grade) by Moody’s, including municipal securities, having maturities of not more than
twenty-four (24) months from the date of acquisition; (f) repurchase agreements relating to any of
the investments listed in clauses (a) through (e) above with a market value at least equal to the
consideration paid in connection therewith, with any Person who regularly engages in the business
of entering into repurchase agreements and has a combined capital and surplus of not less than
$500,000,000 whose long term securities are rated at least A- (or then equivalent grade) by S&P and
A3 (or then equivalent grade) by Moody’s at the time of acquisition; (g) asset-backed securities
having as the underlying asset securities issued or guaranteed by the Federal Home Loan Mortgage
Corporation or the Federal National Mortgage Association rated at least A- (or then equivalent
grade, in each case with stable outlook) by S&P and A3 (or then equivalent grade, in each case with
stable outlook) by Moody’s at the time of acquisition and having maturities of not more than
twenty-four (24) months from the date of acquisition; and (h) money market mutual or similar funds
having assets in excess of $100,000,000, at least 95% of the assets of which are comprised of
assets specified in clauses (a), (c), (d) and (e) above.



     “Majority Lenders” means, at any time, Lenders holding at least fifty-one percent
(51%) of the then aggregate unpaid principal amount of the Notes held by the Lenders and the Letter
of Credit Exposure of the Lenders at such time; provided that if no such principal amount
or Letter of Credit Exposure is then outstanding, “Majority Lenders” shall mean Lenders
having at least fifty-one percent (51%) of the aggregate amount of the Commitments at such time.
For purposes of this Agreement and the other Credit Documents, Defaulting Lenders shall be excluded
for purposes of making a determination of Majority Lenders.



     “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
financial condition, operations or properties of (i) the Borrower, the Limited Partner, the General
Partner, and their respective Subsidiaries taken as a whole, or (ii) the Parent and its
Subsidiaries (other than the Limited Partner and its Subsidiaries), taken as a whole, (b) the
ability of the Borrower, the Limited Partner, or the General Partner or any of their respective
Subsidiaries to perform its or their, as applicable, obligations under any Credit Document to which
it is a party, or (c) the validity or enforceability of any of the Credit
Documents or the rights or remedies of the Lenders or the Administrative Agent under any of
the Credit Documents.



     “Material Contracts” means, collectively, any material documents, agreements or
instruments (a) to which the Borrower or any of its Subsidiaries or any Guarantor is a party, (b)
which are not cancelable by such party upon notice of thirty (30) days or less without liability
for further payment other than



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nominal penalty and (c) which, if terminated or cancelled, could
reasonably be expected to have a Material Adverse Effect.




     “Material Collateral Threshold” means assets which in the aggregate represent less
than ten percent (10%) of Borrower’s Consolidated (excluding Excluded Subsidiaries) Net Tangible
Assets and less than ten percent (10%) of Borrower’s Consolidated (excluding Excluded
Subsidiaries) EBITDA.



     “Material Subsidiary” means a direct or indirect Subsidiary of the Limited Partner
which individually or in aggregate represent more than five percent (5%) of Borrower’s Consolidated
(excluding Excluded Subsidiaries and their subsidiaries) Net Tangible Assets or more than five
percent (5%) of Borrower’s Consolidated (excluding Excluded Subsidiaries and their subsidiaries)
EBITDA, and “Material Subsidiaries” means all such Material Subsidiaries collectively.



     “Maximum Rate” means the maximum nonusurious interest rate under applicable law.



     “MLP Partnership Agreement” means that certain First Amended and Restated Agreement of
Limited Partnership of Holly Energy Partners, L.P. dated as of July 13, 2004 among HEP Logistics
Holdings, Parent and the other limited partners party thereto, as amended by Amendment No.1 dated
as of February 28, 2005, as amended by Amendment No. 2 dated as of July 6, 2005, and as amended by
Amendment No. 3 dated as of April 11, 2008, as the same may be amended, modified or supplemented in
accordance with the terms of Section 6.09.



     “Non-Consenting Lender” has the meaning specified in Section 9.01.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Mortgages” means, collectively, each of the mortgages or deeds of trust executed by
the Borrower, any Guarantor or any of their Subsidiaries in favor of the Administrative Agent for
its benefit and the ratable benefit of the Lenders and Affiliates of Lenders with respect to
Banking Service Obligations and Lender Hedging Agreements or any amendments thereto in
substantially the form of the attached Exhibit E or such other form reasonably acceptable to the
Administrative Agent and the mortgagor party thereto, as the same may be amended, modified or
supplemented from time-to-time.



     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA.



     “Navajo Refining Company” means Navajo Refining Company, L.L.C., a Delaware limited
liability company and the successor in interest to Navajo Refining Company, L.P.



     “Net Income” means, for any period for which such amount is being determined, the
Consolidated net income of a Person and its Subsidiaries, as determined in accordance with GAAP
consistently applied, excluding, however, any net gain or loss from extraordinary or non-recurring
items, including but not limited to any net gain or loss during such period arising from the sale,
exchange, or other disposition of capital assets other than in the ordinary course of business.



     “Net Tangible Assets” means, the total assets of a Person, minus any intangible assets
such as goodwill, patents and trademarks less all liabilities of such Person and the par value of
any preferred equity.



     “New Lender Agreement” means a New Lender Agreement, substantially in the form of the
attached Exhibit F, among the Borrower, the Administrative Agent, and a new financial institution
making a Commitment pursuant to Section 2.14 of this Agreement.



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     “Non-U.S. Lender” has the meaning specified in Section 2.12(c).



     “Note” means a promissory note of the Borrower payable to the order of any Lender, in
substantially the form of the attached Exhibit G, evidencing indebtedness of the Borrower to such
Lender resulting from Advances owing to such Lender.



     “Notice of Borrowing” means a notice of borrowing in substantially the form of the
attached Exhibit H signed by a Responsible Officer.



     “Notice of Conversion or Continuation” means a notice of conversion or continuation in
substantially the form of the attached Exhibit I signed by a Responsible Officer.



     “Obligations” means (a) the principal, interest, fees, Letter of Credit commissions,
charges, expenses, attorneys’ fees and disbursements, indemnities and any other amounts payable by
the Borrower and the Guarantors to the Administrative Agent, the Issuing Banks and the Lenders
under the Credit Documents, including without limitation, the Letter of Credit Obligations and (b)
any amount in respect to any of the foregoing that the Administrative Agent, any Issuing Bank or
any Lender, in its sole discretion, elects to pay or advance on behalf of the Borrower or any
Guarantor after the occurrence and during the continuance of an Event of Default. In addition, all
references to the “Obligations” in the Security Documents and in Sections 2.16 and 7.05 of
this Agreement shall, in addition to the foregoing, also include all present and future
indebtedness, liabilities, and obligations (and all renewals and extensions thereof or any part
thereof) now or hereafter owed to any Lender or any Affiliate of a Lender arising pursuant to any
Lender Hedging Agreement and all Banking Service Obligations.



     “Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement
dated as of March 31, 2010 by and among the Borrower, the Parent, the Limited Partner, the General
Partner, Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P.,
the other Holly Entities (as defined therein) party thereto, and the other Partnership Entities (as
defined therein) party thereto, as amended, modified or supplemented from time to time in
accordance with Section 6.09.



     “Other Taxes” has the meaning specified in Section 2.12(a).



     “Parent” means Holly Corporation, a Delaware corporation.



     “Parent Credit Facility” means the Amended and Restated Credit Agreement dated as of
April 9, 2009 among the Parent, the financial institutions party thereto, and Bank of America,
N.A., as administrative agent for such financial institutions, as the same may be amended,
modified, restated or supplemented from time to time.



     “Partners” means the General Partner and the Limited Partner.



     “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.



     “Permitted Liens” has the meaning set forth in Section 6.01.



     “Permitted Note Debt” means (i) the 6.25% Senior Notes, (ii) the 8.25% senior notes
due 2018 issued by the Limited Partner and Finance Corp, and (iii) Debt in connection with
unsecured senior notes issued by the Limited Partner, Finance Corp or any of their wholly owned
Subsidiaries; provided that (a) after giving effect to the issuance of such notes,
there would be no Default under this Agreement, (b) such



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notes’ scheduled maturity is no earlier than May 16, 2016, (c) the weighted average life of such notes is greater than the weighted average
life of the Notes, and (d) no indenture or other agreement governing such notes contains financial
maintenance covenants or other covenants or events of default that are materially more restrictive
on the Limited Partner or any of its Subsidiaries than those contained in this Agreement.




     “Person” means an individual, partnership, corporation (including a business trust),
limited liability partnership, limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof or any trustee, receiver, custodian or similar official.



     “Pipeline Systems” means (a) the Refined Products pipelines, crude and gathering lines
and the Intermediate Products Pipelines that are owned or leased by Borrower or any of its
Subsidiaries and that are used by Borrower and its Subsidiaries in the Business, and (b) any other
pipelines owned or leased by the Borrower or any Subsidiary of the Borrower that are used in the
Business.



     “Pipelines and Terminals Agreement” means:




     (i) the Pipeline Systems Operating Agreement, dated as of February 8, 2010, by and
between Navajo Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company,
L.L.C., Holly Refining & Marketing — Tulsa LLC, and the Borrower, as operator;




     (ii) the Amended and Restated Intermediate Pipelines Agreement, dated as of June 1,
2009, by and between the Parent, Navajo Refining Company, L.L.C., the Limited Partner, the
Borrower, HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P.,
Holly Logistic Services, L.L.C., and the General Partner;




     (iii) the Pipelines and Tankage Agreement, dated as of February 29, 2008, by and among
the Parent, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods Cross Refining
Company, L.L.C., the Limited Partner, the Borrower, HEP Pipeline, LLC, and HEP Woods Cross,
L.L.C.;




     (iv) the Amended and Restated Refined Product Pipelines and Terminals Agreement, dated
as of December 1, 2009, by and among Navajo Refining Company, L.L.C., Holly Refining &
Marketing Company — Woods Cross, the Borrower, HEP Pipeline Assets, Limited Partnership,
HEP Pipeline, 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.;




     (v) the Amended and Restated Crude Pipelines and Tankage Agreement, dated as of
December 1, 2009, by and between Navajo Refining Company, L.L.C., Holly Refining &
Marketing Company — Woods Cross, Holly Refining & Marketing Company, the Borrower, HEP
Pipeline, LLC, HEP Woods Cross, L.L.C.;




     (vi) the Pipeline Throughput Agreement (Roadrunner), dated as of December 1, 2009, by
and between Navajo Refining Company, L.L.C. and the Borrower;




     (vii) the Gas Transportation Agreement dated as of March 1, 2009, by and between the
Borrower and Navajo Refining Company, L.L.C.;



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     (viii) the Loading Rack Throughput Agreement (Lovington) dated as of March 31, 2010, by
and between the Navajo Refining Company, L.L.C. and Holly Energy Storage-Lovington LLC; and




     (ix) the Pipelines and Terminals Agreement dated as of July 13, 2004, by and among the
Parent, Navajo Refining Company, L.P., Holly Refining and Marketing Company, the Limited
Partner, HEP Operating Company, L.P., as predecessor in interest to the Borrower, and the
General Partner.




each, as amended, modified or supplemented from time to time in accordance with Section
6.09.



     “Plains Holdco” means the Subsidiary of the Borrower formed to hold the Borrower’s
Equity Interests in the Plains JV.



     “Plains JV” means the joint venture company formed to own the Plains Project.



     “Plains Project” means the joint venture with Plains All American Pipeline, L.P. and,
if applicable, certain other joint venture partners, which owns an approximately 95-mile intrastate
pipeline system for the shipment of crude oil from Wyoming and Utah into the Salt Lake City, Utah
area.



     “Plan” means an employee benefit plan maintained for employees of the Borrower or any
member of the Controlled Group and covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code.



     “Pledge Agreement” means an Amended and Restated Pledge Agreement among the Borrower,
any Guarantor and the Administrative Agent in substantially the form of the attached Exhibit J, as
it may be amended, modified or supplemented from time to time, and “Pledge Agreements”
means all such Pledge Agreements collectively.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its principal U.S. office; each change
in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective. Such rate is set by the Administrative Agent as a general reference rate of
interest, taking into account such factors as the Administrative Agent may deem appropriate; it
being understood that many of the Administrative Agent’s commercial or other loans are not priced
in relation to such rate, that it is not necessarily the lowest or best rate actually charged to
any customer and that the Administrative Agent may make various commercial or other loans at rates
of interest having no relationship to such rate.



     “Property” of any Person means any property or assets (whether real, personal, or
mixed, tangible or intangible) of such Person.



     “Pro Rata Share” means, at any time with respect to any Lender with a Commitment,
either (a) the ratio (expressed as a percentage) of such Lender’s Commitment at such time to the
aggregate Commitments at such time or (b) if such Lender’s Commitment has been terminated, the
ratio (expressed as a percentage) of such Lender’s aggregate outstanding Advances plus such
Lender’s Letter of Credit Exposure at such time to the sum of the outstanding Advances plus
the Letter of Credit Exposure of all the Lenders at such time.



     “Refined Products” means gasoline, diesel fuel, jet fuel, liquid petroleum gases,
asphalt and asphalt products, and other refined petroleum products.



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     “Register” has the meaning set forth in paragraph (c) of Section 9.06.



     “Regulations D, T, U, and X” means Regulations D, T, U, and X of the Federal Reserve
Board, as each of the same is from time-to-time in effect, and all official rulings and
interpretations thereunder or thereof.



     “Reimbursement Obligations” means all of the obligations of the Borrower and the
Guarantors to reimburse an Issuing Bank for amounts paid by such Issuing Bank under Letters of
Credit as established by the Letter of Credit Applications and Section 2.13(d).



     “Release” shall have the meaning set forth in CERCLA or under any other Environmental
Law.



     “Response” shall have the meaning set forth in CERCLA or under any other Environmental
Law.



     “Responsible Officer” means the Chief Executive Officer, President, Chief Financial
Officer, any Senior Vice President, any Vice President, Treasurer or Assistant Treasurer of the
General Partner.



     “Restricted Payment” means (a) the making by the Borrower of any direct or indirect
dividends or other distributions (in cash, Property, or otherwise), on or in respect of, or any
direct or indirect payment of any kind or character in consideration for or otherwise in connection
with any retirement, purchase, redemption, or other acquisition of, any Equity Interests of the
Borrower, other than dividends payable in the Borrower’s Equity Interest or (b) the making by the
Borrower or any of its Subsidiaries of any principal or interest payments (in cash, Property or
otherwise) on, or redemptions of, any subordinated debt of the Borrower or any of its Subsidiaries.



     “Revolver Termination Date” means the earlier of (a) the Final Maturity Date and (b)
the acceleration of the maturity of the Advances and the termination of the Lender’s obligations to
provide Advances pursuant to Article VII.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.



     “Scheduled Completion Date” means, with respect to any Capital Expansion Project, the
date indicated as the Borrower’s or any Subsidiary’s good faith estimate of the scheduled date of
the completion of such Capital Expansion Project in the first Compliance Certificate delivered to
the Administrative Agent and the Lenders pursuant to Sections 5.06(b) or 5.06(c) which includes the
first calculation of pro forma EBITDA for such Capital Expansion Project.



     “SEC” means the United States Securities and Exchange Commission.



     “Security Agreement” means an Amended and Restated Security Agreement among the
Borrower, the Guarantors and the Administrative Agent in substantially the form of the attached
Exhibit K, as it may be amended, modified or supplemented from time to time, and “Security
Agreements” means all such Security Agreements collectively.



     “Security Documents” means, collectively, (a) the Pledge Agreements, (b) the Security
Agreements, (c) the Mortgages, (d) each other agreement, amendment, supplement, acknowledgement,
instrument or other document executed at any time in connection with the Pledge Agreements, the
Security Agreements or the Mortgages, and (e) each other agreement, instrument or document executed
at any time in connection with securing the Obligations.



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     “Senior Debt” means, as of any date of determination, for the Limited Partner and its
Subsidiaries on a Consolidated basis, without duplication, as of the end of any fiscal quarter, the
Funded Debt for the Limited Partner and its Subsidiaries on a Consolidated basis minus any
unsecured Funded Debt, in each case as of the end of such fiscal quarter.



     “Senior Leverage Ratio” means, for the Limited Partner and its Subsidiaries on a
Consolidated basis, as of the end of any fiscal quarter, the ratio of (a) Senior Debt for the
Limited Partner and its Subsidiaries on a Consolidated basis as of the end of such fiscal quarter
to (b) EBITDA for the four-fiscal quarter period then ended.



     “6.25% Senior Notes” means, the 6.25% senior notes due March 1, 2015 issued by the
Limited Partner and Finance Corp.



     “State Pipeline Regulatory Agencies” means, collectively, the Railroad Commission of
Texas, the New Mexico Public Regulation Commission, the Idaho Public Utilities Commission, any
similar Governmental Authorities in other jurisdictions, and any successor Governmental Authorities
of any of the foregoing.



     “Subsidiary” means, with respect to any Person, any other Person, a majority of whose
outstanding Voting Securities is at the time directly or indirectly owned by such Person, by such
Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person;
provided that, for purposes of this Agreement and the other Credit Documents, the
Excluded Subsidiaries shall not be considered Subsidiaries of the Borrower and shall be accounted
for in the financial statements of the Borrower and its Subsidiaries in accordance with Section
1.03(b).



     “Swap Contract” means (a) any and all interest rate swap transactions, interest rate
protection agreements, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement.



     “Taxes” has the meaning specified in Section 2.12(a).



     “Terminals” means, collectively, (a) the Refined Products terminals and the
Intermediate Products terminals owned in whole or in part by the Borrower or any of its
Subsidiaries that are used in the Business and are integrated with the Pipeline Systems or serve
third-party common carrier pipelines or a third-party, and (b) any other terminals, tankage, truck
loading racks and loading racks owned or leased by the Borrower or any of its Subsidiaries that are
used in the Business.



     “Termination Event” means (a) a Reportable Event described in Section 4043 of ERISA
and the regulations issued thereunder (other than a Reportable Event not subject to the provision
for 30-day notice to the PBGC under such regulations), (b) the withdrawal of the Borrower or any of
its Affiliates from a



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Plan during a plan year in which it was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of
proceedings to terminate a Plan by the PBGC, or (e) any other event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.




     “Texas Intrastate Pipelines” has the meaning set forth in Section 4.18(b).



     “Third Party Consent Limitation” shall mean that if, any right of way, easement, lease
or sublease, servitude, permit, license, or other instrument granting Borrower or any Subsidiary a
possessory right to use or occupy any real property owned by a third party prohibits or requires
the consent of such third party as a condition to the creation of any security interest in or
Mortgage on Borrower’s or the applicable Subsidiary’s interest in such instrument, whether
expressly within such instrument or by operation of law, and such consent has not been obtained,
then Borrower or the applicable Subsidiary shall not be deemed to have granted, nor be required to
grant, a security interest in or Mortgage on and to Borrower’s or the applicable Subsidiary’s
interest in such instrument; provided, that, if at any time the grant of a security
interest in or Mortgage on any such instrument shall no longer be prohibited or consent to the
creation of a security interest or Mortgage therein has been obtained, then Borrower or the
applicable Subsidiary shall at such time be deemed to have granted a security interest in or
Mortgage on such instrument; provided further, that, unless and until the consent to the creation
of security interest is obtained, Borrower or the applicable Subsidiary shall, to the extent it may
do so at law or pursuant to the provisions of the applicable instrument, hold all benefit to be
derived from such instruments in trust for the Administrative Agent as additional security for
payment of the obligations described therein as being secured thereby; provided,
further, that in the case of any such instrument that is material to the business
of Borrower or the applicable Subsidiary, it will use commercially reasonable efforts to obtain the
necessary third-party consent to the granting of the security interest or Mortgage (but be required
to use such commercially reasonable efforts for a period of 90 days following the granting of a
Mortgage on related instruments for the same Pipeline System or Terminal asset(s)), and upon
obtaining such consent, the instrument will constitute Collateral; and provided,
further, that in no event, regardless of whether any such instrument permits or
prohibits the granting of a security interest in or Mortgage on such instrument, will Borrower or
any applicable Subsidiary be required to obtain any consent from the counter-party to such
instrument that would permit in advance the assignment of any such instrument following or in
connection with a foreclosure or similar action by Administrative Agent on its security interest in
or Mortgage on such instrument.



     “Total Leverage Ratio” means, for the Limited Partner and its Subsidiaries on a
Consolidated basis, as of the end of any fiscal quarter, the ratio of (a) Funded Debt for the
Limited Partner and its Subsidiaries on a Consolidated basis as of the end of such fiscal quarter
to (b) EBITDA for the four-fiscal quarter period then ended.



     “Type” has the meaning set forth in Section 1.04.



     “UCC” means the “Uniform Commercial Code” as the same may be in effect, from time to
time, in any state in which attachment, perfection, or priority of a security interest in
Collateral is governed by the law of such state.



     “UNEV Acquisition” means the acquisition of Parent’s Equity Interests in UNEV JV.



     “UNEV Holdco” means the Subsidiary of the Borrower formed to hold the Borrower’s
Equity Interests in UNEV JV.



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     “UNEV JV” means the joint venture company formed to own the UNEV Project.



     “UNEV Project” means the joint venture with one or more third party joint venture
partners which will own an approximately 400-mile Refined Products pipeline from Salt Lake City,
Utah to Las Vegas, Nevada.



     “USA Patriot Act” means the Uniting And Strengthening America By Providing Appropriate
Tools Required To Intercept And Obstruct Terrorism Act of 2001.



     “Voting Securities” means (a) with respect to any corporation, capital stock of the
corporation having general voting power under ordinary circumstances to elect directors of such
corporation (irrespective of whether at the time stock of any other class or classes shall have or
might have special voting power or rights by reason of the happening of any contingency), (b) with
respect to any partnership, any partnership interest or other ownership interest having general
voting power to elect the general partner or other management of the partnership or other Person,
and (c) with respect to any limited liability company, membership certificates or interests having
general voting power under ordinary circumstances to elect managers of such limited liability
company.



     “Wells Fargo” means Wells Fargo Bank, N.A. and its successors.



     “Withholding Agent” means the Borrower, any Guarantor or the Administrative Agent.



     Section 1.02. Computation of Time Periods. In the Credit Documents in the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.



     Section 1.03. Accounting Terms; Changes in GAAP.



     (a) All accounting terms not specifically defined in this Agreement shall be
construed in accordance with GAAP applied on a consistent basis with those applied in the
preparation of the latest financial statements furnished to the Lenders hereunder (which prior to
the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial
Statements).



     (b) Unless otherwise indicated, all financial statements of the Borrower and its
Subsidiaries, all calculations for compliance with covenants in this Agreement and all calculations
of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the
consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent
with the principles applied in the preparation of the latest financial statements furnished to the
Lenders hereunder which, prior to the delivery of the first financial statements under Section 5.06
hereof, shall mean the Financial Statements (it being understood that the Excluded Subsidiaries shall not be consolidated with the Borrower
and its Subsidiaries for purposes of calculating compliance with any financial covenants set forth
in this Agreement but any amounts distributed by the Excluded Subsidiaries to the Borrower or any
Subsidiary of the Borrower may be included in any such calculation to the extent such distributed
amounts are so received by the Borrower or such Subsidiary).



     (c) If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Credit Document, and either the Borrower or the Majority
Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in
good faith to amend such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (subject to the approval of the Majority Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the



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Borrower shall provide to the Administrative Agent and, as applicable, the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such
change in GAAP.




     Section 1.04. Types of Advances and Borrowings. Advances are distinguished by “Type.”
The “Type” of an Advance refers to the determination whether such Advance is a Eurodollar Rate
Advance or Alternate Base Rate Advance.



     Section 1.05. Miscellaneous. Article, Section, Schedule and Exhibit references are to
Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.



ARTICLE II




CREDIT FACILITIES



     Section 2.01. Making the Advances.



     (a) Advances. Each Lender having a Commitment severally agrees, on the
terms and conditions set forth in this Agreement, to make Advances to the Borrower from time to
time on any Business Day during the period from the date of this Agreement until the Revolver
Termination Date in an aggregate outstanding amount up to but not to exceed at any time outstanding
its Commitment, as such amount may be reduced pursuant to Section 2.03, 7.02, and 7.03 or increased
pursuant to Section 2.14; provided, however that the aggregate outstanding
principal amount of all Advances plus the aggregate Letter of Credit Exposure shall not at
any time exceed the aggregate Commitments.



     (b) Generally. Each Borrowing shall, in the case of Borrowings consisting
of Alternate Base Rate Advances, be in an aggregate amount not less than $500,000 and in integral
multiples of $100,000 in excess thereof (except any Borrowing of Alternate Base Rate Advances may
be in an amount equal to the availability at such time), and in the case of Borrowings consisting
of Eurodollar Rate Advances, be in an aggregate amount not less than $1,000,000 or in integral
multiples of $500,000 in excess thereof, and in each case shall consist of Advances of the same
Type made on the same day by the Lenders ratably according to their respective Commitments. Within
the limits of each Lender’s Commitment, and subject to the terms of this Agreement, the Borrower
may from time to time borrow, prepay, and reborrow Advances.



     (c) Notes. The indebtedness of the Borrower to each Lender resulting from
the Advances owing to such Lender shall be evidenced by a Note of the Borrower payable to such
Lender.



     Section 2.02. Method of Borrowing.



     (a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing
(or by telephone notice promptly confirmed in writing by a Notice of Borrowing), given not later
than 11:00 a.m. (Dallas, Texas time) (i) on the third Business Day before the date of the proposed
Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances or (ii) on the Business
Day of the proposed Borrowing, in the case of a Borrowing comprised of Alternate Base Rate
Advances, by the Borrower to the Administrative Agent, which shall in turn give to each Lender
prompt notice of such proposed Borrowing by hand delivery, telecopier, telex, e-mail, or other
electronic transmission. Each Notice of Borrowing shall be given by hand delivery, telecopier,
telex, e-mail, or other electronic transmission, confirmed in writing to the extent requested, or
other written notice specifying the



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information required therein. In the case of a proposed
Borrowing comprised of Eurodollar Rate Advances, the Administrative Agent shall promptly notify
each Lender of the applicable interest rate under Section 2.07(b). Each Lender shall, before 12:00
p.m. (Dallas, Texas time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.02,
or such other location as the Administrative Agent may specify by notice to the Lenders, in same
day funds, such Lender’s Pro Rata Share of such Borrowing. Subject to Section 2.02(e), after the
Administrative Agent’s receipt of such funds and upon fulfillment (or waiver in writing) of the
applicable conditions set forth in Article III, the Administrative Agent shall make such funds
available to the Borrower at its account with the Administrative Agent or to any other account
designated by the Borrower in writing.




     (b) Conversions and Continuations. The Borrower may elect to Convert or
continue any Borrowing under this Section 2.02 by delivering an irrevocable Notice of Conversion or
Continuation to the Administrative Agent at the Administrative Agent’s office no later than 11:00
a.m. (Dallas, Texas time) (i) on the date which is at least three Business Days in advance of the
proposed Conversion or continuation date in the case of a Conversion to or a continuation of a
Borrowing comprised of Eurodollar Rate Advances and (ii) on the Business Day of the proposed
conversion date in the case of a Conversion to a Borrowing comprised of Alternate Base Rate
Advances. Each such Notice of Conversion or Continuation shall be in writing and shall be given by
hand delivery, telecopier, telex, e-mail, or other electronic transmission, confirmed in writing to
the extent requested, or other written notice specifying the information required therein.
Promptly after receipt of a Notice of Conversion or Continuation under this Section, the
Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion
to or a Continuation of a Borrowing comprised of Eurodollar Rate Advances, notify each Lender of
the applicable interest rate under Section 2.07(b).



     (c) Certain Limitations. Notwithstanding anything in paragraphs 2.02(a) and
2.02(b) above:



          (i) at no time shall there be more than ten (10) Interest Periods applicable to
outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for
any Borrowing at any time that an Event of Default has occurred and is continuing;




          (ii) if any Lender shall, at least one Business Day before the date of any requested
Borrowing, Conversion or continuation, notify the Administrative Agent and the Borrower that the
introduction of or any change in or in the interpretation of any law or regulation makes it
unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for
such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to
make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, the right of the
Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender
shall notify the Administrative Agent and the Borrower that the circumstances causing such suspension no longer exist, and the
Advance made by such Lender in respect of such Borrowing, Conversion or continuation shall be an
Alternate Base Rate Advance;




          (iii) if the Administrative Agent is unable to determine in good faith the
Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the
Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing
shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist, and each Advance comprising such
Borrowing shall be an Alternate Base Rate Advance;




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          (iv) if the Majority Lenders shall, at least one Business Day before the date of any
requested Borrowing, notify the Administrative Agent and the Borrower that the Eurodollar Rate for
Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such
Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for
such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or
for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each
Advance comprising such Borrowing shall be an Alternate Base Rate Advance;




          (v) if the Borrower delivers a Notice of Conversion or Continuation to the
Administrative Agent but fails to select the duration of any Interest Period for any Eurodollar
Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in
Section 1.01 and paragraph 2.02(b) above, the Administrative Agent shall so notify the Borrower and
the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing
as Eurodollar Rate Advances or, if an existing Advance, Converted into Eurodollar Rate Advances, in
each case with an Interest Period equal to one month; and




          (vi) if the Borrower fails to deliver a Notice of Conversion or Continuation to the
Administrative Agent with respect to any Eurodollar Rate Advance in accordance with Section
2.02(b)(i) hereof, such Eurodollar Rate Advances shall, at the end of the applicable Interest
Period, be Converted into Alternate Base Rate Advances.




     (d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion
or Continuation, once delivered, shall be irrevocable and binding on the Borrower. In the case of
any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Lender against any loss, reasonable out-of-pocket cost
or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or
before the date specified in such Notice of Borrowing, the applicable conditions set forth in
Article III that are not otherwise waived in writing, including, without limitation, any loss
(including any loss of anticipated profits), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made
by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not
made on such date.



     (e) Administrative Agent Reliance. Unless the Administrative Agent shall
have received notice from a Lender before the date of any Borrowing that such Lender shall not make
available to the Administrative Agent such Lender’s Pro Rata Share of the Borrowing, the
Administrative Agent may assume that such Lender has made its Pro Rata Share of such Borrowing
available to the Administrative Agent on the date of such Borrowing in accordance with Section
2.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so made its Pro Rata
Share of such Borrowing available to the Administrative Agent, such Lender and the Borrower
severally agree to immediately repay to the Administrative Agent on demand such corresponding
amount, together with interest on such amount, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i)
in the case of the Borrower, the interest rate applicable on such day to Advances comprising such
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for such day. If such Lender
shall repay to the Administrative Agent such corresponding amount and interest as provided above,
such corresponding amount so repaid shall constitute such Lender’s Advance as part of such
Borrowing for purposes of this Agreement even though not made on the same day as the other Advances
comprising such Borrowing.



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     (f) Lenders’ Obligations Several. The failure of any Lender to make the
Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, to make its Advance on the date of such Borrowing. No Lender shall be
responsible for the failure of any other Lender to make the Advance to be made by such other Lender
on the date of any Borrowing.



     Section 2.03. Reduction of the Commitments.



     (a) The Borrower shall have the right, upon at least three Business Days’ notice to
the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the
Commitment; provided that each partial reduction shall be in the aggregate amount of
$1,000,000 or in integral multiples of $500,000 in excess thereof. Each notice delivered by the
Borrower pursuant to this Section 2.03 shall be irrevocable; provided that a notice of
termination of the Commitments delivered by the Borrower in connection with a refinancing or a sale
may state that such notice is conditioned upon the effectiveness of other credit facilities or such
sale agreement, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied.



     (b) Except as provided in the immediately preceding sentence, any reduction and
termination of the Commitments pursuant to this Section 2.03 shall be applied ratably to each
Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such
Commitments and the commitment fees provided for in Section 2.06(a) shall thereafter be computed on
the basis of the Commitments as so reduced.



     Section 2.04. Prepayment of Advances.



     (a) Optional. The Borrower may prepay Advances, after giving by 11:00 a.m.
(Dallas, Texas time) (i) in the case of Eurodollar Rate Advances, at least three Business Days’ or
(ii) in case of Alternate Base Rate Advances, at least one Business Day’s, irrevocable prior
written notice to the Administrative Agent stating the proposed date and aggregate principal amount
of such prepayment; provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section 2.03, then such
notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.03. If any such notice is given, the Borrower shall prepay Advances comprising part of
the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount
specified in such notice, together with accrued interest to the date of such prepayment on the
principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.10 as a
result of such prepayment being made on such date; provided, however, that each
partial prepayment with respect to: (A) any Borrowing comprised of Alternate Base Rate Advances
shall be made in an initial minimum aggregate principal amount of $500,000 and thereafter in
$100,000 multiples in excess thereof and in an aggregate principal amount such that after giving effect thereto
such Borrowing shall have a principal amount outstanding of at least $500,000 and (B) any Borrowing
comprised of Eurodollar Rate Advances shall be made in an initial minimum aggregate principal
amount of $1,000,000 and thereafter in $500,000 multiples in excess thereof and in an aggregate
principal amount such that after giving effect thereto such Borrowing shall have a principal amount
outstanding of at least $1,000,000. Full prepayments of any Borrowing are permitted without
restriction of amounts. Each prepayment under this Section 2.04(a) shall be allocated between the
Borrowings as determined by the Borrower.



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     (b) Mandatory.



          (i) Advances Exceeding Commitments. On any date that the sum of the
outstanding Advances plus the Letter of Credit Exposure exceeds the Commitments (including
as a result of the reduction of Commitments pursuant to Section 2.03), the Borrower shall, to the
extent of such excess, prepay to the Lenders on a pro rata basis the outstanding principal amount
of the Advances or if all such Advances have been repaid, the Borrower shall deposit with the
Administrative Agent into the Cash Collateral Account an amount equal to such excess.




          (ii) Accrued Interest. Each prepayment under this Section 2.04(b) shall be
accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts,
if any, required to be paid pursuant to Section 2.10 as a result of such prepayment.




     (c) Illegality. If any Lender shall notify the Administrative Agent and the
Borrower that the introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that
it is unlawful for such Lender or its Eurodollar Lending Office to perform its obligations under
this Agreement to maintain any Eurodollar Rate Advances of such Lender then outstanding hereunder,
(i) the Borrower shall, no later than 11:00 a.m. (Dallas, Texas time) (A) if not prohibited by law,
on the last day of the Interest Period for each outstanding Eurodollar Rate Advance made by such
Lender or (B) if required by such notice, on the second Business Day following its receipt of such
notice prepay all of the Eurodollar Rate Advances made by such Lender then outstanding, together
with accrued interest on the principal amount prepaid to the date of such prepayment and amounts,
if any, required to be paid pursuant to Section 2.10 as a result of such prepayment being made on
such date, (ii) such Lender shall simultaneously make an Alternate Base Rate Advance to the
Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Rate
Advances prepaid to such Lender, and (iii) the right of the Borrower to select Eurodollar Rate
Advances from such Lender for any subsequent Borrowings shall be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such suspension no longer exist;
provided, that such Lender agrees to use reasonable efforts to designate a different
Applicable Lending Office if the making of such designation would avoid such payment, and would
not, in its reasonable judgment, be otherwise disadvantageous to such Lender.



     (d) No Additional Right; Ratable Prepayment. The Borrower shall have no
right to prepay any principal amount of any Advance except as provided in this Section 2.04, and
except as provided in Section 2.04(a), all notices given pursuant to this Section 2.04 shall be
irrevocable and binding upon the Borrower. Each payment of any Advance pursuant to this Section
2.04 shall be made in a manner such that all Advances comprising part of the same Borrowing are
paid in whole or ratably in part.



     Section 2.05. Repayment of Advances. The Borrower shall repay to the Administrative
Agent for the ratable benefit of the Lenders the outstanding principal amount of each Advance,
together with any accrued interest thereon, on the Final Maturity Date or such earlier date pursuant to
Section 7.02 or Section 7.03.



     Section 2.06. Fees.



     (a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee on the daily amount by which such Lender’s
Commitment exceeds the sum of such Lender’s outstanding Advances plus its Pro Rata Share of the
aggregate Letter of Credit Exposure, at a rate equal to the Applicable Margin for commitment fees
from the date of this Agreement until the Revolver Termination Date. All commitment fees required
hereunder shall be due



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and payable quarterly in arrears on the last day of each March, June,
September and December for the previous calendar quarter, commencing on March 31, 2011 and
continuing thereafter through the Revolver Termination Date and on the Revolver Termination Date.




     (b) Administrative Agent and Arranger Fees. The Borrower agrees to pay to
(i) the Administrative Agent for the benefit of the Administrative Agent and to Wells Fargo
Securities, LLC for the benefit of Wells Fargo Securities, LLC the fees described in the letter
dated January 14, 2011 from the Administrative Agent and Wells Fargo Securities, LLC to the
Borrower, and (ii) Union Bank, N.A. for the benefit of Union Bank, N.A. the fees described in the
letter dated January 14, 2011 from Union Bank, N.A. to the Borrower (such letters being
collectively, the “Fee Letters”).



     (c) Letter of Credit Fees. The Borrower agrees to pay to, with respect to
Letters of Credit issued hereunder, the following fees: (i) to the Administrative Agent for the pro
rata benefit of the Lenders, a fee per annum for each Letter of Credit issued hereunder equal to
the Applicable Margin for letter of credit fees on the face amount of such Letter of Credit, but in
no event less than $500.00 per year on each Letter of Credit, (ii) to the Administrative Agent, for
each Issuing Bank, a per annum letter of credit fronting fee in an amount equal to the greater of
(y) $500.00 and (z) 0.125% of the face amount of each Letter of Credit and (iii) to the applicable
Issuing Bank any other fees agreed to in writing between the Borrower and such Issuing Bank. Each
such fee shall be payable quarterly in arrears on the last day of each March, June, September and
December for the previous calendar quarter, commencing on March 31, 2011, and on the Final Maturity
Date.



     (d) If any Lender shall become a Defaulting Lender, then, notwithstanding Sections
2.06(a) and (c) above and without prejudicing any right or remedy that the Borrower may have with
respect to, on account of, arising from or relating to any event pursuant to which such Lender
shall be a Defaulting Lender, no commitment fee or letter of credit fees shall accrue for the
account of such Lender from and after the date upon which such Lender shall have become a
Defaulting Lender.



     Section 2.07. Interest. The Borrower shall pay interest on the unpaid principal
amount of each Advance made by each Lender from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:



     (a) Alternate Base Rate Advances. If such Advance is an Alternate Base Rate
Advance, a rate per annum equal at all times to the Alternate Base Rate in effect from time to time
plus the Applicable Margin in effect from time to time, payable in arrears on the fifth
(5th) Business Day following the last day of each March, June, September and December
for the previous calendar quarter, commencing March 31, 2011 and on the date such Alternate Base
Rate Advance shall be paid in full, provided that upon the occurrence and during the
continuance of any Event of Default, such Advance shall, at the written request of the
Administrative Agent or the Majority Lenders, bear interest at a rate per annum equal to the Alternate Base Rate
in effect from time to time plus the Applicable Margin plus two percent (2.00%) per annum, payable on written demand.



     (b) Eurodollar Rate Advances. If such Advance is a Eurodollar Rate Advance,
a rate per annum equal at all times during the Interest Period for such Advance to the Eurodollar
Rate for such Interest Period plus the Applicable Margin in effect from time to time,
payable on the last day of such Interest Period, and, in the case of Interest Periods of more than
three months duration, on each day which occurs during such Interest Period at intervals of three
months from the first day of such Interest Period, provided that upon the occurrence and
during the continuance of any Event of Default, such Advance shall, at the written request of the
Administrative Agent or the Majority Lenders, bear interest at a rate per



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annum equal to the Alternate Base Rate in effect from time to time plus the Applicable Margin plus two
percent (2.00%) per annum, payable on written demand.




     (c) Additional Interest on Eurodollar Rate Advances. The Borrower shall pay
to each Lender, so long as any such Lender shall be required under regulations of the Federal
Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar
Rate Advance of such Lender, from the effective date of such Advance until such principal amount is
paid in full, at an interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest
is payable on such Advance. Such additional interest payable to any Lender shall be determined by
such Lender and notified to the Borrower in writing through the Administrative Agent (such notice
to include the detailed calculation of such additional interest, which calculation shall be
conclusive in the absence of manifest error).



     (d) Usury Recapture.



          (i) If, with respect to any Lender, the effective rate of interest contracted for
under the Credit Documents, including the stated rates of interest and fees contracted for
hereunder and any other amounts contracted for under the Credit Documents which are deemed to be
interest, at any time exceeds the Maximum Rate, then the outstanding principal amount of the loans
made by such Lender hereunder shall bear interest at a rate which would make the effective rate of
interest for such Lender under the Credit Documents equal the Maximum Rate until the difference
between the amounts which would have been due at the stated rates and the amounts which were due at
the Maximum Rate (the “Lost Interest”) has been recaptured by such Lender.




          (ii) If, when the loans made hereunder are repaid in full, the Lost Interest has not
been fully recaptured by such Lender pursuant to the preceding paragraph, then, to the extent
permitted by law, for the loans made hereunder by such Lender the interest rates charged under
Section 2.07 hereunder shall be retroactively increased such that the effective rate of interest
under the Credit Documents was at the Maximum Rate since the effectiveness of this Agreement to the
extent necessary to recapture the Lost Interest not recaptured pursuant to the preceding sentence
and, to the extent allowed by law, the Borrower shall pay to such Lender the amount of the Lost
Interest remaining to be recaptured by such Lender.




          (iii) Notwithstanding the foregoing or any other term in this Agreement and the
Credit Documents to the contrary, it is the intention of each Lender and the Borrower to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or
receives any consideration which constitutes interest in excess of the Maximum Rate, then any such
excess shall be canceled automatically and, if previously paid, shall at such Lender’s option be applied to
the outstanding amount of the loans made hereunder by such Lender or be refunded to the Borrower.




     (e) Default Rate on Other Obligations. After the occurrence and during the
continuance of any Event of Default, all Obligations other than those described in Sections 2.07(a)
and (b) shall bear interest, at the written request of the Administrative Agent or the Majority
Lenders, at a rate per annum equal at all times to the otherwise applicable interest rate
plus two percent (2.00%) per annum, payable on written demand.



     Section 2.08.
Payments and Computations.



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     (a) Payment Procedures. The Borrower shall make each payment under this
Agreement and under the Notes not later than 11:00 a.m. (Dallas, Texas time) on the day when due in
Dollars to the Administrative Agent, in same day funds without deduction (except for deductions
made pursuant to a Legal Requirement), setoff, or counterclaim of any kind and shall send notice of
such payments to the Administrative Agent at 1700 Lincoln Street, Suite 600, Denver, Colorado
80203, Attention: Suzanne Ridenhour. The Administrative Agent shall promptly thereafter cause to
be distributed like funds relating to the payment of principal, interest, or fees ratably (other
than amounts payable solely to the Administrative Agent, the relevant Issuing Bank, or a specific
Lender pursuant to Section 2.06(b), 2.06(c), 2.10, 2.11, 2.12, 2.13 8.05, 9.04 or 9.07) in
accordance with each Lender’s Pro Rata Share to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other amount payable to
any Lender or any Issuing Bank to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement.



     (b) Computations. All computations of interest based on the Alternate Base
Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest based on the Eurodollar Rate and the Federal Funds
Rate and of fees shall be made by the Administrative Agent, on the basis of a year of 360 days, in
each case for the actual number of days (including the first day, but excluding the last day)
occurring in the period for which such interest or fees are payable. Each determination by the
Administrative Agent of an interest rate or fee shall be conclusive and binding for all purposes,
absent manifest error.



     (c) Non-Business Day Payments. Whenever any payment shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the computation of payment of
interest or fees, as the case may be; provided, however, that if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding Business Day.



     (d) Administrative Agent Reliance. Unless the Administrative Agent shall
have received written notice from the Borrower prior to the date on which any payment is due to the
Lenders that the Borrower shall not make such payment in full, the Administrative Agent may assume
that the Borrower has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender
on such date an amount equal to the amount then due such Lender. If and to the extent the Borrower
shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to
the Administrative Agent forthwith on demand such amount distributed to such Lender, together with
interest, for each day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, at the Federal Funds Rate for such day.



     Section 2.09. Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share,
as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by
all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the
other Lenders such participations in the Advances made by them or Letter of Credit Obligations held
by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share
(according to the



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proportion of (a) the amount of the participation sold by such Lender to the purchasing
Lender as a result of such excess payment to (b) the total amount of such excess payment) of such
recovery, together with an amount equal to such Lender’s ratable share (according to the proportion
of (i) the amount of such Lender’s required repayment to the purchasing Lender to (ii) the total
amount of all such required repayments to the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender pursuant to this Section
2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the
right of set-off) with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.




     Section 2.10. Breakage Costs. If (a) any payment of principal of any Eurodollar Rate
Advance is made other than on the last day of the Interest Period for such Advance, whether as a
result of any payment pursuant to Section 2.04, the acceleration of the maturity of the Notes
pursuant to Article VII, or for any other reason or (b) the Borrower fails to make a principal or
interest payment with respect to any Eurodollar Rate Advance on the date such payment is due and
payable, the Borrower shall, within ten days of any written demand sent by any Lender to the
Borrower through the Administrative Agent (which demand shall provide a statement explaining the
amount and setting forth the computation of any such loss or expense), pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such Lender for any
additional losses, out-of-pocket costs or expenses which it may reasonably incur as a result of
such payment or nonpayment, including, without limitation, any loss (including loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.



     Section 2.11. Increased Costs.



     (a) Eurodollar Rate Advances. If, due to either (i) the introduction of or
any change (other than any change by way of imposition or increase of reserve requirements included
in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation
occurring on or after the date of this Agreement (including, without limitation, the Dodd-Frank
Wall Street Reform and Consumer Protection Act and any regulations pursuant thereto, regardless of
when enacted, adopted or issued) or (ii) the compliance with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of law), there shall
be any increase occurring on or after the date of this Agreement in the cost (other than costs
attributable to the imposition of, or any change in the rate of, any Taxes or Excluded Taxes) to
any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the
Borrower shall from time-to-time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), promptly pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost; provided,
that, before making any such demand, such Lender agrees to promptly notify the Borrower and to use
reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in its reasonable judgment,
be otherwise disadvantageous. A certificate as to the amount of such increased cost and detailing
the calculation of such cost submitted to the Borrower and the Administrative Agent by such Lender
shall be conclusive and binding for all purposes, absent manifest error.



     (b) Capital Adequacy. If any Lender or Issuing Bank reasonably determines
that its required compliance with any law or regulation or any guideline or request from any
central bank or other Governmental Authority, including, without limitation the implementation of
the Dodd-Frank Wall Street Reform and Consumer Protection Act (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be maintained by such
Lender or Issuing Bank or any



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corporation controlling such Lender or Issuing Bank and that the
amount of the capital is increased by or based upon the existence of such Lender’s commitment to
lend or such Issuing Bank’s commitment to issue the Letters of Credit and other commitments of this
type, then, upon thirty days’ prior written notice by such Lender or Issuing Bank (with a copy of
any such demand to the Administrative Agent), the Borrower shall promptly pay to the Administrative
Agent for the account of such Lender or Issuing Bank, as the case may be, from time-to-time as
specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender
or Issuing Bank, in light of the circumstances, to the extent that such Lender or Issuing Bank, as
the case may be, reasonably determines the increase in capital to be allocable to the existence of
such Lender’s commitment to lend or such Issuing Bank’s commitment to issue the Letters of Credit
under this Agreement. A certificate as to the amounts showing in reasonable detail the calculation
of the amounts submitted to the Borrower by such Lender or Issuing Bank shall be presumptively
correct, absent manifest error.




     (c) Letters of Credit. If any change in any law or regulation or in the
interpretation thereof by any court or administrative or Governmental Authority charged with the
administration thereof shall either (i) impose, modify, or deem applicable any reserve, special
deposit, or similar requirement against letters of credit issued by, or assets held by, or deposits
in or for the account of, an Issuing Bank or (ii) impose on an Issuing Bank any other condition
regarding the provisions of this Agreement relating to the Letters of Credit or any Letter of
Credit Obligations, and the result of any event referred to in the preceding clause (i) or (ii)
shall be to increase the cost to such Issuing Bank of issuing or maintaining any Letter of Credit
(which increase in cost shall be determined by such Issuing Bank’s reasonable allocation of the
aggregate of such cost increases resulting from such event), then, upon demand by such Issuing
Bank, the Borrower shall pay to the Administrative Agent for the account of such Issuing Bank, from
time to time as specified by such Issuing Bank, additional amounts which shall be sufficient to
compensate such Issuing Bank for such increased cost. A certificate as to such increased cost
incurred by such Issuing Bank, as a result of any event mentioned in clause (i) or (ii) above, and
detailing the calculation of such increased costs submitted by such Issuing Bank to the Borrower,
shall be conclusive and binding for all purposes, absent manifest error.



     Section 2.12. Taxes.



     (a) No Deduction for Certain Taxes. Any and all payments by the
Borrower shall be made, in accordance with Section 2.08, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of each Lender, each Issuing Bank and
the Administrative Agent, (i) taxes imposed on its income, and franchise taxes and branch profits
taxes imposed on it, by the United States of America, the jurisdiction under the laws of which such
Lender, such Issuing Bank or the Administrative Agent (as the case may be) is organized, the
jurisdiction in which its principal office or Applicable Lending Office is located, or any
political subdivision of the foregoing, (ii) in the case of any Non-U.S. Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.15), any withholding tax that is
imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s
failure or inability (other than as a result of a change in law) to comply with Section 2.12(c),
except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time
of
designation of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.12(a), and (iii) any United
States withholding tax imposed by FATCA (all such taxes collectively referred to as “Excluded
Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities
other than the Excluded Taxes being hereinafter referred to as “Taxes”). If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender,
any Issuing Bank, or the Administrative Agent, (i) the sum



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payable shall be increased as may be
necessary so that, after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.12), such Lender, such Issuing Bank, or the
Administrative Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made; (ii) the Borrower shall make such deductions; and (iii)
the Borrower shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. In addition, the Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter
referred to as “Other Taxes”).




     (b) Indemnification. The Borrower hereby indemnifies each
Lender, each Issuing Bank, and the Administrative Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.12) paid by such Lender, such Issuing Bank, or the Administrative
Agent, as the case may be, and any liability arising therefrom or with respect thereto. Each
payment required to be made by the Borrower in respect of this indemnification shall be made to the
Administrative Agent for the benefit of any party claiming such indemnification within thirty days
from the date the Borrower receives written demand therefor from the Administrative Agent on behalf
of itself as Administrative Agent, such Issuing Bank, or any such Lender.



     (c) Lender Tax Status. Each Lender and Issuing Bank that is not organized
under the laws of the United States of America or a state thereof (a “Non-U.S. Lender”)
agrees that it shall deliver to the Borrower and the Administrative Agent on the date of this
Agreement or upon, and as a condition to, the effectiveness of any Assignment and Acceptance (i)
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or
successor applicable form, as the case may be, certifying in each case that such Lender is entitled
to receive payments under this Agreement and the Notes payable to it, without deduction or
withholding of any United States federal income taxes, (ii) if applicable, an Internal Revenue
Service Form W-8 or successor applicable form, as the case may be, to establish an exemption from
United States backup withholding, and (iii) any other governmental forms which are necessary or
required under an applicable tax treaty or otherwise by law to reduce or eliminate any withholding
tax which have been reasonably requested by the Borrower. Each Lender that is organized under the
laws of the United States of America or a state thereof shall deliver to the Borrower and the
Administrative Agent on the date of this Agreement or upon, and as a condition to, the
effectiveness of any Assignment and Acceptance an Internal Revenue Service Form W-9 or successor
form to establish an exemption from United States backup withholding. Each Lender which delivers
to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI and Form W-8 or W-9 pursuant
to the foregoing sentences further undertakes to deliver to the Borrower and the Administrative
Agent two further copies of the said documents and Form W-8BEN or W-8ECI and Form W-8 or W-9, or
successor applicable forms, or other manner of certification, as the case may be, on or before the
date that any such documents or form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent letter and form previously delivered by it to the
Borrower and the Administrative Agent, and such
extensions or renewals thereof as may reasonably be requested by the Borrower and the
Administrative Agent certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any United States
federal income taxes. If an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any delivery required by the preceding sentence
would otherwise be required which renders all such forms inapplicable or which would prevent any
Lender from duly completing and delivering any such letter or form with respect to it and such
Lender advises the Borrower and the



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Administrative Agent that it is not capable of receiving
payments without any deduction or withholding of United States federal income tax, and in the case
of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax, such
Lender shall not be required to deliver such letter or forms.




     (d) FATCA. If a payment made to the Administrative Agent, a Lender, or an
Issuing Bank under this Agreement would be subject to United States federal withholding tax imposed
by FATCA if the Administrative Agent, such Lender, or such Issuing Bank fails to comply with the
applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), the Administrative Agent, such Lender, or such Issuing Bank shall
deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times
reasonably requested by the Withholding Agent, such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to
comply with its obligations under FATCA, to determine that the Administrative Agent, such Lender,
or such Issuing Bank has complied with the Administrative Agent’s, such Lender’s, or such Issuing
Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.



     (e) Refunds. If the Administrative Agent, a Lender or an Issuing Bank
determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Bank, as
the case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the request of the
Administrative Agent, such Lender or such Issuing Bank, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event the
Administrative Agent, such Lender or such Issuing Bank is required to repay such refund to such
Governmental Authority. This paragraph shall not be construed to require the Administrative Agent,
any Lender or an Issuing Bank to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrower or any other Person.



     Section 2.13. Letters of Credit.



     (a) Commitment. From time to time from the date of this Agreement until the
date which is five Business Days prior to the Revolver Termination Date, at the request of the
Borrower or, if the Borrower makes such request to the Administrative Agent, the Administrative
Agent, the applicable Issuing Bank shall, on the terms and conditions hereinafter set forth, issue,
increase, or extend the expiration date of Letters of Credit for the account of the Borrower or any
of its Subsidiaries on any Business Day. No Letter of Credit shall be issued, increased, or
extended:



          (i) unless such issuance, increase, or extension would not cause the Letter of
Credit Exposure to exceed the lesser of (A) $50,000,000.00 or (B) the aggregate amount of the
unused Commitments;



          (ii) unless such Letter of Credit has an Expiration Date not later than the earlier
of (A) twelve months after the date of issuance thereof (or, if extendable beyond such period,
unless such



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Letter of Credit is cancelable upon at least thirty days’ notice given by the
applicable Issuing Bank to the beneficiary of such Letter of Credit) and (B) five days prior to the
Revolver Termination Date;




          (iii) unless such Letter of Credit Documents are in form and substance acceptable to
the applicable Issuing Bank in its sole discretion;



          (iv) unless such Letter of Credit is a standby letter of credit not supporting the
repayment of indebtedness for borrowed money of any Person;



          (v) unless the Borrower has delivered to the applicable Issuing Bank a completed and
executed Letter of Credit Application; or



          (vi) if any Lender is a Defaulting Lender, unless the applicable Issuing Bank has
entered into arrangements, including the deposit by the Borrower with the Administrative Agent into
the Cash Collateral Account such amount as such Issuing Bank may request, up to the maximum amount
equal to the Letter of Credit Exposure of such Defaulting Lender, after giving effect to the
provisions of Section 2.17(a)(iv).



     (b) Participations. Upon the date of the issuance or increase of a Letter
of Credit, the applicable Issuing Bank shall be deemed to have sold to each other Lender and each
other Lender shall have been deemed to have purchased from such Issuing Bank a participation in the
related Letter of Credit Obligations equal to such Lender’s Pro Rata Share at such date and such
sale and purchase shall otherwise be in accordance with the terms of this Agreement. Such Issuing
Bank shall promptly notify each such participant Lender by telex, telephone, or telecopy of each
Letter of Credit issued, increased, or extended or converted and the actual dollar amount of such
Lender’s participation in such Letter of Credit.



     (c) Issuing. Each Letter of Credit shall be issued, increased, or extended
pursuant to a Letter of Credit Application (or by telephone notice promptly confirmed in writing by
a Letter of Credit Application), given not later than 11:00 a.m. (Dallas, Texas time) on the third
Business Day before the date of the proposed issuance, increase, or extension of the Letter of
Credit, and the Administrative Agent shall give to each Lender prompt notice thereof by telex,
telephone or telecopy. Each Letter of Credit Application shall be given by hand delivery,
telecopier, telex, e-mail, or other electronic transmission, confirmed in writing to the extent
requested, specifying the information required therein. After the applicable Issuing Bank’s
receipt of such Letter of Credit Application and upon fulfillment (or waiver in writing) of the
applicable conditions set forth in Article III, such Issuing Bank shall issue, increase, or extend
such Letter of Credit for the account of the Borrower or any applicable Subsidiary. Each Letter of
Credit Application shall be irrevocable and binding on the Borrower.



     (d) Reimbursement. The Borrower hereby agrees to pay on demand to the
applicable Issuing Bank an amount equal to any amount paid by such Issuing Bank under any Letter of
Credit. In the event an Issuing Bank makes a payment pursuant to a request for draw presented
under a Letter of Credit and such payment is not promptly reimbursed by the Borrower upon demand,
such Issuing Bank shall give the Administrative Agent notice of the Borrower’s failure to make such
reimbursement and the Administrative Agent shall promptly notify each Lender of the amount necessary to reimburse
such Issuing Bank. Upon such notice from the Administrative Agent, each Lender shall promptly
reimburse such Issuing Bank for such Lender’s Pro Rata Share of such amount and such reimbursement
shall be deemed for all purposes of this Agreement to be an Advance to the Borrower transferred at
the Borrower’s request to such Issuing Bank. If such reimbursement is not made by any Lender to
such Issuing Bank on the same day on which the Administrative Agent notifies such Lender to make
reimbursement to such Issuing Bank hereunder, such Lender shall pay interest on its Pro Rata Share
thereof to such Issuing Bank




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at a rate per annum equal to the Federal Funds Rate. The Borrower
hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent
and the Lenders to record and otherwise treat such reimbursements to such Issuing Bank as Alternate
Base Rate Advances under a Borrowing requested by the Borrower to reimburse such Issuing Bank which
have been transferred to such Issuing Bank at the Borrower’s request.




     (e) Obligations Unconditional. The obligations of the Borrower under this
Agreement in respect of each Letter of Credit shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all circumstances, including,
without limitation, the following circumstances:



          (i) any lack of validity or enforceability of any Letter of Credit Documents;



          (ii) any amendment or waiver of, or any consent to, departure from any Letter of
Credit Documents;



          (iii) the existence of any claim, set-off, defense, or other right which the
Borrower may have at any time against any beneficiary or transferee of such Letter of Credit (or
any Persons for whom any such beneficiary or any such transferee may be acting), the applicable
Issuing Bank, or any other person or entity, whether in connection with this Agreement, the
transactions contemplated in this Agreement or in any Letter of Credit Documents, or any unrelated
transaction;



          (iv) any statement or any other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect to the extent the applicable Issuing Bank would not be
liable therefor pursuant to the following Section 2.13(f); or



          (v) payment by the applicable Issuing Bank under such Letter of Credit against
presentation of a draft or certificate which does not comply with the terms of such Letter of
Credit;


provided, however, that nothing contained in this Section 2.13(e) shall be deemed
to constitute a waiver of any remedies of the Borrower in connection with the Letters of Credit or
the Borrower’s rights under Section 2.13(f) below.




     (f) Liability of Issuing Bank. The Borrower assumes all risks of the acts
or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of
such Letter of Credit. No Issuing Bank nor any of its officers or directors shall be liable or
responsible for:



          (i) the use which may be made of any Letter of Credit or any acts or omissions of
any beneficiary or transferee in connection therewith;



          (ii) the validity, sufficiency, or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects invalid, insufficient,
fraudulent, or forged;



          (iii) payment by an Issuing Bank against presentation of documents which do not
comply with the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the relevant Letter of Credit; or



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          (iv) any other circumstances whatsoever in making or failing to make payment under
any Letter of Credit (including an Issuing Bank’s own negligence),


except that the Borrower shall have a claim against the applicable Issuing Bank, and such
Issuing Bank shall be liable to the Borrower to the extent of any direct, as opposed to
consequential, damages suffered by the Borrower which the Borrower proves were caused by (A) such
Issuing Bank’s willful misconduct, bad faith, or gross negligence in determining whether documents
presented under a Letter of Credit comply with the terms of such Letter of Credit or (B) such
Issuing Bank’s willful failure to make lawful payment under any Letter of Credit after the
presentation to it of a draft and certificate strictly complying with the terms and conditions of
such Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank
may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.




     (g) Cash Collateral Account.



          (i) If the Borrower is required to deposit funds in the Cash Collateral Account
pursuant to Sections 2.04(b), 2.13(a), 2.17(a), 7.02(b), or 7.03(b), then the Borrower and the
Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any
documents and agreements that the Administrative Agent reasonably requests in connection therewith
to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security
Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative
Agent and grants the Administrative Agent a security interest in (x) the Cash Collateral Account,
whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z)
all proceeds thereof as security for the payment of the Obligations.



          (ii) So long as no Event of Default exists, (A) the Administrative Agent may apply
the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit
Obligations, and (B) the Administrative Agent shall promptly release to the Borrower at the
Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not
exceeding the excess, if any (immediately prior to the release of any such funds), of the total
amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the
existence of any Event of Default, the Administrative Agent may apply any funds held in the Cash
Collateral Account to the Obligations in any order determined by the Administrative Agent,
regardless of any Letter of Credit Exposure which may remain outstanding. The Administrative Agent
may in its sole discretion at any time release to the Borrower any funds held in the Cash
Collateral Account.



          (iii) The Administrative Agent shall exercise reasonable care in the custody and
preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised
such care if such funds are accorded treatment substantially equivalent to that which the
Administrative Agent accords its own property, it being understood that the Administrative Agent
shall not have any
responsibility for taking any necessary steps to preserve rights against any parties with
respect to any such funds.



     Section 2.14. Commitment Increase.



     (a) Subject to the conditions set forth in clauses (b) and (c) of this Section 2.14,
the Borrower may request that the amount of the aggregate Commitments be increased one or more
times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in
excess thereof; provided that, the aggregate Commitments may not exceed
$375,000,000. No Lender shall have any obligation to increase its Commitment.



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     (b) Each such increase shall be effective, without the consent of any Lender (other
than any Lender increasing its Commitment) only upon the following conditions being satisfied: (i)
no Default or Event of Default has occurred and is continuing at the time thereof or would be
caused thereby, (ii) either the Lenders having Commitments hereunder at the time the increase is
requested agree to increase their Commitments in the amount of the requested increase or other
financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree
to make a Commitment, (iii) such Lenders and other financial institutions, if any, shall have
executed and delivered to the Administrative Agent a Commitment Increase Agreement or a New Lender
Agreement, as applicable, and (iv) the Borrower shall have delivered such evidence of authority for
the increase (including without limitation, certified resolutions of the applicable board of
directors of the General Partner authorizing such increase) as the Administrative Agent may
reasonably request.



     (c) Each financing institution to be added to this Agreement as described in Section
2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement,
pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its
Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative
Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In
addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each
Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of
the Commitment of such Lender, and for each Lender increasing its Commitment, a replacement Note
payable to such Lender, in the principal amount of the increased Commitment of such Lender. Each
such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment
Increase Agreement. Upon execution and delivery to the Administrative Agent of the Note and the
execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase
Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder
with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as
specified therein, as the case may be, and the Administrative Agent shall notify all Lenders of
such addition or increase, and the final allocations thereof, and provide a revised Schedule
1.01(a) reflecting such additions or increase.



     (d) The decision to increase its Commitment hereunder shall be at the sole
discretion of each Lender. Any such increase in the Commitment shall have the same guarantees as,
and be secured on a pari passu basis by the Collateral securing the Commitment prior to such
increase.



     Section 2.15. Replacement of Lenders. If the Borrower is required pursuant to Section
2.07(c), 2.11 or 2.12 to make any additional payment to any Lender, or if any Lender’s obligation
to make or continue, or to convert Alternate Base Rate Advances into, Eurodollar Advances shall be
suspended pursuant to 2.02(c)(ii), 2.02(c)(iv) or 2.04(c), or if any Lender is a Defaulting Lender
or a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower
may elect, if such amounts continue to be charged or such suspension is still effective, to replace
such Affected Lender as a Lender party to this Agreement, provided that (a) no Event of Default shall
have occurred and be continuing at the time of such replacement; (b) such replacement shall be at
the Borrower’s sole expense and effort, including the payment of the administrative fee referenced
in Section 9.06(a); (c) concurrently with such replacement, another bank or other entity (which
entity shall be an Eligible Assignee or an Approved Affiliate) shall agree, as of such date, to
purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an
assignment substantially in the form of Exhibit A and to become a Lender for all purposes under
this Agreement and to assume all obligations of the Affected Lender which as to the Affected Lender
shall be terminated as of such date and to comply with the requirements of Section 9.06 applicable
to assignments; and (d) concurrently with such replacement, the Borrower shall pay to such Affected
Lender in same day funds on the day of such replacement all interest, fees and other amounts then
accrued but unpaid to such Affected Lender by the Borrower hereunder to



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and including the date of
termination, including without limitation payments due to such Affected Lender under Sections
2.07(c), 2.11 and 2.12. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or Issuing Bank, as applicable, or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease
to apply.




     Section 2.16. Pari Passu Lien. All Obligations arising under the Credit Documents,
including, without limitation, Obligations under this Agreement, Banking Service Obligations and
Obligations under any Lender Hedging Agreement, shall be secured pari passu by the Collateral. For
the avoidance of doubt, no Debt of any Excluded Subsidiary owing to any Lender, any Affiliate of a
Lender, any non-Lender, or any non-Lender Affiliate party to a Swap Contract with any Excluded
Subsidiary shall be secured by the Collateral or be considered an “Obligation” for purposes of the
Credit Documents. No Lender or Affiliate of a Lender shall have any voting rights under any Credit
Document as a result of the existence of obligations owed to it under any Lender Hedging Agreement
or as a result of any Banking Service Obligation being owed to it, except as expressly provided
herein.



     Section 2.17. Defaulting Lenders.



     (a) Adjustments. Notwithstanding anything to the contrary contained in this
Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no
longer a Defaulting Lender, to the extent permitted by applicable law:



          (i) Waivers and Amendments. That Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as
set forth in Section 9.01.



          (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of that Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to
Section 7.05), shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by
that Defaulting Lender to the Issuing Banks hereunder; third, if so determined by the
Administrative Agent or requested by an Issuing Bank or Borrower, to be held in the Cash Collateral
Account for future funding obligations of that Defaulting Lender of any participation in any Letter
of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists),
to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if
so determined by the Administrative Agent or requested by the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Advances under this Agreement; sixth, to the payment
of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of
competent jurisdiction obtained by any Lender or the Issuing Banks against that Defaulting Lender
as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so
long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower
as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Advances or Letter of Credit Obligations in respect of which that Defaulting Lender
has not fully funded its appropriate share and (y) such Advances or Letter of Credit




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Obligations
was made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such
payment shall be applied solely to pay the Advances of, and Letter of Credit Obligations owed to,
all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Advances of, or Letter of Credit Obligations owed to, that Defaulting Lender. Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to
pay amounts owed by a Defaulting Lender or to deposit into the Cash Collateral Account pursuant to
this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each
Lender irrevocably consents hereto.




          (iii) Certain Fees. That Defaulting Lender shall not be entitled to receive
or accrue any fees pursuant to Section 2.06 for any period during which that Lender is a Defaulting
Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender).



          (iv) Reallocation of Pro Rata Shares to Reduce Letter of Credit Exposure.
Subject to this Section 2.17(a)(iv), during any period in which there is a Defaulting Lender, for
purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire,
refinance or fund participations in Letters of Credit pursuant to Section 2.13, the “Pro Rata
Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of
that Defaulting Lender; provided, that, (i) each such reallocation shall be given
effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event
of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire,
refinance or fund participations in Letters of Credit shall not exceed the positive difference, if
any, of (1) the Commitment of that non-Defaulting Lender minus (2) the outstanding amount
of Advances of that Lender.



     (b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and
the Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no
longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to deposits to the Cash Collateral
Account), that Lender will, to the extent applicable, purchase that portion of outstanding Advances
of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Advances and funded and unfunded participations in Letters of Credit to be
held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving
effect to Section 2.17(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.



     (c) Replacement of Defaulting Lender. The Borrower shall have the right to
replace a Defaulting Lender in accordance with Section 2.15.



ARTICLE III




CONDITIONS OF LENDING



     Section 3.01. Conditions Precedent to Effectiveness. The amendment and restatement of
the Prior Credit Agreement and the obligation of each Lender to make Advances (including, without
limitation, the True-Up Loans, if any) and of the Issuing Banks to issue Letters of Credit
hereunder shall



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not become effective until the date on which each of the following conditions
precedent is satisfied or waived in writing:




     (a) Documentation. On or before the Effective Date, the Administrative
Agent shall have received the following duly executed by all the applicable parties thereto, in
form and substance satisfactory to the Administrative Agent and the Lenders, and where applicable,
in sufficient copies for each Lender:



          (i) this Agreement and all its attached Exhibits and Schedules;



          (ii) a Note payable to each Lender in the amount of its Commitment;



          (iii) amendments to the Security Documents including, without limitation, (A) the
Pledge Agreements, (B) the Security Agreements, and (C) the Mortgages requested by the
Administrative Agent;



          (iv) the Guaranties;



          (v) stock certificates or, to the extent applicable under the Person’s
organizational documents, membership or partnership interest certificates required in connection
with the Pledge Agreements and stock powers or other transfer documents for each such certificate
endorsed in blank to the Administrative Agent;



          (vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the
Collateral for filing with the appropriate authorities;



          (vii) a certificate dated as of the Effective Date from a Responsible Officer
stating that (A) all representations and warranties of the Borrower set forth in this Agreement and
each of the other Credit Documents to which it is a party are true and correct in all material
respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section
3.01 have been met;



          (viii) certificates of insurance naming the Administrative Agent as loss payee or
additional insured, as applicable, evidencing insurance which meets the requirements of this
Agreement and the Security Documents;



          (ix) a certificate of the secretary or assistant secretary of the General Partner
certifying as of the Effective Date (A) the existence of the Borrower and the General Partner, (B)
the Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) the
General Partner’s Certificate of Organization and Regulations, (D) the resolutions of the General
Partner
approving this Agreement, the Notes, the other Credit Documents, and the related transactions
on behalf of the Borrower, and (E) all documents evidencing other necessary corporate, partnership
or limited liability company action, if any, with respect to this Agreement, the Notes, and the
other Credit Documents executed and delivered on or before the date hereof;



          (x) a certificate of a Secretary or an Assistant Secretary of the General Partner of
the Borrower dated as of the Effective Date certifying the names and true signatures of the
officers of the General Partner authorized to sign this Agreement, the Notes, the Notices of
Borrowing and the other Credit Documents on behalf of the Borrower;



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          (xi) certificates of the secretary or assistant secretary of each of the Guarantors
certifying as of the Effective Date (A) the organizational documents of such Guarantor, (B) the
resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, the
other Credit Documents to which such Guarantor is a party, and the related transactions, and (C)
all other documents evidencing other necessary corporate, partnership or limited liability company
action, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to
which such Guarantor is a party executed and delivered on or before the date hereof;



          (xii) certificates of a Secretary or an Assistant Secretary of each Guarantor dated
as of the date of the initial Borrowing certifying the names and true signatures of the officers of
such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to
which such Guarantor is a party on behalf of such Guarantor;



          (xiii) certificates of good standing, existence, and authority for the Borrower, the
General Partner, the Limited Partner, and each of the Guarantors from each of the states in which
the Borrower, the General Partner, the Limited Partner, and each of the Guarantors is either
organized or, to the extent requested by the Administrative Agent, does business;



          (xiv) results of lien and tax searches of the UCC Records of the Secretary of State
of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted
Liens) against any of the Collateral other than in favor of the Administrative Agent;



          (xv) favorable opinions of (A) Vinson & Elkins L.L.P., outside Texas counsel to the
Borrower, and (B) Denise C. McWatters, General Counsel of the Borrower, in each case dated as of
the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the
Borrower and the Guarantors;



          (xvi) the Financial Statements and the other financial statements or information
described in Section 4.05; and



          (xvii) such other documents and agreements as the Administrative Agent may
reasonably request.



     (b) No Material Adverse Effect. Since December 31, 2009, no event or events
has occurred which, individually or in the aggregate, have had or could reasonably be expected to
have a Material Adverse Effect.



     (c) No Material Litigation. No material legal or regulatory action or
proceeding has commenced and is continuing against the Borrower or any Guarantor.



     (d) Payment of Fees and Expenses. The Borrower shall have paid the fees
required to be paid prior to the Effective Date and all costs and expenses for which the Borrower
has received a proper invoice not less than two days prior to the Effective Date and which are
payable pursuant to Section 9.04(a).



     (e) Lender’s Liens. The Administrative Agent shall have received
satisfactory evidence that the Liens granted to it under the Security Documents are, or will
concurrent with the filing thereof, be Acceptable Security Interests and that all actions
(including the obtaining of any third-party consents to the granting of such Liens that are
necessary or desirable but only to the extent required hereunder) or



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filings necessary to protect,
preserve and validly perfect such Liens have been made, taken or obtained, as the case may be, and
are in full force and effect.




     (f) Security Interests. The Administrative Agent shall be satisfied that
the Security Documents encumber substantially all of such real property interests held by the
Borrower and its Subsidiaries as the Administrative Agent may require.



     (g) Parent Credit Facility. The Administrative Agent shall have received
true copies (certified to be such by the Parent) of all amendments, modifications and supplements
to the Parent Credit Facility as of the date of this Agreement to the extent that such amendments,
modifications and supplements have not been previously provided.



     (h) Due Diligence. The Arrangers shall be satisfied in their reasonable
discretion with their due diligence analysis and review of the assets, liabilities, business,
operations, condition (financial or otherwise) and prospects of the Borrower, the Guarantors, the
Partners and their owners. The Borrower and the Guarantors shall have provided true, correct, and
complete copies of all material contracts by which such Persons are bound or to which such Persons
are a party as of the date of this Agreement to the Administrative Agent to the extent not
previously provided, and the Administrative Agent shall be satisfied in its sole reasonable
discretion with its review thereof.



     (i) Consents, Licenses, and Approvals. The Administrative Agent shall have
received true copies (certified to be such by the Borrower or other appropriate party) of all
consents, licenses, and approvals, if any, required in accordance with applicable law, or in
accordance with any document, agreement, instrument, or arrangement to which the Borrower, any
Excluded Subsidiary or their respective Subsidiaries is a party (other than any real property
interest that is subject to the Third Party Consent Limitation and other agreements, the breach of
which, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect), in connection with the execution, delivery, performance, validity and
enforceability of this Agreement and the other Credit Documents. In addition, the Borrower, the
Excluded Subsidiaries, and their respective Subsidiaries shall have all such material consents,
licenses and approvals required in connection with the continued operation of such Persons and the
performance of the Obligations except for any real property interest that is subject to the Third
Party Consent Limitation and except where the failure to have any of such material consents,
licenses and approvals, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. For the purpose of clarification, all real property interests
referenced in the Fifth Amended and Restated Post-Closing Agreement and the consents related
thereto shall be deemed to be real property interests that are subject to the Third Party Consent
Limitation, and Borrower and the applicable Subsidiaries shall be deemed to have satisfied their
obligations to use commercially reasonably efforts for a period of 90 days to obtain the consents
referenced therein; accordingly, such Fifth Amended and Restated Post-Closing Agreement is hereby
terminated.



     Section 3.02. Conditions Precedent to All Borrowings. The obligation of each Lender
to make an Advance on the occasion of each Borrowing and of an Issuing Bank to issue, increase, or
extend any Letter of Credit shall be subject to the further conditions precedent that on the date
of such Borrowing or the issuance, increase, or extension of such Letter of Credit the following
statements shall be true (and the giving of the applicable Notice of Borrowing or Letter of Credit
Application and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance,
increase, or extension of such Letter of Credit shall constitute a representation and warranty by
the Borrower that on the date of such Borrowing or the issuance, increase, or extension of such
Letter of Credit, such statements are true):



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     (a) the representations and warranties made by the Borrower and the Guarantors
contained in Article IV hereof and in each of the other Credit Documents are true and correct in
all material respects on and as of the date of such Borrowing, or the date of the issuance,
increase, or extension of such Letter of Credit, before and after giving effect to such Borrowing
or to the issuance, increase, or extension of such Letter of Credit and to the application of the
proceeds from such Borrowing, as though made on and as of such date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date; and



     (b) no Default has occurred and is continuing or would result from such Borrowing, from the application
of the proceeds therefrom, or from the issuance, increase, or extension of such Letter of Credit.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES



     The Borrower represents and warrants as follows:



     Section 4.01.  Existence; Power; Subsidiaries; Compliance With Laws.



     (a) The Borrower is a limited partnership duly formed and validly existing under the
laws of the state of Delaware. The Borrower is in good standing and is qualified to do business in
each jurisdiction where its ownership or lease of Property or the conduct of its business requires
such qualification, except where the failure to be so qualified could not reasonably be expected to
have a Material Adverse Effect. Each of its Subsidiaries is a corporation, limited partnership or
limited liability company duly formed or organized, as applicable, validly existing and in good
standing under the laws of the state of its formation or organization, as applicable. Each of its
Subsidiaries is in good standing and is qualified to do business in each jurisdiction where its
ownership or lease of Property or the conduct of its business requires such qualification, except
where the failure to be so qualified could not reasonably be expected to have a Material Adverse
Effect. The General Partner is a limited liability company duly organized, validly existing and in
good standing under the laws of the state of Delaware. The General Partner is in good standing and
is qualified to do business in each jurisdiction where its ownership or lease of Property or
conduct of its business requires such qualification, except where the failure to be so qualified
could not reasonably be expected to have a Material Adverse Effect.



     (b) Each of the Borrower and its Subsidiaries have all requisite power and authority
to own or lease and operate their respective properties and to carry on their business as now
conducted and as proposed to be conducted.



     (c) On the Effective Date, the Borrower has no subsidiaries other than those listed
on Schedule 4.01. Schedule 4.01 correctly lists the names, ownership,
jurisdictions of incorporation or formation of each of the Borrower’s Subsidiaries as of the
Effective Date. On the Effective Date, except for the Excluded Subsidiaries, all of the Borrower’s
Subsidiaries are Guarantors.



     (d) Neither the General Partner, the Limited Partner, the Borrower nor any of its
Subsidiaries is a Person (i) whose property or interest in property is blocked or subject to
blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)), or (ii) who engages in any dealings or transactions prohibited by Section 2 of
such executive order, or is otherwise associated with any such Person in any manner violative of
Section 2, or (iii) on the list of



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Specially Designated Nationals and Blocked Persons or subject to
the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign
Assets Control regulation or executive order. The General Partner, the Limited Partner, the
Borrower and each of its Subsidiaries is in compliance, in all material respects, with (A) the
Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other
enabling legislation or executive order relating thereto, and (B) the USA Patriot Act. No part of
the proceeds of any Advance will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended.




     Section 4.02. Authorization. The execution, delivery, and performance by the Borrower
and each of the Guarantors of this Agreement, the Notes, and the other Credit Documents to which it
is a party and the consummation of the transactions contemplated hereby and thereby (a) are within
the Borrower’s or such Guarantor’s powers, (b) have been duly authorized by all necessary
partnership proceedings, corporate actions, or limited liability company actions, as applicable,
(c) do not contravene, violate, conflict with or result in the breach of, or constitute a default
under, as applicable, (i) the Borrower Partnership Agreement or such Guarantor’s organizational
documents, as applicable, (ii) any Legal Requirement binding on or affecting the Borrower or any
Guarantor, or (iii) any material loan agreement, indenture, mortgage, deed of trust or lease, or
any other material contract or instrument binding on or affecting the Borrower or any Guarantor or
any of their respective properties, and (d) will not result in or require the creation or
imposition of any Lien prohibited by this Agreement. At the time of the making of any Advances or
the issuance, increase, or extension of any Letter of Credit, such Advances or Letter of Credit and
the use of the proceeds of such Advances or Letter of Credit will (A) be within the Borrower’s
partnership powers, (B) have been duly authorized by all necessary partnership action, (C) not
contravene, violate, conflict with or result in the breach of, or constitute a default under, as
applicable, (x) the Borrower Partnership Agreement, (y) any Legal Requirement binding on or
affecting the Borrower, or (z) any material loan agreement, indenture, mortgage, deed of trust or
lease, or any other material contract or instrument binding on or affecting the Borrower or any of
its properties, and (D) will not result in or require the creation or imposition of any Lien
prohibited by this Agreement.



     Section 4.03. Governmental Approvals; Third Party Consents. No consent, order,
authorization or approval or other action by, and no notice to or filing with, any Governmental
Authority or any Person (other than the filings and notices required under or in connection with
the Security Documents and other than consents related to any real property interest that is
subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and
maintenance of the Borrower’s or its Subsidiaries’ Property, except for (i) such consents, orders,
authorizations, approvals, other actions, notices and filings as have been (or will be prior to the
Effective Date) duly obtained, taken, given or
made and are in full force and effect and with which the Borrower and its Subsidiaries are in
compliance in all material respects, or (ii) such consents, orders, authorizations, approvals,
other actions, notices and filings for which the failure to obtain, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due
execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes
or the other Credit Documents, except for such consents, orders, authorizations, approvals, other
actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the
consummation of the transactions contemplated hereby or thereby. At the time of the making of the
Advances, no authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority or Person will be required for the making of, or the use of the proceeds of
such Borrowings or the granting of the Liens under the Security Documents (other than filings and
notices required under or in connection with the Security Documents). No consent,order,
authorization



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or approval or other action by, and no notice to or filing with, any Governmental
Authority or any Person (other than the filings and notices required under or in connection with
the Security Documents) is required for the foreclosure or exercise of remedies by the
Administrative Agent under the Security Documents.




     Section 4.04. Enforceable Obligations. This Agreement, the Notes, and the other
Credit Documents have been duly executed and delivered by the Borrower and each of the Guarantors
to which any of them is a party. Each Credit Document is (or upon execution will be) the legal,
valid, and binding obligation of the Borrower and each of the Guarantors enforceable against the
Borrower and each of the Guarantors in accordance with its terms, except for the Third Party
Consent Limitation with respect to real property interests to which such limitation is applicable
and except as such enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium, or similar law affecting creditors’ rights generally and general
equitable principles (whether considered in a proceeding in equity or at law).



     Section 4.05. Financial Statements. The Borrower has delivered to the Administrative
Agent and the Lenders copies of the Financial Statements, and the Financial Statements are accurate
and complete in all material respects and present fairly the consolidated financial condition of
the Limited Partner and its consolidated Subsidiaries as of their respective dates and for their
respective periods in accordance with GAAP. As of the date of the Financial Statements, there were
no material contingent obligations, liabilities for taxes, unusual forward or long term
commitments, or unrealized or anticipated losses of the Borrower or any of its Subsidiaries, except
for the Third Party Consent Limitation with respect to real property interests to which such
limitation is applicable and except as disclosed therein and adequate reserves for such items have
been made in accordance with GAAP. All projections, estimates, and pro forma financial information
furnished by the Borrower were prepared on the basis of assumptions, data, information, tests, or
conditions believed to be reasonable at the time such projections, estimates, and pro forma
financial information were furnished. Since the date of the Financial Statements, no Material
Adverse Effect has occurred, and no event or circumstance that could reasonably be expected to
cause a Material Adverse Effect has occurred.



     Section 4.06. True and Complete Disclosure. All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower, any of its Subsidiaries or any of the
Partners in writing to the Administrative Agent and the Lenders for purposes of or in connection
with this Agreement, any other Credit Document, or any transaction contemplated hereby or thereby
is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf
of the Borrower, any of its Subsidiaries or any of the Partners in writing to the Administrative
Agent and the Lenders will be, true and accurate in all material respects on the date as of which
such information is dated or certified and not incomplete by omitting to state any material fact
necessary to make such information (taken as a whole) not misleading at such time.



     Section 4.07. Litigation. Except as set forth on Schedule 4.07, there is no
pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened action or
proceeding against the Borrower, any of its Subsidiaries or any of the Partners before any court,
Governmental Authority or arbitrator, including, without limitation, the FERC or any equivalent
state regulatory agency, which could reasonably, individually or in the aggregate, be expected to
have a Material Adverse Effect or which purports to affect the legality, validity, binding effect
or enforceability of this Agreement, the Notes, or any other Credit Document. Additionally, there
is no pending or, to the knowledge of any Responsible Officer, threatened action or proceeding
instituted against the Borrower, any of its Subsidiaries, or any Partner which seeks to adjudicate
the Borrower, any of its Subsidiaries, or any Partner as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or



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relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or for any substantial part of its Property other than a
threatened action or involuntary proceeding that is not an Event of Default pursuant to Section
7.01(e).




     Section 4.08. Use of Proceeds. The proceeds of the Borrowings will be used by the
Borrower for (i) working capital purposes of the Borrower, any Guarantor and their Subsidiaries,
(ii) Investments, Acquisitions and the development of new projects, including, without limitation,
any Capital Expansion Projects, (iii) general corporate purposes of the Borrower, any Guarantor and
their Subsidiaries including, without limitation, the making of capital expenditures, (iv) to
refinance Debt existing under the Prior Credit Agreement, (v) payment of the fees and expenses
incurred in connection with the refinancing of the Debt existing under the Prior Credit Agreement,
(vi) the making of Distribution Payments in compliance with Section 6.05 and (vii) the repayment or
repurchase of Debt, including, without limitation, all or a portion of the 6.25% Senior Notes, in
compliance with Section 6.05 and Section 6.18.



     Section 4.09. Investment Company Act. None of the General Partner, the Limited
Partner, the Borrower or any of its Subsidiaries is an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.



     Section 4.10. Taxes. All federal, and material state, local and foreign tax returns,
reports and statements required to be filed (after giving effect to any extension granted in the
time for filing) by the Borrower or any member of the Controlled Group (hereafter collectively
called the “Tax Group”) have been filed with the appropriate Governmental Authority in all
jurisdictions in which such returns, reports, and statements are required to be filed, and all
taxes (which are material in amount) and other impositions due and payable have been timely paid
prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto
for non-payment thereof except (a) where contested in good faith and by appropriate
proceedings or (b) to the extent the failure to pay such, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any member
of the Tax Group has given, or been requested to give, a waiver of the statute of limitations
relating to the payment of any federal, state, local or foreign taxes or other impositions. Proper
and accurate amounts have been withheld by the Borrower and all other members of the Tax Group from
their employees for all periods to comply in all material respects with the tax, social security
and unemployment withholding provisions of applicable federal, state, local and foreign law.
Timely payment of all sales and use taxes required by applicable law have been made by the Borrower
and all other members of the Tax Group, except to the extent that the failure to pay such,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.



     Section 4.11. Pension Plans; ERISA. All Plans are in compliance in all material
respects with all applicable provisions of ERISA. No Termination Event has occurred with respect
to any Plan, and each Plan has complied with and been administered in all material respects in
accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency”
(as defined in Section 302 of ERISA) has occurred and there has been no excise tax imposed under
Section 4971 of the Code. No Reportable Event has occurred with respect to any Multiemployer Plan,
and each Multiemployer Plan has complied with and been administered in all material respects with
applicable provisions of ERISA and the Code. Neither the Borrower nor any member of the Controlled
Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any
withdrawal liability. As of the most recent valuation date applicable thereto, neither the
Borrower nor any member of the Controlled Group would become subject to any liability under ERISA
if the Borrower or any member of the Controlled Group has received notice that any Multiemployer
Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement
and current factual circumstances, the Borrower has no reason to believe that the annual cost
during the term of this Agreement to the Borrower or any member of the Controlled Group for
post-retirement benefits to be provided to the current and former employees



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of the Borrower or any
member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section
3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.




     Section 4.12. Insurance. The Borrower and its Subsidiaries carry the insurance
required to be carried under Section 5.02 of this Agreement.



     Section 4.13. No Burdensome Restrictions; No Defaults. None of the Borrower, any of
its Subsidiaries, the General Partner, or the Limited Partner is a party to any indenture, loan or
credit agreement or any lease or other agreement or instrument or subject to any charter or
partnership restriction or provision of any Legal Requirement which could reasonably, individually
or in the aggregate, be expected to have a Material Adverse Effect or which could affect the
legality, validity, binding effect or enforceability of this Agreement, the Notes, or any other
Credit Document. Except as set forth on Schedule 4.13, none of the Borrower, any of its
Subsidiaries, the General Partner, or the Limited Partner is in default under or with respect to
any Material Contract to which the Borrower, any of its Subsidiaries, the General Partner, or the
Limited Partner is a party.



     Section 4.14. Environmental Condition. Except for matters that, individually or in
the aggregate, (i) do not materially interfere with the ordinary conduct of Business, (ii) do not
materially detract from the value or the use of the portion of the Pipeline Systems affected
thereby and (iii) could not reasonably be expected to have a Material Adverse Effect:



     (a) Permits, Etc. The Borrower and each of its Subsidiaries (i) have
obtained all Environmental Permits necessary for the ownership and operation of its real properties
and the conduct of its Business; (ii) have been and are in compliance with all terms and conditions
of such Environmental Permits and with all other requirements of applicable Environmental Laws;
(iii) have not received written notice of any violation or alleged violation of any Environmental
Law or Environmental Permit; and (iv) are not subject to any actual or contingent Environmental
Claim.



     (b) Certain Liabilities. None of the present or previously owned or
operated real properties of the Borrower and each of its Subsidiaries, wherever located, (i) are on
or, to the Borrower’s knowledge, are proposed to be placed on the National Priorities List, the
Comprehensive Environmental Response Compensation Liability Information System list, or their state
or local analogs, or are otherwise designated, listed, or identified or, to the knowledge of the
Borrower or any of its Subsidiaries, investigated as a potential site for removal, remediation,
cleanup, closure, restoration, reclamation, or
other response activity under any Environmental Laws; (ii) are subject to a Lien, arising
under or in connection with any Environmental Laws, that attaches to any revenues or to any real
property owned or operated by the Borrower or any of its Subsidiaries wherever located; or (iii)
have been the site of any Release of Hazardous Substances from present or past operations which has
caused at the site or at any third-party site any condition that has resulted in or could
reasonably be expected to result in the need for any Response.



     (c) Certain Actions. Without limiting the foregoing, (i) all necessary
notices have been properly filed, and no further action is required under current Environmental Law
as to each Response or other restoration or remedial project taken by the Borrower or any of its
Subsidiaries on any of their presently or formerly owned or operated real property and (ii) there
is no material present and future liability, if any, of the Borrower and its Subsidiaries which
could reasonably be expected to arise in connection with requirements under Environmental Laws.
None of the Borrower or any of its Subsidiaries has knowingly or willfully permitted the commission
of waste or other injury or released



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Hazardous Substances on or about owned or operated property in
violation of applicable Environmental Laws.




     Section 4.15. Permits, Licenses, etc. The Borrower and each of its Subsidiaries
possesses all authorizations, permits, licenses, patents, patent rights or licenses, trademarks,
trademark rights, trade names rights and copyrights which are necessary to conduct the Business.
Each of the Borrower and its Subsidiaries manages and operates its business in all material
respects in accordance with all applicable Legal Requirements, except where such failure to comply,
either individually or in the aggregate, could not reasonably have a Material Adverse Effect. No
violations exist or have been recorded in respect of such authorizations, permits, licenses,
patents, patent rights or licenses, trademarks, trademark rights, trade names rights and
copyrights, including, without limitation, any known conflict with the valid trademarks, trade
names, copyrights or licenses of others which could, individually or in the aggregate, have a
Material Adverse Effect.



     Section 4.16. Security Interests. As of the Effective Date, each of the Borrower and
the Guarantors listed on Schedule 4.16 is a “transmitting utility” within the meaning of
Section 9.501(b) of the Delaware Uniform Commercial Code. On the date of this Agreement, all
governmental actions and all other filings, recordings, registrations, third party consents and
other actions which are necessary to create and perfect the Liens provided for in the Security
Documents will have been made, obtained and taken in all relevant jurisdictions, or satisfactory
arrangements will have been made for all governmental actions and all other filings, recordings,
registrations, third party consents, and other actions which are necessary to create and perfect
the Liens provided for in the Security Documents to be made, obtained, or taken in all relevant
jurisdictions. Upon the filing of the Security Documents, each of the Security Documents creates,
as security for the Obligations purported to be secured thereby, an Acceptable Security Interest.



     Section 4.17. Title, Etc.



     (a) The Borrower and each of its Subsidiaries have good and marketable title, in all
material respects, in all of their respective Property, including, without limitation, the real and
personal property described in each of the Mortgages, as is necessary to operate the Business as
reflected in the Financial Statements, and none of such Property is subject to any Lien, except
Permitted Liens.



     (b) The Pipeline Systems are covered by recorded fee deeds, rights of way,
easements, leases, subleases, servitudes, permits, licenses, or other instruments (collectively,
“rights of way”) in favor of the Borrower or its Subsidiaries (or their predecessors in
interest) and their respective successors and
assigns, except where the failure of the Pipeline Systems to be so covered, individually or in
the aggregate, (i) does not materially interfere with the ordinary conduct of Business, (ii) does
not materially detract from the value or the use of the portion of the Pipeline Systems which are
not covered and (ii) could not reasonably be expected to have a Material Adverse Effect. The
rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant
the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct,
operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in
the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar
assets and in the same way as the Borrower has inspected, operated, repaired, and maintained the
Pipeline Systems as reflected in the Financial Statements; provided, however, (A)
some of the rights of way granted to the Borrower or its Subsidiaries (or their predecessors in
interest) by private parties and Governmental Authorities are revocable at the right of the
applicable grantor, (B) some of the rights of way cross properties that are subject to liens in
favor of third parties that have not been subordinated to the rights of way; and (C) some rights of
way are subject to certain defects, limitations and restrictions; provided,
further, none of the limitations, defects,



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and restrictions described in clauses (A), (B)
and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct
of Business, (y) materially detract from the value or the use of the portion of the Pipeline
Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect.




     (c) The Terminals are covered by fee deeds, real property leases, or other
instruments (collectively “deeds”) in favor of the Borrower or its Subsidiaries (or their
predecessors in interest) and their respective successors and assigns. The deeds grant the
Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate,
and maintain the Terminals in, over, under, and across the land covered thereby in the same way
that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and
in the same way as the Borrower has inspected, operated, repaired, and maintained the Terminals as
reflected in the Financial Statements.



     (d) There has been no and there is not presently any occurrence of any (i) breach or
event of default on the part of the Borrower or any of its Subsidiaries with respect to any right
of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event
of default on the part of any other party to any right of way or deed, or (iii) event that, with
the giving of notice or lapse of time or both, would constitute such breach or event of default on
the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to
the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto,
in each case, to the extent any such breach or default, individually or in the aggregate, (A)
materially interferes with the ordinary conduct of Business, (B) materially detracts from the value
or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be
expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable)
are in full force and effect in all material respects and are valid and enforceable against the
parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws
effecting creditors’ rights generally and subject, as to enforceability to the effect of general
principles of equity) and all rental and other payments due thereunder by the Borrower, its
Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms
of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the
extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere
with the ordinary conduct of Business, (y) does not materially detract from the value or the use of
the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to
have a Material Adverse Effect.



     (e) The Pipeline Systems are located within the confines of the rights of way and do
not encroach upon any adjoining property in any one or more material respects. The Terminals are
located within the boundaries of the property affected by the deeds, leases or other instruments to
the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more
material respects. The buildings and improvements owned or leased by the Borrower and its
Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable
zoning or building law or ordinance or other administrative regulation or (ii) violate any
applicable restrictive covenant or any Legal Requirement, the contravention or violation of which
would materially affect the use of the property subject thereto.



     (f) The material Properties used or to be used in the Business or the continuing
operations of the Borrower and each of its Subsidiaries are in good repair, working order, and
condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower
or any of its Subsidiaries has been affected in any material and adverse manner as a result of any
fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor
disturbance, embargo, requisition or taking of Property



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or cancellation of contracts, permits or
concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any
public enemy.




     (g) No eminent domain proceeding or taking has been commenced or, to the knowledge
of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of
the Pipeline Systems or the Terminals except for that which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.



     (h) No portion of the Pipeline Systems or the Terminals has, since the date of this
Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been
repaired and restored. No portion of the Terminals is located in a special flood hazard area as
designated by any Governmental Authority.



     Section 4.18. State and Federal Regulation.



     (a) The interstate common carrier pipeline operations comprising a portion of the
Pipeline Systems (the “Borrower Interstate Pipelines”) are subject to rate regulation by
the FERC under the Interstate Commerce Act and the Energy Policy Act. With respect to that certain
portion of the Borrower Interstate Pipelines that is located between Artesia, New Mexico and El
Paso, Texas, (i) the rates on file with the FERC are just and reasonable pursuant to the Energy
Policy Act and (ii) to the knowledge of the Borrower, no provision of the tariff containing such
rates is unduly discriminatory or preferential. Except as set forth on Schedule 4.18(a) or
which could not reasonably be expected to cause a Material Adverse Effect, neither the Borrower,
the Parent, any of the Borrower’s Subsidiaries, nor any other Person that now owns or has owned an
interest in any of the Borrower Interstate Pipelines has been or is the subject of a complaint,
investigation or other proceeding regarding their respective rates or practices with respect to the
Borrower Interstate Pipelines. No such complaint, petition, or other filing with the FERC,
individually or in the aggregate, could result, if adversely determined to the position or interest
of Borrower or its applicable Subsidiaries, in a Material Adverse Effect.



     (b) With respect to those certain intrastate common carrier pipeline operations that
comprise a portion of the Pipeline Systems, as of the Effective Date, such pipeline operations in
the State of Texas (the “Texas Intrastate Pipelines”) are subject to regulation by the
Railroad Commission of Texas. Each of the Borrower and its Subsidiaries which owns pipelines and
conducts pipeline operations in the State of Texas has followed prudent practice in the refined
products transportation and distribution industries, as
applicable, regarding the setting of rates for services provided and the implementation of
such rates. To the Borrower’s knowledge, the rates charged by Borrower and its Subsidiaries with
respect to the Texas Intrastate Pipelines, as reflected in the Financial Statements, provide no
more than a fair return on the aggregate value of the property used to render services on the Texas
Intrastate Pipelines, and to the Borrower’s knowledge, neither Borrower nor any of its Subsidiaries
uses, charges, imposes, or implements, or has previously done any of the foregoing in a
discriminatory way. As of the Effective Date, the Borrower’s and its Subsidiaries’ pipeline
operations in the State of Idaho and in the State of New Mexico do not constitute intrastate common
carrier pipeline operations and are not subject to regulation by the Idaho Public Utilities
Commission or the New Mexico Public Regulation Commission. Except as set forth on Schedule
4.18(b), neither the Borrower, the Parent, any of the Borrower’s Subsidiaries, nor any other
party that now owns or has owned an interest in any of the Texas Intrastate Pipelines has been or
is the subject of a complaint, investigation or other proceeding regarding their respective rates
or practices with respect to the Texas Intrastate Pipelines.



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     Section 4.19. FERC.



     (a) Each of the Borrower and its Subsidiaries is in compliance, in all material
respects, with all rules, regulations and orders of the FERC and all State Pipeline Regulatory
Agencies applicable to the Pipeline Systems.



     (b) As of the date of this Agreement, none of the Borrower or its Subsidiaries is
liable for any refunds or interest thereon as a result of an order from the FERC or any other
Governmental Authority with jurisdiction over the Pipeline Systems.



     (c) The Borrower’s and any applicable Subsidiary’s report on Form 6 filed with the
FERC complies as to form with all applicable legal requirements and does not contain any untrue
statement of a material fact or omit to state a material fact required to make the statements
therein not misleading.



     (d) Without limiting the generality of Section 4.15 of this Agreement, no
certificate, license, permit, consent, authorization or order (to the extent not otherwise
obtained) is required by the Borrower or any of its Subsidiaries from any Governmental Authority to
construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute
Refined Products under existing contracts and agreements as the Pipeline Systems are presently
owned, operated and maintained.



     Section 4.20. Title to Refined Products. None of the Borrower or any of its
Subsidiaries have title to any of the Refined Products or other petroleum products which are
transported and/or distributed through the Pipeline Systems.



     Section 4.21. Employee Matters. None of the Borrower, any of its Subsidiaries, or any
of their respective employees are subject to any collective bargaining agreement, and no petition
for certification or union election is pending with respect to the employees of the Borrower or any
of its Subsidiaries and, no union or collective bargaining unit has sought such certification or
recognition with respect to the employees of the Borrower or any of its Subsidiaries. There are no
strikes, slowdowns, work stoppages, or controversies pending or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries which could have, either individually or
in the aggregate, a Material Adverse Effect.



     Section 4.22. Ownership.



     (a) As of the date hereof, the General Partner is the sole general partner of the
Borrower, and the Limited Partner is the sole limited partner of the Borrower. As of the date
hereof, (i) the General Partner is the legal and beneficial owner of 0.001% of the partnership
interests in the Borrower, and (ii) the Limited Partner is the legal and beneficial owner of
99.999% of the limited partnership interests in the Borrower and 100% of the membership interests
in the General Partner. No part of the partnership interests in the Borrower or the membership
interests of the General Partner is subject to any Lien, other than in favor of the Administrative
Agent. After the Effective Date, the Borrower Partnership Agreement has not been amended,
restated, supplemented, or revised other than in accordance with the terms of Section 6.09.



     (b) As of the date hereof, the Equity Interests in the Guarantors (other than the
Limited Partner) and their Subsidiaries are legally and beneficially owned by the Persons, and by
such Persons in the percentages, specified in Schedule 1.01(d). No part of such Equity
Interests is subject to any Lien, other than in favor of the Administrative Agent.



     Section 4.23. Solvency.



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     (a) Immediately before and immediately after the execution of this Agreement and
immediately before and immediately after any Borrowing under this Agreement, (i) on a pro forma
basis, the assets of the Borrower and its Subsidiaries on a Consolidated basis, at a fair
valuation, exceeds the debts and liabilities, subordinated, contingent or otherwise, of the
Borrower and its Subsidiaries on a Consolidated basis; (ii) the present fair saleable value of the
Property of the Borrower and its Subsidiaries on a Consolidated basis is greater than the amount
that would be required to pay the probable liability of the Borrower and its Subsidiaries on a
Consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured; (iii) the Borrower and its
Subsidiaries on a Consolidated basis can pay their debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and
its Subsidiaries on a Consolidated basis do not have unreasonably small capital with which to
conduct the Business as reflected in the Financial Statements, as the Business is now conducted,
and as the Business is proposed to be conducted after the dates, from time to time, at which the
representation in this Section 4.23(a) speaks.



     (b) The Borrower does not intend to, or to permit any of its Subsidiaries to, and
does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay
such debts as they mature, taking into account the timing of and amounts of cash to be received by
it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of
its Debt or the Debt of such Subsidiary.



ARTICLE V




AFFIRMATIVE COVENANTS



     So long as any Note or any amount under any Credit Document shall remain unpaid, any Letter of
Credit shall remain outstanding, or any Lender shall have any Commitment hereunder, the Borrower
agrees to comply with the following covenants.



     Section 5.01. Compliance with Laws, Etc. The Borrower will, and will cause its
Subsidiaries to, comply in all material respects with all Legal Requirements. Without limitation
of the foregoing, the Borrower shall, and shall cause its Subsidiaries and, shall use reasonable
efforts to cause each lessee or other Person operating or occupying any of its properties, to (i)
comply, in all material respects with all applicable Environmental Laws and Environmental Permits,
(ii) obtain and renew when needed all Environmental Permits necessary for its operations and
properties, (iii) conduct any investigation, study, sampling, or testing required by applicable
Environmental Laws and (iv) undertake any cleanup, removal, remedial and other action necessary to
remove and clean up all Hazardous Substances from any of its properties, in accordance with the
requirements of all Environmental Laws.



     Section 5.02. Maintenance of Insurance.



     (a) Policies and Certificates. The Borrower shall, and shall cause its
Subsidiaries to, procure and maintain or shall cause to be procured and maintained continuously in
effect policies of insurance in form and amounts and issued by financially sound insurance
companies as is customary for companies in the same or similar businesses. Upon request of the
Administrative Agent, summaries or copies of all policies or certificates thereof, and endorsements
and renewals thereof of the Borrower and its Subsidiaries shall be delivered to and retained by the
Administrative Agent. All such policies of insurance shall either have attached thereto a Lender’s
Loss Payable Endorsement for the benefit of the Administrative Agent for its benefit and the
ratable benefit of the Lenders, as loss payee in form reasonably satisfactory to the Administrative
Agent in its sole discretion or shall name the Administrative



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Agent as an additional insured, as applicable. All policies or certificates of insurance
shall set forth the coverage, the limits of liability, the name of the carrier, the policy number,
and the period of coverage. All such certificates of insurance of the Borrower and its
Subsidiaries shall contain a provision that notwithstanding any contrary agreements between the
Borrower, its Subsidiaries and the applicable insurance company, such policies will not be
canceled, allowed to lapse without renewal, surrendered or amended solely to reduce the scope or
limits of coverage without the applicable insurance company endeavoring to provide at least thirty
days’ prior written notice to the Administrative Agent.




     (b) Notice of Casualty Events, Etc. Promptly upon obtaining knowledge
thereof, the Borrower shall notify the Administrative Agent of any material casualty to the
Collateral, including all casualties to the Collateral where the aggregate damage to the Collateral
could exceed $5,000,000. With respect to any potential claims under any business interruption,
property, or environmental insurance maintained by the Borrower in excess of such amount, after the
occurrence and during the continuance of an Event of Default, the Administrative Agent may, but
shall not be required to, in consultation with the Borrower, make proof of loss under, settle and
adjust any claims under, and receive the proceeds under any such insurance or direct the Borrower
to take such actions at the direction of the Administrative Agent, and the reasonable expenses
incurred by the Administrative Agent in adjustment and collection of such proceeds shall be paid by
the Borrower. The Administrative Agent shall not be liable or responsible for failure to collect
or exercise diligence in the collection of any proceeds.



     (c) Payments. The insurance proceeds received on account of any loss,
damage, destruction or other casualty (i) if any Event of Default has occurred and is continuing,
shall be applied as a mandatory prepayment of the Advances or (ii) (A) if no Event of Default has
occurred and is continuing, (B) the Borrower desires to rebuild, restore, or replace such property
and (C) the rebuilding, restoration, or replacement can be and is completed within two hundred and
seventy days after receipt of such proceeds or if such rebuilding, restoration, or replacement is
not completed within such two hundred and seventy day period, the Borrower during such period has
continued to work diligently to complete such rebuilding, restoration, or replacement as determined
in the Administrative Agent’s sole but reasonable discretion, then such proceeds shall be delivered
to the Borrower or the applicable Guarantor to be applied to pay for the cost of repair,
restoration, or replacement of the Collateral subject to such loss, damage, destruction or other
casualty, which Collateral shall be so repaired, restored, or replaced as to be of at least equal
value and substantially the same character as prior to such loss, damage, destruction or other
casualty. In the event that any such proceeds are paid to the Borrower or any such Guarantor in
violation of the foregoing, the Borrower or such Guarantor shall hold the proceeds in trust for the
Administrative Agent, segregate the proceeds from the other funds of the Borrower or such
Guarantor, and promptly pay the proceeds to the Administrative Agent with any necessary
endorsement. Upon the request of the Administrative Agent, after the occurrence and during the
continuance of any Event of Default, the Borrower or any such Subsidiary shall execute and deliver
to the Administrative Agent any additional assignments and other documents as may be reasonably
necessary to enable the Administrative Agent to directly collect the proceeds.



     (d) Collateral Protection Insurance Notice. TEXAS FINANCE CODE SECTION
307.052 COLLATERAL PROTECTION INSURANCE NOTICE: (A) BORROWER IS REQUIRED TO (i) KEEP THE COLLATERAL
INSURED AGAINST DAMAGE IN THE AMOUNT SPECIFIED HEREIN; (ii) PURCHASE THE INSURANCE FROM AN INSURER
THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES INSURER OR
OTHERWISE AS PROVIDED HEREIN; AND (iii) NAME THE ADMINISTRATIVE AGENT AS THE PERSON TO BE PAID
UNDER THE POLICY IN THE EVENT OF A LOSS AS PROVIDED HEREIN; (B) SUBJECT TO THE PROVISIONS HEREOF,
BORROWER MUST, IF REQUIRED BY THE ADMINISTRATIVE AGENT, DELIVER TO THE ADMINISTRATIVE



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AGENT A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS; AND (C) SUBJECT TO THE PROVISIONS HEREOF, IF BORROWER FAILS
TO MEET ANY REQUIREMENT LISTED IN THE FOREGOING SUBPARTS (A) OR (B), THE ADMINISTRATIVE AGENT MAY
OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF BORROWER AT BORROWER’S EXPENSE.




     Section 5.03. Preservation of Existence, Etc. Except as otherwise permitted by
Section 6.04, the Borrower will, and will cause its Subsidiaries to, preserve and maintain their
existence, rights, franchises and privileges in the jurisdiction of their formation, and qualify
and remain qualified to do business and as is otherwise required in each jurisdiction in which such
qualification is necessary or desirable in view of its business and operations or the ownership of
its Properties; provided, however, that neither Borrower nor any of its
Subsidiaries shall be required to preserve any such right or franchise if the general partner,
board of directors or equivalent body of the Borrower or such Subsidiary determines that the
preservation thereof is no longer desirable in the conduct of the business of the Borrower or such
Subsidiary, as applicable, and if the loss of any such right or franchise is not disadvantageous in
any material respect to the Lenders.



     Section 5.04. Payment of Taxes, Etc. The Borrower will, and will cause its
Subsidiaries to, pay and discharge before the same shall become delinquent (a) all taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or
Property and (b) all lawful claims that are material in amount which, if unpaid, might by law
become a Lien upon its Property; provided, however, that the Borrower and its
Subsidiaries shall not be required to pay or discharge any such tax, assessment, charge, levy, or
claim (i) which is being contested in good faith and by appropriate proceedings, and with respect
to which reserves in conformity with GAAP have been provided or (ii) to the extent a failure to pay
or discharge, individually or in the aggregate, could not have a Material Adverse Effect.



     Section 5.05. Books and Records; Visitation Rights. The Borrower will keep, and cause
each of its Subsidiaries to keep, proper records and books of account in which full and correct
entries shall be made of all financial transactions and the assets and business of the Borrower and
each of its Subsidiaries, in accordance with GAAP consistently applied. At any reasonable time and
from time-to-time during normal business hours, upon reasonable prior written notice, the Borrower
will, and will cause its Subsidiaries to, permit the Administrative Agent and each of the Lenders
or representatives thereof, to examine and make copies of and abstracts from the records and books
of account of the Borrower and its Subsidiaries, to visit and inspect at its reasonable discretion
the Properties of the Borrower and its Subsidiaries, and to discuss the affairs, finances, and
accounts of the Borrower and its Subsidiaries with any officers and directors of the Borrower or
its Subsidiaries.



     Section 5.06. Reporting Requirements. The Borrower will furnish to the Administrative
Agent and to each Lender:



     (a) Events of Default. As soon as possible and in any event within five
days after the occurrence of each Event of Default known to a Responsible Officer, a statement of a
Responsible Officer setting forth the details of such Event of Default and the actions which the
Borrower has taken and proposes to take with respect thereto;



     (b) Quarterly Financials. As soon as available and in any event not later
than forty-five days after the end of each of the first three quarters of each fiscal year of the
Limited Partner and its Subsidiaries: (i) the unaudited Consolidated and consolidating balance
sheet of the Limited Partner and its Subsidiaries as of the end of such quarter and the unaudited Consolidated and consolidating
statements of



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income, operations, changes in partners’ capital, retained earnings, and cash flows
of the Limited Partner and its Subsidiaries for the period commencing at the end of the previous
year and ending with the end of such quarter, setting forth (as applicable) in each case in
comparative form the corresponding figures for the corresponding period of the preceding fiscal
year, all in reasonable detail and duly certified with respect to such statements (subject to
year-end audit adjustments) by the chief financial officer of the General Partner as having been
prepared in accordance with GAAP, and (ii) together with the unaudited financials required above, a
Compliance Certificate executed by a Responsible Officer;




     (c) Audited Annual Financials. As soon as available and in any event not
later than ninety days after the end of each fiscal year of the Limited Partner: (i) a copy of the
annual audited Consolidated and consolidating balance sheet for such year for the Limited Partner
and its Subsidiaries, and the audited Consolidated and consolidating statements of income,
operations, changes in partners’ capital, retained earnings, and cash flows of the Limited Partner
and its Subsidiaries for such fiscal year, in each case certified without qualification by an
independent certified public accountant of recognized standing acceptable to the Administrative
Agent, together with a certificate of such accounting firm stating that, in the course of the
regular audit of the Business of the Limited Partner and its Subsidiaries, which audit was
conducted by such accounting firm, either that such accounting firm has obtained no knowledge that
a Default has occurred and is continuing or if in the opinion of such accounting firm such a
Default has occurred and is continuing, a statement stating that a Default has occurred and is
continuing, and (ii) together with the audited financials required above, a Compliance Certificate
executed by a Responsible Officer;



     (d) [Intentionally Deleted.];



     (e) Securities Filings and other Public Information. Promptly and in any
event within ten days after the sending or filing thereof, copies of all proxy material, filings,
reports and other information which the Parent, the Limited Partner, the Borrower and each of the
Borrower’s Subsidiaries sends to the holders of its respective public securities, files with the
SEC, or otherwise makes available to the public or the financial community generally;



     (f) Insurance Certificates. As soon as possible and in any event within
sixty days after the end of each policy year of the Borrower, certificates of insurance with
respect to the insurance policies covering the Borrower and its Subsidiaries, together with, if
requested by the Administrative Agent, copies of all insurance policies covering the Borrower and
its Subsidiaries;



     (g) Termination Events. As soon as possible and in any event (i) within 30
days after the Borrower or any member of the Controlled Group knows or has reason to know that any
Termination Event described in clause (a) of the definition of Termination Event with respect to
any Plan has occurred, and (ii) within 10 days after the Borrower or any of its Affiliates knows or
has reason to know that any other Termination Event with respect to any Plan has occurred, a
statement of a Responsible Officer describing such Termination Event and the action, if any, which
the Borrower or such Affiliate proposes to take with respect thereto;



     (h) Termination of Plans. Promptly and in any event within five Business
Days after receipt thereof by the Borrower or any member of the Controlled Group from the PBGC,
copies of each notice received by the Borrower or any such member of the Controlled Group of the
PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;



     (i) Other ERISA Notices. Promptly and in any event within five Business
Days after receipt thereof by the Borrower or any member of the Controlled Group from a
Multiemployer Plan sponsor, a



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copy of each notice received by the Borrower or any member of the
Controlled Group concerning the imposition or amount of withdrawal liability pursuant to Section
4202 of ERISA;




     (j) Environmental Notices. Promptly upon the receipt thereof by the
Borrower and its Subsidiaries, a copy of any form of written notice, summons or citation received
from the EPA, or any other Governmental Authority concerning: (i) material violations or alleged
material violations of Environmental Laws; (ii) any action or omission on the part of the Borrower
or any of its Subsidiaries in connection with Hazardous Substances which could reasonably result in
the imposition of material liability therefor, including without limitation any notice of potential
responsibility under CERCLA; or (iii) concerning the filing of a Lien upon, against or in
connection with the Borrower, its Subsidiaries, or any of their leased or owned Property, wherever
located;



     (k) Regulatory Notices. Promptly and in any event within five Business Days
after receipt thereof by the Borrower and its Subsidiaries, a copy of any form of material notice,
summons, citation, proceeding or order received from the FERC or any other Governmental Authority
concerning the regulation of any material portion of the Pipeline Systems;



     (l) Other Notices. Promptly and in any event within five Business Days
after receipt thereof by the Borrower and its Subsidiaries, a copy of (i) any written notice,
summons, citation, or proceeding from a Governmental Authority that could reasonably be expected to
cause a Material Adverse Effect, (ii) any of the foregoing items that seeks to modify in any
material adverse respect, revoke, or suspend any Material Contract, and (iii) any written notice,
summons, or citation with respect to the commencement of any legal proceedings adversely affecting
the Borrower’s or its Subsidiaries’ title to the Collateral or the Administrative Agent’s Lien or
security interest in such Collateral, or any part thereof;



     (m) Material Changes. Prompt written notice of any condition or event of
which the Borrower or any of its Subsidiaries has knowledge, which condition or event has resulted
or may reasonably be expected to result in (i) a Material Adverse Effect, or (ii) a breach of or
noncompliance with any material term, condition, or covenant of any Material Contract to which the
Borrower or any of its Subsidiaries is a party or by which their Properties may be bound which
breach or noncompliance could reasonably be expected to result in a Material Adverse Effect;



     (n) Disputes, etc. Prompt written notice of (i) any litigation or
proceedings existing, or to the knowledge of the Borrower or any of its Subsidiaries, threatened or
affecting the Borrower or any of its Subsidiaries or the Collateral which, if adversely determined,
could reasonably be expected to have a Material Adverse Effect or any material labor controversy of
which the Borrower or any of its Subsidiaries has knowledge resulting in or reasonably considered
to be likely to result in a strike against the Borrower or any Subsidiary of the Borrower and (ii)
any claim, judgment, Lien or other encumbrance (other than a Permitted Lien) affecting any Property
of the Borrower or any Subsidiary of the Borrower, if the value of the claim, judgment, Lien, or
other encumbrance affecting such Property shall exceed $10,000,000; and



     (o) Other Information. Such other information respecting the business or
Properties, or the condition or operations, financial or otherwise, of the Borrower, any of its
Subsidiaries, and any Partner, as the Administrative Agent or any Lender may from time-to-time
reasonably request.


Documents required to be delivered pursuant to Sections 5.06(b)(i), 5.06(c)(i) or 5.06(e) may be
delivered electronically with a posting on the Borrower’s website on the Internet or any other
Internet or intranet website to which each Lender and the Administrative Agent has access, and if
so delivered, shall be deemed to have been delivered (i) with respect to the financials required to
be delivered pursuant to




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5.06(b)(i) and 5.06(c)(i), on the date that the Borrower delivers the
Compliance Certificates to the Administrative Agent as required under Section 5.06(b)(ii) and
5.06(c)(ii), and (ii) with respect to the documents required to be delivered pursuant to Section
5.06(e), on the date that the Borrower delivers a written notification to the Administrative Agent
that such documents have been posted on such Internet or intranet website.



If the certificate containing any computation referred to in clauses (b) or (c) above includes pro
forma EBITDA with respect to any Capital Expansion Project, such certificate shall also certify as
to (1) with respect to the first inclusion of pro forma EBITDA, the Scheduled Completion Date of
such Capital Expansion Project and (2) thereafter, the Borrower’s current good faith estimate of
the date upon which such Capital Expansion Project will be completed.




     Section 5.07. Maintenance of Property. The Borrower will, and will cause its
Subsidiaries to, maintain its owned, leased, or operated Properties that are necessary for the
conduct of its business in good condition and repair, ordinary wear and tear excepted.
Additionally, the Borrower will, and will cause its Subsidiaries to, abstain from causing and not
permit the occurrence of pollution, contamination or any other condition in, on or about its owned,
leased or operated Property involving the Environment that could reasonably be expected to result
in Response activities.



     Section 5.08. Maintenance of Pipeline Systems and Terminals. The Borrower will, and
will cause its Subsidiaries to (a) maintain or cause the maintenance of the interests and rights
(i) which are necessary to maintain the rights of way for the Pipeline Systems and to maintain the
Terminals, each as reflected in the Financial Statements and (ii) which individually or in the
aggregate, could, if not maintained, reasonably be expected to have a Material Adverse Effect, (b)
subject to the Permitted Liens, maintain the Pipeline Systems within the confines of the rights of
way without material encroachment upon any adjoining property and maintain the Terminals within the
boundaries of the deeds and without material encroachment upon any adjoining property, (c) maintain
such rights of ingress and egress necessary to permit the Borrower and its Subsidiaries to inspect,
operate, repair, and maintain the Pipeline Systems and the Terminals to the extent that failure to
maintain such rights, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect and provided that the Borrower or any of its Subsidiaries may hire third
parties to perform these functions, and (d) maintain all material agreements, licenses, permits,
and other rights required for any of the foregoing described in clauses (a), (b), and (c) of this
Section 5.08 in full force and effect in accordance with their terms, timely make any payments due
thereunder, and prevent any default thereunder which could result in a termination or loss thereof,
except any such failure to pay or default that could not reasonably, individually or in the
aggregate, be expected to cause a Material Adverse Effect.



     Section 5.09. State Regulatory Authority. The Borrower shall, and shall cause its
Subsidiaries to, not knowingly take any action or permit the Borrower or any of its Subsidiaries to
take any action which could cause the Borrower’s or any of its Subsidiaries’ Business which is not
already so regulated or treated to be (a) regulated as a “utility”, “public utility” or a “gas
utility” by any State Pipeline Regulatory Agency; (b) deemed to be providing any service that would
require the prior approval of any State Pipeline Regulatory Agency in order to discontinue or
abandon such service; (c) within the meaning of the regulations of any State Pipeline Regulatory
Agency be deemed to be (i) charging a “residential rate” or “commercial rate”, or (ii) providing
“gas utility service to residential and small commercial customers”
(within the meaning of Section 7.45 of the Rules of the Railroad Commission of Texas); or (d)
subject to FERC jurisdiction.



     Section 5.10. Additional Subsidiaries. The Borrower shall, and shall cause each of
its Material Subsidiaries to, (a) cause any Person (whether now existing or hereafter created)
becoming a Material Subsidiary of the Borrower to, promptly and in any event no later than thirty
days after such Person



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becomes a Material Subsidiary of the Borrower (i) execute a Guaranty, (ii)
to the extent required by Section 5.11, execute a Security Agreement, (iii) if such Person owns any
Equity Interests in any other Person and to the extent required by Section 5.11, execute a Pledge
Agreement, (iv) if such Person holds any real property interest and to the extent required by
Section 5.11 but subject to the Third Party Consent Limitation, execute a Mortgage, (v) to the
extent required by Section 5.11, execute such other Security Documents as the Administrative Agent
may reasonably request, and (vi) provide evidence of corporate authority to enter into such Credit
Documents as the Administrative Agent may reasonably request, including without limitation,
opinions of legal counsel regarding such corporate authority and the enforceability of such Credit
Documents and (b) cause the owners of the Equity Interests of such new Material Subsidiary to (i)
execute a Pledge Agreement and grant to the Administrative Agent an Acceptable Security Interest in
such Equity Interests and (ii) provide such evidence of corporate authority to enter into such
Credit Documents and other due diligence as the Administrative Agent may reasonably request,
including without limitation, opinions of legal counsel regarding such corporate authority, the
enforceability and perfection of such Credit Documents and title evidence regarding the ownership
of the assets being acquired. The Borrower shall notify the Administrative Agent in writing of the
formation or acquisition of any Subsidiary which is not a Material Subsidiary within sixty (60)
days after its formation or acquisition.




     Section 5.11. Agreement to Pledge. The Borrower will, and will cause its Material
Subsidiaries to, grant to the Administrative Agent an Acceptable Security Interest in any Property
of the Borrower or any Material Subsidiary now owned or hereafter acquired that exceeds the
Material Collateral Threshold; provided however, the Borrower and its Material
Subsidiaries will not be required to grant to the Administrative Agent an Acceptable Security
Interest in any Property of the Borrower or any Material Subsidiary hereafter acquired that exceeds
the Material Collateral Threshold if the Administrative Agent determines in its sole discretion
that the relative burdens and expense of obtaining an Acceptable Security Interest in such Property
outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property;
provided that (a) Plains Holdco shall not be required to pledge the Equity Interests of
Plains JV owned by it, (b) UNEV Holdco shall not be required to pledge the Equity Interests of UNEV
JV owned by it, and (c) Future Holdcos shall not be required to pledge the Equity Interests of any
Future JVs owned by such Future Holdcos; and provided further however that
no Borrower nor any applicable Subsidiary shall be required to grant any Acceptable Security
Interest in any real property interest that is subject to the Third Party Consent Limitation.
Additionally, if after the date of this Agreement the Borrower or any of its Material Subsidiaries
purchases fee title to any real property, the Borrower or such Material Subsidiary shall obtain
Acceptable Surveys and Acceptable Title Commitments in respect of all such acquired real property
(other than (x) the Excluded Property and (y) real property that consists merely of pipelines or
gathering lines).



     Section 5.12. Environmental Remediation and Indemnification. If at any time any
Hazardous Substance is discovered on, under, or about any real property subject to any Mortgage or
any other real property owned or operated by the Borrower or any of its Subsidiaries (“Other
Property”) in violation of any Environmental Law in any material respect, the Borrower will
inform the Administrative Agent of the same and of the Borrower’s proposed response as required
under Environmental Law, including, without limitation, the performance of any required
investigatory or remedial activity, and the Borrower will, at its sole cost and expense, remedy or
remove such Hazardous Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with
(a) the approval of the appropriate Governmental Authority, if any such approval is required under
Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies
of the Administrative Agent and the Lenders under the Credit Documents, but subject to the
Borrower’s or the applicable Subsidiaries’ right to contest the performance of any such response,
as further described in this Section 5.12, if such Hazardous Substances require remediation or
removal as set forth in this Section



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5.12 but has not been remedied or removed from the affected
Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other
Property by the Borrower within the time periods contemplated by the applicable response, the
Administrative Agent may, at its sole discretion and after giving the Borrower written notification
of its intention to self-implement any required response, pay to have the same remedied or removed
in accordance with the applicable remediation program, and the Borrower will reimburse the
Administrative Agent therefore within ten days of the Administrative Agent’s demand for payment.
The Borrower shall have the right to contest any notice, directive or other demand of any third
party, including without limitation, any Governmental Authority, to remedy or remove Hazardous
Substances from any Property subject to a Mortgage or any Other Property so long as the Borrower
diligently prosecutes such contest to completion, complies with any final order or determination
and, before such contest, either furnishes the Administrative Agent security in an amount equal to
the cost of remediation or removal of the Hazardous Substances or posts a bond with a surety
satisfactory to the Administrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE
FOR, AND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST,
ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS,
PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO
ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (Y) THE COSTS OF ANY REPAIR, CLEANUP OR
DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND
THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER
ENVIRONMENTAL LAW; AND (Z) ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT
OR A LENDER IN CONNECTION WITH CLAUSE (Y) ABOVE, INCLUDING REASONABLE ATTORNEYS’ FEES;
PROVIDED, HOWEVER, THAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING
THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR
A LENDER AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. THE COVENANTS AND
INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE
OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.




     Section 5.13. Use of Proceeds. The Borrower shall use the proceeds of the Borrowings
and the Letters of Credit to make Restricted Payments with the proceeds of Advances in compliance
with Section 6.05, for Acquisitions, for Investments, to refinance Debt owing under the Prior
Credit Agreement and to pay fees and expenses related to the refinancing of such Debt, for working
capital and general corporate purposes, including, without limitation, Capital Expansion Projects
and the making of capital expenditures and to repay or repurchase all or a portion of the 6.25%
Senior Notes in compliance with Section 6.18. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of the
Borrowings will be used to purchase or carry any margin stock in violation of Regulations D, T, U,
or X.



     Section 5.14. Further Assurances.



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     (a) Promptly upon request and at its expense, the Borrower shall, and shall cause
each Subsidiary to, cure any defects in the creation and issuance of the Notes and the execution
and delivery of this Agreement and the other Credit Documents. The Borrower hereby authorizes the
Lenders or the Administrative Agent to file any financing statements without the signature of the
Borrower to the extent permitted by applicable law in order to perfect or maintain the perfection
of any security interest granted under any of the Credit Documents. The Borrower at its expense
will, and will cause each Subsidiary to, promptly execute and deliver to the Administrative Agent
upon reasonable request all such other documents, agreements and instruments to comply with or
accomplish the covenants and agreements of the Borrower or any Subsidiary, as the case may be, in
the Security Documents and this Agreement, or to further evidence and more fully describe the
collateral intended as security for the Notes, or to correct any omissions in the Security
Documents, or to state more fully the security obligations set out herein or in any of the Security
Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Security
Documents, or to make any recordings, to file any notices or obtain any consents, all as may be
necessary or appropriate in connection therewith or to enable the Administrative Agent to exercise
and enforce its rights and remedies with respect to any Collateral.



     (b) Within 30 days after a request by the Administrative Agent or the Lenders to
cure any title defects or exceptions which are not Permitted Liens and which, individually or in
the aggregate, (i) materially interfere with the ordinary conduct of Business, (ii) materially
detract from the value or the use of the portion of the Pipeline Systems affected thereby, or (iii)
could reasonably have a Material Adverse Effect, the Borrower shall cure such title defects or
exceptions or substitute such Collateral with acceptable Property of an equivalent value with no
title defects or exceptions and deliver to the Administrative Agent satisfactory title evidence in
form and substance acceptable to the Administrative Agent in its reasonable business judgment as to
the Borrower’s and its Subsidiaries’ title in such Property and the Administrative Agent’s Liens
and security interests therein.



     (c) Promptly upon the receipt by the Borrower or any of its Subsidiaries of the
notices, summons or citations described in Section 5.06(l)(iii) hereof and provided that such legal
proceedings could (i) materially interfere with the ordinary conduct of Business, (ii) materially
detract from the value or the use of the portion of the Collateral affected thereby, or (iii)
reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries shall
take such action as may be reasonably necessary to preserve the Borrower’s, its Subsidiaries’, and
the Administrative Agent’s (as the secured party) rights affected thereby. If the Borrower or any
of its Subsidiaries fails or refuses to adequately, in the reasonable judgment of the
Administrative Agent as the secured party, defend the Borrower’s, its Subsidiaries’, and the
Administrative Agent’s (as the secured party) rights affected thereby, the Administrative Agent, as
the secured party, may, after prior written notice to the Borrower, take such action on behalf of
and in the name of Borrower and its Subsidiaries and at the Borrower’s or such Subsidiary’s sole
cost and expense. Moreover, the Administrative Agent as the secured party may take such
independent action in connection therewith as it may in its reasonable discretion deem proper,
including the right to employ independent counsel and to intervene in any suit affecting the
Collateral. All reasonable costs, expenses and attorneys’ fees incurred by Administrative Agent
pursuant to this Section 5.14 or in connection with the defense by the Administrative Agent of any
claims, demands or litigation relating to the Collateral shall be paid by Borrower as provided in
Section 9.04.



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ARTICLE VI




NEGATIVE COVENANTS



     So long as any Note or any amount under any Credit Document shall remain unpaid, any Letter of
Credit shall remain outstanding or there shall be any Letter of Credit Exposure, or any Lender
shall have any Commitment, the Borrower agrees to comply with the following covenants.



     Section 6.01. Liens, Etc. The Borrower will not, and will not permit any of its
Subsidiaries to, create, assume, incur or suffer to exist, any Lien on or in respect of any of its
Property whether now owned or hereafter acquired, or assign any right to receive income, except
that the Borrower or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens
(“Permitted Liens”):



     (a) securing the Obligations;



     (b) for taxes, assessments, governmental charges, or levies on Property of the
Borrower or any Guarantor not yet due or that (provided foreclosure, sale or other similar
proceedings shall not have been initiated) are being contested in good faith by appropriate
proceedings, and such reserve as may be required by GAAP shall have been made therefor;



     (c) in favor of bankers and/or financial institutions in respect of deposit
accounts, other Liens imposed by law, such as landlords’, carriers’, warehousemen’s and mechanics’
liens and other similar Liens arising by operation of law in the ordinary course of business in
respect of obligations that are not yet due or that are being contested in good faith by
appropriate proceedings, provided such reserve as may be required by GAAP shall have been
made therefor;



     (d) arising in the ordinary course of business out of pledges or deposits under
workers’ compensation laws, unemployment insurance, old age pensions or other social security or
retirement benefits, or similar legislation or to secure public or statutory obligations of the
Borrower or any Guarantor;



     (e) comprised of minor defects, irregularities, and deficiencies in title to, and
easements, rights-of-way, zoning restrictions and other similar restrictions, charges or
encumbrances, defects and irregularities in the physical placement and location of pipelines within
the areas covered by the easements, leases, licenses and other rights in real property in favor of
the Borrower or any of its Subsidiaries which, individually and in the aggregate, do not materially
interfere with the ordinary conduct of Business, do not materially detract from the value or the
use of the property which they affect, and could not reasonably have a Material Adverse Effect;



     (f) comprised of deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of like nature incurred in the ordinary course of business;



     (g) created out of judgments or awards against the Borrower or any Guarantor and
that (i) do not give rise to an Event of Default and (ii) with respect to which the Borrower or any
Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review
and with respect to which it shall have secured a stay of execution pending such appeal or
proceedings for review;



     (h) constituting purchase money Liens or security interests upon or in any Property
acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to
secure the



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purchase price of such Property or to secure indebtedness incurred solely for the
purpose of financing the acquisition of such Property; provided that (A) the
aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i)
shall not exceed $30,000,000, (B) no such Lien may extend to or cover any Property other than the
Property being acquired, and (C) no such renewal or refinancing may extend to or cover any property
not previously subject to the Lien being renewed or refinanced;




     (i) (i) assumed by Borrower or its Subsidiaries in connection with an Acquisition
and (ii) securing Capital Leases; provided that the aggregate amount of all Debt secured by such
Liens may not exceed $30,000,000 in the aggregate;



     (j) existing on the Effective Date and listed on Schedule 6.01 attached
hereto and any renewals or extensions thereof; provided that the property covered thereby is not
increased and any renewal or extension of the obligations secured or benefitted thereby is
permitted by Section 6.02; and



     (k) securing Debt permitted under Section 6.02(k).



     Section 6.02. Debts, Guaranties and Other Obligations. The Borrower will not, and
will not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner
become or be liable, in respect of any Debt except:



     (a) Debt of the Borrower and its Subsidiaries under the Credit Documents;



     (b) Debt of the Borrower existing on the date of this Agreement and disclosed in the
attached Schedule 6.02 and any extensions, rearrangements and modifications thereof which
do not increase the principal amount thereof or the interest rate charged thereon above a market
rate of interest;



     (c) Debt of the Borrower or any of its Subsidiaries under any Lender Hedging
Agreement;



     (d) Debt in respect of endorsement of negotiable instruments in the ordinary course
of business;



     (e) Debt attributable to Capital Leases which, when combined with Debt under clause
(i) below, does not exceed $30,000,000 in the aggregate;



     (f) Debt between the Borrower and any of its wholly-owned Subsidiaries;



     (g) Debt between any wholly-owned Subsidiary of the Borrower and any other
wholly-owned Subsidiary of the Borrower;



     (h) Debt secured by Liens permitted under Section 6.01(h);



     (i) Debt assumed in connection with an Acquisition and secured by Liens permitted
under Section 6.01(i); provided that, the aggregate principal amount of all such
Debt together with all Capital Leases permitted under clause (e) above does not exceed $30,000,000;



     (j) Permitted Note Debt including, without limitation, any guaranty thereof;



     (k) secured Debt, not exceeding $10,000,000 in aggregate principal amount at any
time outstanding;



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     (l) guaranties of the Borrower in respect of Debt of any of its Subsidiaries or
guaranties of any Guarantor in the Debt of Borrower or any other Guarantor, in each case, such
Debt as otherwise permitted hereunder;



     (m) Debt in connection with the Banking Services Obligations secured by the Security
Documents; and



     (n) unsecured Debt in addition to Debt otherwise permitted above, not exceeding
$20,000,000 in aggregate principal amount at any time outstanding.



     Section 6.03. Agreements Restricting Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement (other than a Credit Document) which,
except with respect to specific Property encumbered to secure payment of Debt related to such
Property, imposes restrictions greater than those under this Agreement upon the creation or
assumption of any Lien upon its Properties, revenues or assets, whether now owned or hereafter
acquired.



     Section 6.04. Merger or Consolidation; Asset Sales; Acquisitions. The Borrower will
not, and will not permit any of its Subsidiaries to:



     (a) Merge or consolidate with or into any other Person, except that (i) the
Borrower may merge with one or more of its Subsidiaries, provided that the Borrower
shall be the surviving Person and (ii) any of its Subsidiaries may merge with any of its other
Subsidiaries provided that if any of such Subsidiaries is a Guarantor, a Guarantor
shall be the surviving Person;



     (b) Sell, lease, transfer, or otherwise dispose of any of its Property except for:
(i) sales of inventory in the ordinary course of business; (ii) sales of Property that is obsolete
or no longer useful or necessary for the proper operation or conduct of the Business; (iii) so long
as no Event of Default has occurred and is continuing or would be caused thereby, sales and other
transfers of Property from any Subsidiary of the Borrower to either the Borrower or any other
Guarantor (provided, however, that the Borrower or such Subsidiary shall ratify,
grant and confirm the Liens on such Property (and any other related Collateral) pursuant to such
Security Documents and deliver such legal opinions in relation thereto as may be reasonably
requested by the Administrative Agent); (iv) sales of its Investments made pursuant to clauses (a),
(d), (e), (f) or (g) of Section 6.06 so long as (A) such sales are to a third party and are
conducted in an arm’s length transaction, and (B) such sales are for cash only and such cash
proceeds are, concurrent with the consummation of each such sale, distributed to, or otherwise
received by, the Borrower or a Guarantor, and (v) sales of other Properties made in arm’s length
transactions for fair market value, not exceeding in any fiscal year $30,000,000 in the aggregate,
provided that no Event of Default has occurred and is continuing or would result
from such sale, and provided further that in the case of sales of Investments made
pursuant to clause (d), (e), (f), or (g) of Section 6.06 or sales made pursuant to clause (v)
above, the net cash proceeds thereof are used within 365 days of such sale to purchase assets of
similar value, quality and business utility to those assets sold, leased, transferred or otherwise
disposed of or, to the extent not so used within such 365 day period, the net cash proceeds thereof
are used to repay Advances to the extent outstanding under this Agreement; or



     (c) Make any Acquisition, except the Borrower or any Guarantor may make any
Acquisition (by purchase or merger) provided that (i) the Borrower or a Guarantor is the acquiring
or surviving entity; (ii) no Default or Event of Default exists and the Acquisition would not reasonably be
expected to cause a Default or Event of Default; (iii) after giving effect to such Acquisition on a
pro forma basis, the Borrower and its Subsidiaries would have been in compliance with all of the
covenants contained in this Agreement, including, without limitation, Sections 6.10 through 6.12 as
of the end of the most recent



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fiscal quarter, (iv) the acquisition target is in the same or similar
line of business as the Borrower and its Subsidiaries and is not hostile, and (v)(i) except with
respect to the Acquisition or formation of any Excluded Subsidiary, Plains JV or any other joint
venture or other similar arrangement that is not a Subsidiary, the terms of Section 5.10 and 5.11
are satisfied, and (ii) with respect to the Acquisition of, or Investments in, any Excluded
Subsidiary, Plains JV or any other joint venture or other similar arrangement that is not a
Subsidiary, such Investment complies with the terms of Section 6.06.




     Section 6.05. Restricted Payments. The Borrower will not make or pay any Restricted
Payment; except that the Borrower may make Restricted Payments during any fiscal quarter in
an aggregate amount not to exceed the Borrower’s Available Cash as of the end of the immediately
preceding fiscal quarter; provided that, (i) no Default or Event of Default shall
occur both before and after giving effect to such Restricted Payment, and the Borrower and its
Subsidiaries shall be in compliance (after giving pro forma effect to the making of such Restricted
Payment) with all of the covenants contained in this Agreement, including, without limitation,
Sections 6.10 through 6.12 and (ii) the Borrower shall not use more than $30,000,000 from the
proceeds of Borrowings at any one time to make Distribution Payments.



     Section 6.06. Investments. Except as otherwise permitted under Section 6.04, the
Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist any
loans, advances or capital contributions to, or make any investment in, or purchase or commit to
purchase any stock or other securities or evidences of indebtedness of or interests in any Person
(each an “Investment”) except the following:



     (a) the purchase of Liquid Investments;



     (b) current trade and customer accounts receivable or notes receivable which are for
goods furnished or services rendered in the ordinary course of business and are payable in
accordance with customary trade terms;



     (c) Acquisitions (other than Acquisitions or Investments made with respect to Plains
JV, UNEV JV, the Joint Venture or any other joint venture or other similar arrangement that is not
a Subsidiary) to the extent made in compliance with Section 6.04;



     (d) the Acquisition by the Borrower or any of its Subsidiaries of, or Investments
in, Plains JV in an aggregate amount not to exceed $30,000,000 outstanding at any time;
provided that such Acquisitions or other Investments are made using cash and
otherwise comply with Section 6.04;



     (e) the Acquisition by the Borrower or any of its Subsidiaries of, or Investments
in, UNEV JV in an aggregate amount not to exceed $300,000,000 at any time; provided
that such Acquisitions or other Investments are made using cash and otherwise comply with
Section 6.04;



     (f) Investments by the Borrower or any of its Subsidiaries in the Joint Venture
existing on the date of this Agreement; provided, that the amount of such Investments may
not be increased (other than through natural appreciation or through cash Investments made pursuant
to clause (g) below);



     (g) Investments by a Subsidiary of the Borrower in any other Person that is not a
Guarantor (including, without limitation, Plains JV, UNEV JV and the Joint Venture) in an aggregate
amount for all such Investments not to exceed $30,000,000 outstanding at any time; provided
that such Investments (including Acquisitions) are made in cash and otherwise comply with
Section 6.04 and Sections 6.15, 6.16, 6.17 or 6.18, as applicable; and



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     (h) Investments of the Borrower in any Guarantor and Investments of any Guarantor in
the Borrower or any other Guarantor;



     (i) Investments outstanding on the Effective Date and identified on Schedule
6.06 attached hereto;



     (j) guaranties permitted by Section 6.02(l);



     (k) advances to officers, directors and employees of the Borrower and its
Subsidiaries in an aggregate amount no to exceed $2,500,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes; and



     (l) as long as no Event of Default has occurred and is continuing or would be caused
thereby, Investments for aggregate consideration not to exceed $30,000,000 during the term of this
Agreement; provided, however, that any such Investment shall be permitted only if,
before the effectiveness of such Investment and to the extent required by the Administrative Agent,
the Borrower delivers to the Administrative Agent (i) such guaranties, mortgages, deeds of trust,
security agreements, releases, UCC financing statements, UCC terminations and environmental
assessments as the Administrative Agent may reasonably request and accompanied by UCC searches and
title investigations demonstrating that, upon the effectiveness of such Investment and the
recording and filing of any necessary documentation, the Administrative Agent will have an
Acceptable Security Interest in such Investment, and (ii) such other agreements, instruments,
certificates, approvals, opinions and other documents as any Lender through the Administrative
Agent may reasonably request.



     Section 6.07. Affiliate Transactions. Except for the transactions set forth on
Schedule 6.07 attached hereto, the Borrower shall not, nor shall it permit any of its
Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of
transactions (including, but not limited to, the purchase, sale, lease or exchange of Property, the
making of any investment, the giving of any guaranty, the assumption of any obligation or the
rendering of any service) with any of their Affiliates unless such transaction or series of
transactions is on fair and reasonable terms which are no less favorable to the Borrower or any
Subsidiary of the Borrower, as applicable, than those that could be obtained in a comparable arm’s
length transaction with a Person that is not such an Affiliate; provided that the
Borrower and its Subsidiaries may enter into, and perform under, the Material Contracts.



     Section 6.08. Other Businesses. The Borrower shall not, and shall not permit any of
its Subsidiaries to, substantially alter the character of their respective businesses from that
conducted by the Borrower and its Subsidiaries taken as a whole on the date of this Agreement.



     Section 6.09. Amendment of Material Agreements. The Borrower shall not amend,
modify, or supplement any of the Material Contracts without the prior written consent of the
Majority Lenders; provided that such amendments, modifications, or supplements may
be made without the consent of the Majority Lenders if such amendments, modifications or
supplements are, as of the date they are entered into and considered individually or in the aggregate, not reasonably expected to cause a
Material Adverse Effect.



     Section 6.10. Total Leverage Ratio. As of the end of any fiscal quarter of the
Borrower and the Limited Partner (commencing with the fiscal quarter ended December 31, 2010), the
Total Leverage Ratio shall not be greater than 5.25 to 1.00.



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     Section 6.11. Senior Leverage Ratio. As of the end of any fiscal quarter of the
Borrower and the Limited Partner (commencing with the fiscal quarter ended December 31, 2010), the
Senior Leverage Ratio shall not be greater than 3.75 to 1.00.



     Section 6.12. Interest Coverage Ratio. As of the end of any fiscal quarter of the
Borrower and the Limited Partner (commencing with the fiscal quarter ended December 31, 2010), the
Interest Coverage Ratio shall not be less than 2.50 to 1.00.



     Section 6.13. Compliance with ERISA. The Borrower shall not, nor shall it permit any
of its Subsidiaries to, directly or indirectly, (a) engage in, or permit any Subsidiary or any
member of the Controlled Group to engage in, any transaction in connection with which the Borrower,
any Subsidiary or member of the Controlled Group could be subjected to either a civil penalty
assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle
D of the Code; (b) terminate, or permit any Subsidiary or member of the Controlled Group to
terminate, any Plan in a manner, or take any other action with respect to any Plan, which could
result in any liability to the Borrower, any Subsidiary or member of the Controlled Group to the
PBGC; (c) fail to make, or permit any Subsidiary or member of the Controlled Group to fail to make,
full payment when due of all amounts which, under the provisions of any Plan, agreement relating
thereto or applicable law, the Borrower, a Subsidiary or member of the Controlled Group is required
to pay as contributions thereto; (d) permit to exist, or allow any Subsidiary or member of the
Controlled Group to permit to exist, any accumulated funding deficiency within the meaning of
Section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan;
(e) permit, or allow any Subsidiary or member of the Controlled Group to permit, the actuarial
present value of the benefit liabilities (as “actuarial present value of the benefit liabilities”
shall have the meaning specified in section 4041 of ERISA) under any Plan maintained by the
Borrower, any Subsidiary or any member of the Controlled Group which is regulated under Title IV of
ERISA to exceed the current value of the assets (computed on a plan termination basis in accordance
with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (f) contribute to or
assume an obligation to contribute to, or permit any Subsidiary or member of the Controlled Group
to contribute to or assume an obligation to contribute to, any Multiemployer Plan; (g) acquire, or
permit any Subsidiary or member of the Controlled Group to acquire, an interest in any Person that
causes such Person to become a member of the Controlled Group with respect to the Borrower, any
Subsidiary or any member of the Controlled Group if such Person sponsors, maintains or contributes
to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or
contributed to, (1) any Multiemployer Plan, or (2) any other Plan that is subject to Title IV of
ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds
the current value of the assets (computed on a plan termination basis in accordance with Title IV
of ERISA) of such Plan allocable to such benefit liabilities; (h) incur, or permit any Subsidiary
or member of the Controlled Group to incur, a liability to or on account of a Plan under sections
515, 4062, 4063, 4064, 4201 or 4204 of ERISA; (i) contribute to or assume an obligation to
contribute to, or permit any Subsidiary or member of the Controlled Group to contribute to or
assume an obligation to contribute to, any employee welfare benefit plan, as defined in section
3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to
former employees of such entities, that may not be terminated by such entities in their sole
discretion at any time without any material liability; (j) amend or permit any Subsidiary or member
of the Controlled Group to amend, a Plan resulting in an increase in current liability such that the Borrower, any Subsidiary or
any member of the Controlled Group is required to provide security to such Plan under section
401(a)(29) of the Code; or (k) permit to exist any occurrence of any Reportable Event (as defined
in Title IV of ERISA), or any other event or condition, which presents a material (in the good
faith opinion of the Majority Lenders) risk of such a termination by the PBGC of any Plan.



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     Section 6.14. Restricted Entities. Notwithstanding anything to the contrary contained
herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any
of its Subsidiaries to, (a) create, assume, incur or suffer to exist any Lien on or in respect of
any of its Property for the benefit of any Excluded Subsidiary, the Joint Venture, the Plains JV or
any Future JV, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or
otherwise transfer any of its Properties to any Excluded Subsidiary, the Joint Venture or the
Plains JV, (c) except for such Investments permitted by Section 6.06, make or permit to exist
Investments in any Excluded Subsidiary, the Joint Venture, the Plains JV, the Future JVs or in any
of their respective Properties, or (d) amend, modify or supplement the voting or other consent
provisions contained in the partnership agreement or other organizational documents of any Excluded
Subsidiary, the Joint Venture, the Plains JV or any Future JV; provided that such
amendments, modifications, or supplements may be made without the consent of the Majority Lenders
if such amendments, modifications or supplements are, as of the date they are entered into and
considered individually and in the aggregate, not expected to materially decrease the economic
benefit that the Borrower would have otherwise received pursuant to such agreements. Furthermore,
the Borrower shall not, and shall not permit any of its Subsidiaries to, consent to any Excluded
Subsidiary, the Joint Venture, the Plains JV or any Future JV (i) creating, incurring or suffering
to exist any Debt, except trade payables in the ordinary course of business; (ii) creating,
incurring or suffering to exist any Lien in, of or on the Property of any Excluded Subsidiary, the
Joint Venture, the Plains JV or any Future JV, except for the Liens of the type described in
Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other
Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than
(A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business
of the Excluded Subsidiaries, (B) sales of inventory in the ordinary course of business, or (C)
operating leases entered into in the ordinary course of an Excluded Subsidiary’s business; (v)
entering into any transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an
Excluded Subsidiary, the Joint Venture, any Future JV or the Plains JV to the holders of their
Equity Interests in accordance with the terms of their applicable organizational documents, and (2)
in the ordinary course of business and pursuant to the reasonable requirements of an Excluded
Subsidiary’s, the Joint Venture’s, a Future JV’s or the Plains JV’s, as applicable, business and
upon fair and reasonable terms no less favorable to an Excluded Subsidiary, the Joint Venture, a
Future JV or the Plains JV, as applicable, than such Excluded Subsidiary, the Joint Venture, a
Future JV or the Plains JV, as applicable, would obtain in a comparable arms-length transaction; or
(vi) conducting business in enterprises that are not in substantially the same field of business as
presently conducted.



     Section 6.15. Plains Holdco. So long as the Administrative Agent and the Lenders
shall not have an Acceptable Security Interest in the Equity Interests of Plains JV owned by the
Borrower and its Subsidiaries: (a) Plains Holdco shall not own any material assets other than such
Equity Interests in Plains JV, (b) Plains Holdco shall not engage in any business other than the
ownership of such Equity Interests, and (c) Plains Holdco shall not sell, dispose of or otherwise
transfer such Equity Interests except as permitted by Section 6.04.



     Section 6.16. UNEV Holdco. So long as the Administrative Agent and the Lenders shall
not have an Acceptable Security Interest in the Equity Interests of UNEV JV owned by the Borrower
and its Subsidiaries: (a) UNEV Holdco shall not own any material assets other than such Equity
Interests in UNEV JV, (b) UNEV Holdco shall not engage in any business other than the ownership of
such Equity Interests, and (c) UNEV Holdco shall not sell, dispose of or otherwise transfer such
Equity Interests except as permitted by Section 6.04.



     Section 6.17. Future Holdcos. So long as the Administrative Agent and the Lenders
shall not have an Acceptable Security Interest in the Equity Interests of any Future JV that a
Future Holdco has



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invested in pursuant to Section 6.06(g), (a) such Future Holdco shall not own any
material assets other than Equity Interests in such Future JV, (b) such Future Holdco shall not
engage in any business other than the ownership of such Equity Interests in the Future JV, and (c)
such Future Holdco shall not sell, dispose of or otherwise transfer such Equity Interests except as
permitted by Section 6.04.




     Section 6.18. Repayment of Permitted Note Debt. Neither the Borrower nor any
Subsidiary shall use proceeds of Borrowings to repay or repurchase any Permitted Note Debt except
the Borrower may use proceeds of the Borrowings to repay or repurchase all or a portion of the
6.25% Senior Notes if (a) in connection with one or more Advances in an aggregate amount up to
$35,000,000, no Default or Event of Default shall exist or be created as a result of such repayment
or repurchase and (b) in connection with one or more advances in excess of $35,000,000, no Default
or Event of Default shall exist or be created as a result of such repayment or repurchase and,
after giving pro forma effect to use of more than $35,000,000 in Borrowings to repay or repurchase
all or a portion of the outstanding 6.25% Senior Notes the following conditions are satisfied on
and as of such date:



          (i) Borrower has no less than $50,000,000 in cash, cash equivalents and availability
under this Agreement;




          (ii) the Total Leverage Ratio shall not be greater than 5.00 to 1.00; and




          (iii) the Senior Leverage Ratio shall not be greater than 3.50 to 1.00;



provided that for purposes of calculating the Total Leverage Ratio and Senior Leverage
Ratio in connection with such repayment or repurchase, the Debt is based on the Debt on the date of
such calculation, but EBITDA is based on EBITDA for the most recently reported time period in
compliance with Section 5.06 for which information is available.




ARTICLE VII

REMEDIES




     Section 7.01. Events of Default. The occurrence of any of the following events shall
constitute an “Event of Default” under any Credit Document:



     (a) Payment. The Borrower shall fail to (i) pay any principal of any
Advance or reimburse any drawing under any Letter of Credit when the same becomes due and payable,
(ii) pay any interest on any Note or any fee owing in connection with the Obligations, this
Agreement or any of the other Credit Documents within five days after the same becomes due and
payable, or (iii) pay any other amount owing in connection with the Obligations, this Agreement or
any of the other Credit Documents within ten days after the same becomes due and payable;



     (b) Representation and Warranties. Any representation or warranty made or
deemed to be made (i) by the Borrower in this Agreement or in any other Credit Document, (ii) by
the Borrower, the Parent, the Limited Partner, the General Partner, any Guarantor (or any of their
respective officers) in connection with this Agreement or any other Credit Document, or (iii) by
any Guarantor in any Credit Document, shall, in any such case, prove to have been incorrect in any
material respect when made or deemed to be made;



     (c) Covenant Breaches. (i) The Borrower or any of its Subsidiaries shall
fail to perform or observe any covenant contained in Sections 2.04(b), 5.02 (other than the
provisions of Section 5.02 requiring the Borrower to deliver summaries or copies of policies or
certificates, for which provisions



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only, a 30-day grace period shall apply provided such policies
are then currently in effect), 5.03, 5.06, 5.09, 5.10, or 5.13 or in Article VI of this Agreement,
or (ii) the Borrower or any of its Subsidiaries or any other Guarantor fail to perform or observe
any other term or covenant set forth in this Agreement or any other Credit Document which is not
covered by clause (i) above or any other provision of this Section 7.01 if such failure shall
remain unremedied for thirty days after the earlier of written notice of such default shall have
been given to the Borrower by the Administrative Agent or any Lender or a Responsible Officer’s
actual knowledge of such default;




     (d) Cross-Defaults.



          (i) The Limited Partner or any of its Subsidiaries shall default in the making of
any payment of any principal of or premium or interest on any Debt which is outstanding in a
principal amount of at least $25,000,000 (but excluding Debt evidenced by the Notes) when the same
becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), and such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt;




          (ii) Any other event shall occur or condition shall exist under any agreement or
instrument relating to Debt of the Limited Partner or any of its Subsidiaries which is outstanding
in a principal amount of at least $25,000,000, and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the effect of such event or condition
is to accelerate, or to permit the acceleration of, the maturity of such Debt;




          (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be
due and payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or




          (iv) (A) Any default or event of default shall have occurred under any of the
Material Contracts which has not been cured within any applicable grace period and which default or
event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the
Material Contracts shall have terminated, or (C) any Person other than the Limited Partner or any
of its Subsidiaries takes (or notifies the Limited Partner or any of its Subsidiaries that it
intends to take) remedial action under any Material Contract, in each case that constitutes or
could reasonably be expected to take the form of the purchase, occupation, or operation of any of
the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly
owned Subsidiaries.




     (e) Insolvency. The Borrower or any of its Subsidiaries or any Guarantor
shall generally not pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Borrower or any of its Subsidiaries or any Guarantor seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee or other similar official for it or for any substantial part
of its Property and, in the case of any such proceeding instituted against the Borrower or any of
its Subsidiaries or any Guarantor either such proceeding shall remain undismissed for a period of
sixty days or any of the actions sought in such proceeding shall occur; or the Borrower or any of
its Subsidiaries or any Guarantor shall take any corporate action to authorize any of the actions
set forth above in this paragraph (e);



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     (f) Judgments. Any judgment or order for the payment of money in excess of
$25,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any Guarantor and
remain unpaid and either (i) enforcement proceedings shall have been commenced by any creditor upon
such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect;



     (g) [Intentionally Deleted.]



     (h) Credit Documents. Any material provision of the Credit Documents,
including, without limitation, the Guaranties and the Security Documents, shall for any reason
cease to be valid and binding on the Borrower or any Guarantor or any such Person shall so state in
writing;



     (i) Acceptable Security Interest. The Administrative Agent and the Lenders
shall fail to have an Acceptable Security Interest in the Collateral;



     (j) Termination Events. Any Termination Event with respect to a Plan shall
have occurred, and, 30 days after notice thereof shall have been given to the Borrower by the
Administrative Agent, (i) such Termination Event shall not have been corrected and (ii) the then
present value of such Plan’s vested benefits exceeds the then current value of assets accumulated
in such Plan by more than the amount of $25,000,000 (or in the case of a Termination Event
involving the withdrawal of a “substantial employer” (as defined in Section 4001(a)(2) of ERISA),
the withdrawing employer’s proportionate share of such excess shall exceed such amount);



     (k) Plan Withdrawals. The Borrower or any member of the Controlled Group as
employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such
Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have notified such
withdrawing employer that such employer has incurred a withdrawal liability in an annual amount
exceeding $25,000,000; or



     (l) Change of Control. A Change of Control shall occur.



     Section 7.02. Optional Acceleration of Maturity. If any Event of Default (other than
an Event of Default pursuant to paragraph (e) of Section 7.01) shall have occurred and be
continuing, then, and in any such event,



     (a) the Administrative Agent (i) shall at the request, or may with the consent, of
the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender and each
Issuing Bank to make extensions of credit hereunder, including the making of Advances and issuing
of Letters of Credit, to be terminated, whereupon the same shall forthwith terminate or (ii) shall,
at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower,
declare all principal, interest, fees, reimbursements, indemnifications and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Notes, all such interest, and all such amounts shall
become and be forthwith due and payable in full, without presentment, demand, protest or further
notice of any kind (including, without limitation, any notice of intent to accelerate or notice of
acceleration), all of which are hereby expressly waived by the Borrower;



     (b) the Borrower shall, on written demand of the Administrative Agent at the request
or with the consent of the Majority Lenders, deposit with the Administrative Agent into the Cash
Collateral Account such amount as the Administrative Agent may request, up to a maximum amount
equal to the Letter of Credit Exposure as security for the Obligations; and



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     (c) the Administrative Agent shall at the request or may with the consent of the
Majority Lenders proceed to enforce its rights and remedies under the Security Documents, the
Guaranties, and any other Credit Documents for the ratable benefit of the Lenders and Affiliates of
Lenders (with respect to Banking Service Obligations and Lender Hedging Agreements) by appropriate
proceedings.



     Section 7.03. Automatic Acceleration of Maturity. If any Event of Default pursuant to
paragraph (e) of Section 7.01 shall occur,



     (a) (i) the obligation of each Lender and each Issuing Bank to make extensions of
credit hereunder, including making Advances and issuing Letters of Credit, shall immediately and
automatically be terminated and (ii) all principal, interest, fees, reimbursements,
indemnifications, and all other amounts payable under this Agreement, the Notes, and the other
Credit Documents shall immediately and automatically become and be due and payable in full, without
presentment, demand, protest or any notice of any kind (including, without limitation, any notice
of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the
Borrower;



     (b) the Borrower shall deposit with the Administrative Agent into the Cash
Collateral Account such amount as the Administrative Agent may request, up to a maximum amount
equal to the Letter of Credit Exposure as security for the Obligations; and



     (c) the Administrative Agent shall at the request and may with the consent of the
Majority Lenders proceed to enforce its rights and remedies under the Security Documents, the
Guaranties and any other Credit Document for the ratable benefit of the Lenders (and, with respect
to Lender Hedging Agreement and Banking Services, Lender Affiliates, if applicable) by appropriate
proceedings.



     Section 7.04. Non-exclusivity of Remedies. No remedy conferred upon the
Administrative Agent or any Lender is intended to be exclusive of any other remedy, and each remedy
shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or
otherwise.



     Section 7.05. Right of Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent and each Lender is hereby authorized at any time and
from time-to-time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by the Administrative Agent or any such Lender to or for the credit
or the account of the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement, the Notes held by such Lender, and the other Credit
Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made
any demand under this Agreement, any Note, or such other Credit Documents, and although such
obligations may be unmatured; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the
provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent and the
Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to
which it exercised such right of setoff. The Administrative Agent and each Lender agrees to
promptly notify the Borrower after any such set-off and application made by the Administrative
Agent or such Lender, provided that the failure to give the notice shall not affect
the validity of such set-off and application. The rights of the Administrative Agent and the
Lenders under this Section are in addition to any other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent or the Lenders may have



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     Section 7.06. Application of Collateral. The proceeds of any sale, or other
realization upon all or any part of the Collateral (as defined in each of the Security Documents)
shall be applied by the Administrative Agent in the following order:




     first, to the payment of all reasonable expenses, liabilities, and advances
incurred or made by the Administrative Agent in connection with the sale or other
realization of such Collateral, and to the ratable payment of any other unreimbursed
reasonable expenses for which the Administrative Agent or any Lender is to be reimbursed
pursuant to the terms hereof or any other Credit Document;




     second, to the ratable payment of accrued but unpaid agent’s fees, commitment
fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the
Issuing Banks, and the Lenders in respect of the Advances and Letters of Credit under this
Agreement and the Notes;




     third, to the ratable payment of accrued but unpaid interest on the Advances
owing under this Agreement and the Notes;




     fourth, to the ratable payment of all other Obligations which relate to the
Advances and Letters of Credit and which are owing to the Administrative Agent and the
Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender
Hedging Agreement);




     fifth, to the ratable payment of all amounts due and owing to the Lenders and
their respective Affiliates under any Lender Hedging Agreement;




     sixth, to the ratable payment of all amounts due and owing to the Lenders and
their respective Affiliates in connection with any Banking Service Obligations; and




     seventh, any surplus of such cash or cash proceeds held by the Administrative
Agent and remaining after the payment in full of all the Obligations shall be promptly paid
over to the Borrower or to whoever may be lawfully entitled to receive such surplus.



ARTICLE VIII



THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS



     Section 8.01. Appointment and Authorization of Administrative Agent.



     (a) Each Lender hereby irrevocably (subject to Section 8.10) appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the provisions of this
Agreement and each other Credit Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Credit Document, together
with such powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or
participant, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Document or otherwise exist
against the Administrative Agent. Without limiting the generality of the foregoing sentence, the
use of the term “agent” herein and in the other Credit Documents with reference to the
Administrative Agent, any syndication agent or documentation agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any



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applicable law. Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between independent contracting
parties.




     (b) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith until such time (and except for so long) as the
Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank
with respect thereto; provided, however, that each Issuing Bank shall have all of
the benefits and immunities (i) provided to the Administrative Agent in this Article VIII with
respect to any acts taken or omissions suffered by an Issuing Bank in connection with Letters of
Credit issued by it or proposed to be issued by it and the application and agreements for letters
of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as
used in this Article VIII included each Issuing Bank with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to each Issuing Bank.



     Section 8.02. Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement or any other Credit Document by or through agents, sub-agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or
experts concerning all matters pertaining to such duties. Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence, bad faith, or willful misconduct.



     Section 8.03. Default; Collateral.



     (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to
promptly confer in order that Majority Lenders or all Lenders, as the case may be, may agree upon a
course of action for the enforcement of the rights of the Lenders; and the Administrative Agent
shall be entitled to refrain from taking any action (without incurring any liability to any Person
for so refraining) unless and until the Administrative Agent shall have received instructions from
Majority Lenders or all Lenders, as the case may be. All rights of action under the Credit
Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative
Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such
enforcement shall be brought in its name as the Administrative Agent without the necessity of
joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for
the benefit of the Lenders (and, with respect to Lender Hedging Agreements and Banking Services,
Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with
respect to any property of the Borrower or any Guarantor, the Administrative Agent is acting for
the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements and Banking
Services, Affiliates, if applicable). Any and all agreements to subordinate (whether made
heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be
construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging
Agreements and Banking Services, Affiliates, if applicable).



     (b) Each Lender authorizes and directs the Administrative Agent to enter into the Security
Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging
Agreements and Banking Services, Affiliates, if applicable)(or if previously entered into, hereby
ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering
into such agreements and Security Documents).



     (c) Except to the extent unanimity (or other percentage set forth in Section 9.01) is required
hereunder, each Lender agrees that any action taken by the Majority Lenders in accordance with the
provisions of the Credit Documents, and the exercise by the Majority Lenders of the power set forth
herein or therein, together with such other powers as are reasonably incidental thereto, shall be
authorized



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and binding upon all of the Lenders and Affiliates of Lenders (with respect to Banking Service
Obligations and Lender Hedging Agreements).




     (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the
necessity of any notice to or further consent from any Lender, from time to time to take any action
with respect to any Collateral or Security Documents which may be necessary to perfect and maintain
perfected the Liens upon the Collateral granted pursuant to the Security Documents.



     (e) The Administrative Agent shall not have any obligation whatsoever to any Lender or to any
other Person (and the Predecessor Administrative Agent shall not have any obligation whatsoever to
the Administrative Agent, any other Lender or to any other Person) to assure that the Collateral
exists or is owned by the Person purporting to own it or is cared for, protected, or insured or has
been encumbered or that the Liens granted to the Administrative Agent (or any predecessor
administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully
created, perfected, protected, or enforced, or are entitled to any particular priority, or to
exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or
to continue exercising, any of the rights granted or available to the Administrative Agent in this
Section 8.03 or in any of the Security Documents; it being understood and agreed that in
respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent
may act in any manner it may deem appropriate, in its sole discretion, given the Administrative
Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent
shall have no duty or liability whatsoever to any Lender (and, with respect to Lender Hedging
Agreements and banking services, Affiliates), other than to act without gross negligence, bad
faith, or willful misconduct.



     (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in
its discretion, to (i) deliver instruments of assurance confirming the non-existence of any Lien
under the Credit Documents with respect to assets of a Person described in Section 5.11 that are
excluded from the Collateral and (ii) release any Lien granted to or held by the Administrative
Agent upon any Collateral: (A) constituting Property in which neither Borrower nor any Guarantor
owned an interest at the time the Lien was granted or at any time thereafter; (B) constituting
property leased to the Borrower or a Guarantor under a lease which has expired or been terminated
in a transaction permitted under the Credit Documents or is about to expire and which has not been,
and is not intended by the Borrower or such Guarantor to be, renewed; (C) consisting of an
instrument or other possessory collateral evidencing Debt or other obligations pledged to the
Administrative Agent (for the benefit of the Lenders), if the Debt or obligations evidenced thereby
has been paid in full or otherwise superseded. In addition, the Lenders irrevocably authorize the
Administrative Agent to release Liens upon Collateral as contemplated herein, or if approved,
authorized, or ratified in writing by the requisite Lenders; (D) Property permitted to be sold
pursuant to Section 6.04; or (E) Property permitted to be invested pursuant to Section 6.06. Upon
request by the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release particular types or items of Collateral pursuant to
this Section 8.03.



     (g) In furtherance of the authorizations set forth in this Section 8.03, each Lender hereby
irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of
substitution, for and on behalf of and in the name of each such Lender (i) to enter into Security
Documents (including, without limitation, any appointments of substitute trustees under any
Security Documents), (ii) to take action with respect to the Collateral and Security Documents to
perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to
take other action necessary to release Liens upon any Collateral to the extent authorized in
paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so
as to give the greatest latitude to the Administrative Agent’s power, as
attorney-in-fact, relative to the Collateral matters described in this Section 8.03. The
powers and



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authorities herein conferred on the Administrative Agent may be exercised by the
Administrative Agent through any Person who, at the time of the execution of a particular
instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the
Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by
this Section 8.03(g) to the Administrative Agent is granted for valuable consideration and is
coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall
remain unpaid or the Lenders are obligated to make any Advance or issue any Letter of Credit under
the Credit Documents.




     Section 8.04. Liability of Administrative Agent. NO AGENT-RELATED PERSON SHALL (A) BE
LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN
GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET
FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by Borrower or any Guarantor or any officer thereof,
contained herein or in any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by Administrative Agent under or in connection
with, this Agreement or any other Credit Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Credit Document, or for the creation,
perfection or priority of any Liens purported to be created by any of the Credit Documents, or the
validity, genuineness, enforceability, existence, value or sufficiency of any collateral security,
or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or
under any other Credit Document, or for any failure of Borrower or any Guarantor or any other party
to any Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement
or any other Credit Document, or to inspect the properties, books or records of the Borrower or any
Guarantor or any Affiliate thereof.



     Section 8.05. Reliance by Administrative Agent.



     (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, electronic mail, telex or telephone message,
statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to the Borrower or any Guarantor), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Credit Document unless it shall first receive such
advice or concurrence of the requisite Majority Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Credit Document in accordance with a
request or consent of the requisite Majority Lenders or all the Lenders, if required hereunder, and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the
requisite Majority Lenders otherwise determine, the Administrative Agent shall, and in all other
instances, the Administrative Agent may, but shall not be required to, initiate any solicitation
for the consent or a vote of the requisite Lenders.



     (b) For purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has funded its Pro Rata Share of the initial Advance on the Effective Date (or, if
there is



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no Advance made on such date, each Lender other than Lenders who gave written objection to
the Administrative Agent prior to such date) shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter either sent by the Administrative
Agent to such Lender (or otherwise made available for such Lender on SyndTrak Online, DXSyndicateTM
or any similar website) for consent, approval, acceptance or satisfaction, or required hereunder to
be consented to or approved by or acceptable or satisfactory to a Lender.




     Section 8.06. Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to the Administrative
Agent for the account of the Lenders, unless the Administrative Agent shall have received written
notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event
of Default and stating that such notice is a “notice of default.” The Administrative Agent will
notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such
action with respect to such Default or Event of Default as may be directed by the Majority Lenders
in accordance with this Article VIII; provided, however, that unless and until the
Administrative Agent has received any such direction, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable or in the best interest of the Lenders.



     Section 8.07. Credit Decision; Disclosure of Information by Administrative
Agent. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent hereinafter taken,
including any consent to and acceptance of any assignment or review of the affairs of the Borrower
or any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession. Each Lender
represents to the Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrower, any Guarantor and their
respective Subsidiaries, and all applicable bank or other regulatory laws relating to the
transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to the Borrower hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Credit Documents, and
to make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the
other Loan Parties. In this regard, each Lender acknowledges that Thompson & Knight LLP is acting
in this transaction as counsel to the Administrative Agent. Each other party hereto will consult
with its own legal counsel to the extent that it deems necessary in connection with the Credit
Documents and the matters contemplated therein. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.



     Section 8.08. Indemnification of Agents. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related
Person (to the extent not reimbursed by or on behalf of the



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Borrower and without limiting the
obligation of Borrower to do so), in accordance with their respective Pro Rata Shares, and hold
harmless each Agent-Related Person from and against any and all indemnified liabilities incurred by
it (including such Agent-Related Person’s own negligence); provided, however, that no Lender shall
be liable for the payment to any Agent-Related Person of any portion of such indemnified
liabilities resulting from such Person’s gross negligence, bad faith, or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Majority Lenders shall be deemed to constitute gross negligence, bad faith, or willful misconduct
for purposes of this Section 8.08. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any costs or reasonable
out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Credit Document, or any document
contemplated by or referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrower and without limiting the obligation of
Borrower to do so. The undertaking in this Section 8.08 shall survive termination of the
Commitments, the payment of all Obligations hereunder and the resignation or replacement of the
Administrative Agent.




     Section 8.09. Administrative Agent in its Individual Capacity. Wells Fargo and its
Affiliates may make loans to, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other business with the
Borrower and its Affiliates as though Wells Fargo were not the Administrative Agent or an Issuing
Bank hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding the
Borrower or its Affiliates (including information that may be subject to confidentiality
obligations in favor of Borrower or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect to its Advances,
Wells Fargo shall have the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent or an Issuing Bank,
and the terms “Lender” and “Lenders” include Wells Fargo in its individual capacity.



     Section 8.10. Successor Administrative Agent and Issuing Bank. The Administrative
Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of
such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this
Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative
agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be
consented to by the Borrower at all times other than during the existence of an Event of Default.
If no successor administrative agent or issuing bank is appointed prior to the effective date of
the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor administrative agent and/or issuing
bank from among the Lenders. Upon the acceptance of its appointment as successor administrative
agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall
succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank
and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative
agent or issuing
bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties
as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall
remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of
its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit
shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters
of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the provisions of this Article VIII and Sections 9.04 and 9.09 shall inure to its



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benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if
any, as the Majority Lenders appoint a successor agent as provided for above.




     Section 8.11. Syndication Agent; Other Agents; Arrangers. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement as a “syndication
agent,” as a “documentation agent,” any other type of agent (other than the Administrative Agent),
“arranger,” or “bookrunner” shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely,
on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.



     Section 8.12. Administrative Agent May File Proof of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Borrower or any Guarantor, the
Administrative Agent (irrespective of whether the principal of any Advance or Letter of Credit
Exposure shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise




     (i) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Advances, Letter of Credit Exposures and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative
Agent under Sections 2.06 and 9.04) allowed in such judicial proceeding; and




     (ii) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and Issuing Banks, to pay to the
Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.06
and 9.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.



     Section 8.13. Lender Hedging Agreements To the extent any Affiliate of a Lender is a
party to a Swap Contract with the Borrower or any of its Subsidiaries and thereby becomes a
beneficiary of the



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Liens pursuant to any Security Document, such Affiliate of a Lender shall be
deemed to appoint the Administrative Agent its nominee and agent to act for and on behalf of such
Affiliate in connection with such Security Documents and to be bound by the terms of this Article
VIII, Section 9.01(j) and the last sentence of Section 2.16.




     Section 8.14. Banking Service Obligations. To the extent any Affiliate of a Lender
provides any Banking Services and thereby becomes a beneficiary of the Liens pursuant to the
Security Agreements, Mortgages or any other Collateral Document, such Affiliate of a Lender shall
be deemed to appoint the Administrative Agent its nominee and agent to act for and on behalf of
such Affiliate in connection with the Security Agreements, Mortgages and such Security Documents
and to be bound by the terms of this Article VIII, Section 9.01(j) and the last sentence of Section
2.16.



ARTICLE IX



MISCELLANEOUS



     Section 9.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement, the Notes, or any other Credit Document nor any consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however,
that no amendment, waiver, or consent shall, unless in writing and signed by each affected Lender,
do any of the following: (a) reduce the principal of, or interest on, the Notes or any fees or
other amounts payable to such Lender hereunder or under any other Credit Document (other than with
respect to a waiver of default interest), (b) postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Revolver
Termination Date or the Final Maturity Date (provided that Majority Lenders can extend the date
specified in the proviso to the definition of “Final Maturity Date”), (c) change the percentage of
Lenders which shall be required for the Lenders or any of them to take any action hereunder or
under any other Credit Document, (d) change the Pro Rata Share of any Lender (other than as a
result of an increase in the Commitments pursuant to Section 2.14 or a reallocation as a result of
a Lender becoming, or ceasing to be, a Defaulting Lender pursuant to Section 2.17(a)(iv), (e) amend
Section 2.09, Section 8.01 or this Section 9.01, (f) amend the definition of “Majority Lenders”,
(g) release any Guarantor from its obligations under any Guaranty other than in connection with a
transaction permitted under Section 6.04 or Section 6.06, (h) amend Section 2.14 or waive any of
the provisions set forth therein, or (i) release all or substantially all of the Collateral, except
as permitted under Section 8.03(f);
and provided, further, that (1) no Commitment of a Lender or any obligations
of a Lender may be increased without such Lender’s written consent and (2) no amendment, waiver, or
consent shall, unless in writing and signed by the Administrative Agent or the applicable Issuing
Bank in addition to the Lenders required above to take such action, affect the rights or duties of
the Administrative Agent or such Issuing Bank, as the case may be, under this Agreement or any
other Credit Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other than Defaulting
Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting Lender.



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     In the event that any Lender (a “Non-Consenting Lender”) fails to consent to any
proposed amendment, modification, termination, waiver or consent with respect to any provision
hereof or of any other Credit Document that requires the approval of the Lenders directly affected
thereby or the unanimous approval of all of the Lenders and Majority Lenders have consented to such
proposed amendment, modification, termination, waiver or consent, the Borrower shall be permitted
to replace such Non-Consenting Lender pursuant to Section 2.15.



     Section 9.02. Notices, Etc. All notices and other communications shall be in writing
(including facsimile or telecopy communication) and mailed, faxed or telecopied, hand delivered or
delivered by a nationally recognized overnight courier, at the address for the appropriate party
specified in Schedule 1.01(b) or at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications shall, when mailed,
faxed, telecopied or sent via e-mail or other electronic transmissions approved by the
Administrative Agent, or hand delivered or delivered by a nationally recognized overnight courier,
be effective three days after being deposited in the mails, or when facsimile, telecopy, e-mail or
other electronic transmission is completed, respectively, except that notices and communications to
the Administrative Agent pursuant to Article II or VIII shall not be effective until received by
the Administrative Agent.



     Section 9.03. No Waiver; Remedies. No failure on the part of the Administrative
Agent, any Lender, or any Issuing Bank to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



     Section 9.04. Costs and Expenses. The Borrower agrees to pay within thirty days of
receipt of a reasonably detailed invoice therefor (a) all reasonable and documented out-of-pocket
costs and expenses of the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, the Notes, and the other
Credit Documents (whether or not effective) including, without limitation, the reasonable fees and
out-of-pocket expenses of outside counsel for the Administrative Agent and with respect to advising
the Administrative Agent as to its rights and responsibilities under this Agreement, and (b) all
reasonable out-of-pocket costs and expenses, if any, of the Administrative Agent, each Issuing Bank
and each Lender (including, without limitation, reasonable outside counsel fees and expenses of the
Administrative Agent, each Issuing Bank and each Lender) in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, and
the other Credit Documents after the occurrence and during
the continuance of an Event of Default; provided that, all amounts owing under
clause (a) and incurred prior to the Effective Date shall be paid on the Effective Date to the
extent provided in Section 3.01(d).



     Section 9.05. Binding Effect. This Agreement shall become effective when it shall
have been executed by the Borrower, the Administrative Agent, and the Lenders and thereafter shall
be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Issuing
Bank, and each Lender and their respective successors and assigns, except that the Borrower shall
not have the right to assign its rights or delegate its duties under this Agreement or any interest
in this Agreement without the prior written consent of each Lender.



     Section 9.06. Lender Assignments and Participations.



     (a) Assignments. Any Lender may assign to another Lender or an Approved Affiliate all
or any portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the
participation interest in the Letter of Credit Obligations held by it) without the Borrower’s
consent and without any minimum



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assignment amount. Additionally, any Lender may assign to one or
more banks or other entities all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments, the Advances owing to it, the
Notes held by it, and the participation interest in the Letter of Credit Obligations held by it);
provided, however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of such Lender’s rights and obligations assigned under this Agreement, (ii) the
amount of the Commitments, Advances, and participation interest in the Letter of Credit Obligations
of such Lender being assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a
Lender, not less than $5,000,000.00 and shall be an integral multiple of $1,000,000.00 (unless the
Borrower and Administrative Agent otherwise consent), (iii) each such assignment shall be to an
Eligible Assignee or an Approved Affiliate, (iv) the parties to each such assignment shall execute
and deliver to the Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each
Eligible Assignee or Approved Affiliate (other than the Eligible Assignee of the Administrative
Agent) shall pay to the Administrative Agent a $3,500 administrative fee. Additionally, the
consent of the Issuing Banks (such consent not to be unreasonably withheld, conditioned or delayed)
shall be required for any assignment that increases the obligation of the assignee to participate
in exposure under one or more Letters of Credit (whether or not then outstanding). Upon such
execution, delivery, acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least three Business Days after the
execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the
extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender
thereunder shall, to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto). In connection with any assignment of rights and obligations of
any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in
addition to the other conditions thereto set forth herein, the parties to the assignment shall make
such additional payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by the assignee of
participations or subparticipations, or other compensating actions, including funding, with the
consent of the Borrower and the Administrative Agent,
the applicable Pro Rata Share of Advances previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y)
acquire (and fund as appropriate) its full Pro Rata Share of all Advances and participations in
Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under
applicable law without
compliance with the provisions of this paragraph, then the assignee of such interest shall be
deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.




     (b) Term of Assignments. By executing and delivering an Assignment and Acceptance,
the Lender thereunder and the assignee thereunder confirm to and agree with each other and the
other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such Lender makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency of value of this Agreement
or any other instrument or document furnished pursuant hereto; (ii) such Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrower or the Guarantors or the



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performance or observance by the Borrower or the Guarantors
of any of their obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred to in Section 4.05 and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such Lender or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.




     (c) The Register. The Administrative Agent shall maintain at its address referred to
in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the Commitments of, and
principal amount of the Advances owing to, each Lender from time to time (the “Register”).
In addition, the Administrative Agent shall maintain on the Register information regarding the
designation, and revocation of designation, of any Lender as a Defaulting Lender. The entries in
the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent, the Issuing Banks, and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any reasonable time and
from time to time upon reasonable prior notice.



     (d) Procedures. Upon its receipt of an Assignment and Acceptance executed by a Lender
and an Eligible Assignee or an Approved Affiliate, together with the Notes subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of the attached Exhibit A, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt
notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the
Borrower shall execute and deliver to the Administrative Agent in exchange for the surrendered
Notes (A) if such Eligible Assignee or Approved
Affiliate has acquired a Commitment, a new Note to such Eligible Assignee in an amount equal
to the Commitment assumed by it pursuant to such Assignment and Acceptance and (B) if such Lender
has retained any Commitment hereunder, a new Note to such Lender in an amount equal to the
Commitment retained by it hereunder. Such new Note or Notes shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form of the attached
Exhibit A.



     (e) Participations. Each Lender may sell participations to one or more banks or other
entities (other than a Defaulting Lender or Subsidiary of a Defaulting Lender) in or to all or a
portion of its rights and obligations under this Agreement (including, without limitation, all or a
portion of its Commitments, the Advances owing to it, its participation interest in the Letter of
Credit Obligations, and the Notes held by it); provided, however, that (i) such
Lender’s obligations under this Agreement (including, without limitation, its Commitments to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such Lender shall remain the
holder of any such Notes for all purposes of this Agreement, (iv) the Borrower, the Administrative
Agent, and the Issuing Banks and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement, and (v)
such Lender shall not require the participant’s consent to any matter under this Agreement, except
for change in the principal amount of the Notes, reductions in fees or interest, releasing all or
substantially



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all of the Collateral, or extending the Revolver Termination Date. The Borrower
hereby agrees that participants shall have the same rights under Sections 2.10, 2.11, 2.12(b) and
9.07 as a Lender, subject to the requirements and limitations therein, including the requirements
of Section 2.12(c) (it being understood that the documentation required under Section 2.12(c) shall
be delivered by the participant to the Lender issuing such participation), to the extent of their
respective participations, and provided that a participant shall in no event be entitled to receive
any greater payment than the Lender that issued the participation would have been entitled to
receive with respect to such participation.




     (f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time assign and pledge all or any portion of its Advances and its Notes to any Federal Reserve Bank
as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Lender from its obligations
hereunder.



     Section 9.07. Indemnification. BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE
ARRANGERS, EACH ISSUING BANK AND EACH LENDER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND
ALL LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS, EXPENSES, OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER
(OTHER THAN EXCLUDED TAXES AND TAXES GOVERNED BY SECTION 2.12) TO WHICH ANY OF THEM MAY BECOME
SUBJECT RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING ANY LIABILITIES, OBLIGATIONS,
LOSSES, CLAIMS, EXPENSES, OR DAMAGES WHICH ARISE OUT OF OR RESULT FROM (I) ANY ACTUAL OR PROPOSED
USE BY THE BORROWER OR ANY AFFILIATE OF THE BORROWER OF THE PROCEEDS OF THE ADVANCES OR ANY LETTER
OF CREDIT, (II) ANY BREACH BY THE BORROWER OR ANY AFFILIATE OF THE BORROWER OF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, (III) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING TO THE FOREGOING, (IV)
ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATING TO THE PRESENT
OR PREVIOUSLY-OWNED OR OPERATED PROPERTIES OF THE BORROWER OR ANY AFFILIATE OF THE
BORROWER OR THE OPERATIONS OR BUSINESS OF THE BORROWER OR ANY AFFILIATE OF THE BORROWER, OR
(V) ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATED TO THE
BORROWER’S OR ANY BORROWER AFFILIATE’S PROPERTIES AND THE BORROWER SHALL REIMBURSE THE
ADMINISTRATIVE AGENT, THE ARRANGERS, EACH ISSUING BANK AND EACH LENDER AND THEIR RESPECTIVE
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE OUTSIDE LEGAL FEES AND SETTLEMENT COSTS) INCURRED IN CONNECTION WITH
ANY SUCH INVESTIGATION, LITIGATION OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF THE PERSON BEING INDEMNIFIED’S OWN
NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH ARE FOUND
BY A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE
GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED OR ARISING OUT OF
DISPUTES AMONG THE LENDERS (OTHER THAN DISPUTES INVOLVING THE ARRANGERS IN THEIR CAPACITIES AS
JOINT LEAD ARRANGERS OR DISPUTES INVOLVING WELLS



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FARGO IN ITS CAPACITY AS ADMINISTRATIVE AGENT).
THE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER
SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.




     Section 9.08. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic transmission (including via e-mail) shall be effective as delivery of
a manually executed counterpart to this Agreement.



     Section 9.09. Survival of Representations, etc. All representations and warranties
contained in this Agreement or made in writing by or on behalf of the Borrower in connection
herewith shall survive the execution and delivery of this Agreement and the Credit Documents, the
making of the Advances and any investigation made by or on behalf of the Administrative Agent or
any Lender, none of which investigations shall diminish the Administrative Agent’s or any Lender’s
right to rely on such representations and warranties. All obligations of the Borrower provided for
in Sections 2.10, 2.11, 2.12, 9.04 and 9.07 and all of the obligations of the Lenders in Section
2.09 and 8.08 shall survive any termination of this Agreement and repayment in full of the
Obligations.



     Section 9.10. Severability. In case one or more provisions of this Agreement or the
other Credit Documents shall be invalid, illegal, or unenforceable in any respect under any
applicable law, the validity, legality, and enforceability of the remaining provisions contained
herein or therein shall not be affected or impaired thereby. Without limiting the foregoing
provisions of this Section 9.10, if and to the extent that the enforceability of any provisions in
this Agreement relating to Defaulting Lenders shall be limited by applicable bankruptcy laws, as
determined in good faith by the Administrative Agent or the Issuing Banks, as applicable, then such
provisions shall be deemed to be in effect only to the extent not so limited.



     Section 9.11. Business Loans. The Borrower warrants and represents that the Advances
evidenced by the Notes are and shall be for business, commercial, investment, or other similar
purposes
and not primarily for personal, family, household, or agricultural use, as such terms are used
in Chapter One (“Chapter One”) of the Texas Credit Code. At all such times, if any, as
Chapter One shall establish a Maximum Rate, the Maximum Rate shall be the “indicated rate ceiling”
(as such term is defined in Chapter One) from time-to-time in effect.



     Section 9.12. Usury Not Intended. It is the intent of the Borrower, the
Administrative Agent, the Issuing Banks, and the Lenders in the execution and performance of this
Agreement and the other Credit Documents to contract in strict compliance with applicable usury
laws, including conflicts of law concepts, governing the Advances of the Lenders including such
applicable laws of the State of Texas and the United States of America from time-to-time in effect.
In furtherance thereof, the Administrative Agent, the Lenders, and the Borrower stipulate and
agree that none of the terms and provisions contained in this Agreement or the other Credit
Documents shall ever be construed to create a contract to pay, as consideration for the use,
forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for
purposes hereof “interest” shall include the aggregate of all charges which constitute interest
under such laws that are contracted for, charged, or received under this Agreement and the other
Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the
aggregate amounts taken, reserved, charged, received, or paid on the Advances, include amounts
which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess
shall be deemed to be a mistake and the Lender receiving same shall credit the same on the
principal of its Notes



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(or if its Notes shall have been paid in full, refund said excess to the
Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of
the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the
event of any required or permitted prepayment, then such consideration that constitutes interest
may never include more than the Maximum Rate and excess interest, if any, provided for in this
Agreement or otherwise shall be canceled automatically as of the date of such acceleration or
prepayment and, if theretofore paid, shall be credited on the Notes (or, if the Notes shall have
been paid in full, refunded to the Borrower of such interest). The provisions of this Section
shall control over all other provisions of this Agreement or the other Credit Documents which may
be in apparent conflict herewith. In determining whether or not the interest paid or payable under
any specific contingencies exceeds the Maximum Rate, the Borrower, the Administrative Agent, the
Issuing Banks, and the Lenders shall to the maximum extent permitted under applicable law amortize,
prorate, allocate and spread in equal parts during the period of the full stated term of the Note,
all amounts considered to be interest under applicable law at any time contracted for, charged,
received or reserved in connection with the Obligations.




     Section 9.13. Waiver of Jury; Waiver of Consequential Damages; Consent to
Jurisdiction.



     (a) The Borrower, the Administrative Agent, the Issuing Banks, and each Lender
hereby irrevocably waive any and all right to trial by jury in respect of any legal proceeding
arising out of or relating to this Agreement, or any other Credit Document, or any of the
transactions contemplated hereby.



     (b) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Borrower, the Administrative Agent, the Issuing Banks and each Lender hereby
agree that they shall not assert, and hereby waive, any claim against any such Person which they
may have against any other such Person and such Person’s respective Affiliates, directors,
officers, employees and agents, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit Obligation
or the use of the proceeds thereof; provided that the foregoing shall not apply to any
consequential damages payable to a third person (that is, a Person other
than the Borrower, the Administrative Agent, the Issuing Banks, any Lender and each of the
foregoing’s respective Affiliates, directors, officers, employees and agents) for which
indemnification is sought under this Agreement.



     (c) The Borrower hereby irrevocably submits to the jurisdiction of any Texas state
or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to
this Agreement or the other Credit Documents, and the transactions contemplated thereby and the
Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be
heard and determined in such court. The Borrower hereby unconditionally and irrevocably waives, to
the fullest extent it may effectively do so, any right it may have to the defense of an
inconvenient forum to the maintenance of such action or proceeding. The Borrower hereby agrees
that service of copies of the summons and complaint and any other process which may be served in
any such action or proceeding may be made by mailing or delivering a copy of such process to such
Borrower at its address set forth in this Agreement. The Borrower agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect
the rights of any Lender to serve legal process in any other manner permitted by the law or affect
the right of any Lender to bring any action or proceeding against the Borrower or its Property in
the courts of any other jurisdiction.



Holly Energy Partners -Operating

L.P. Credit Agreement






88









 








     Section 9.14. Governing Law. This Agreement, the Notes, and the other Credit
Documents shall be governed by, construed, and enforced in accordance with the laws of the State of
Texas. Without limiting the intent of the parties set forth above, (a) Chapter 15, Subtitle 3,
Title 79, of the Revised Civil Statutes of Texas, 1925, as amended (relating to revolving loans and
revolving tri-party accounts), shall not apply to this Agreement, the Notes, or the transactions
contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the
amount of interest payable for its account, such Lender shall utilize the indicated (weekly) rate
ceiling from time to time in effect as provided in Chapter 303 of the Texas Finance Code, as
amended (formerly known as the indicated (weekly) rate ceiling in Article 5069-1.04 of the Revised
Civil Statutes of Texas). Each Letter of Credit shall be governed by the Uniform Customs and
Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007
version).



     Section 9.15. Credit Documents. To the extent the specific terms and provisions of
this Credit Agreement expressly conflict with the specific terms and provisions of any of the other
Credit Documents, the specific terms and provisions of this Credit Agreement shall control.



     Section 9.16. USA Patriot Act. Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act, it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the USA Patriot Act.



     Section 9.17. Express Negligence Rule. The indemnification, release and
assumption provisions provided for in this Agreement shall be applicable whether or not the losses,
costs, expenses and damages in question arose solely or in part from the gross, active, passive, or
concurrent negligence, strict liability or other fault of any indemnified party. Each of the
Administrative Agent, the Issuing Banks, the Lenders, the Borrower, and each of the Guarantors
acknowledge that this statement complies with the express negligence rule and is conspicuous.



     Section 9.18. Statute of Frauds.



     (a) Pursuant to Section 26.02 of the Texas Business and Commerce Code,
a loan agreement in which the amount involved in the loan agreement exceeds $50,000 in value is not
enforceable unless the loan agreement is in writing and signed by the party to be bound or that
party’s authorized representative.



     (b) The rights and obligations of the parties to an agreement subject
to the preceding paragraph shall be determined solely from the written credit agreement, and any
prior oral agreements between the parties are superseded by and merged into the credit agreement.
This written Agreement and the Credit Documents, as defined in this Agreement, represent the final
agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties.



     (c) There are no unwritten oral agreements between the parties.



     Section 9.19. Restatement. The parties hereto agree that this Agreement amends,
restates and rearranges the Prior Credit Agreement in its entirety and that all Advances
outstanding under the Prior



Holly Energy Partners -Operating

L.P. Credit Agreement





89











 




Credit Agreement on the Effective Date shall be and be deemed to be Advances (of the same Type
and having the same Interest Periods) made and Letters of Credit issued under this Agreement, and
shall thereafter be evidenced and governed by the terms and conditions of this Agreement. Article 8
and Sections 9.04 and 9.07 of the Prior Credit Agreement shall survive and inure to the benefit of
the Predecessor Administrative Agent with respect to events and conditions that occurred or existed
prior to the Effective Date




[SIGNATURE PAGES FOLLOW]




			
	 
	 
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






90









 






     EXECUTED as of the date first written above.



	 	 	 	 	 
	 	BORROWER:



HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership
 	 



	 	 	 	 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner
 	 
	 
	 	By:  	                                                  Holly Energy Partners, L.P., a Delaware limited partnership, its Sole Member
 	 
	 
	 	By:  	                                                  HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner
 	 
	 
	 	By:  	                                                  Holly Logistic Services, L.L.C., a Delaware limited liability company, its General Partner
 	 
	 
	 	By:  	                                                  /s/ STEPHEN D. WISE
 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 1









 






	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ SUZANNE F. RIDENHOUR
 	 
	 	 	Suzanne F. Ridenhour 	 
	 	 	Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 2









 






	 	 	 	 	 
	 	LENDERS:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ SUZANNE F. RIDENHOUR
 	 
	 	 	Suzanne F. Ridenhour 	 
	 	 	Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 3









 






	 	 	 	 	 
	 	UNION BANK, N.A., as resigning Administrative Agent

 	 
	 	By:  	/s/  SEAN MURPHY
 	 
	 	 	Sean Murphy 	 
	 	 	Senior Vice President 	 
	 
	 	UNION BANK, N.A., as a Lender

 	 
	 	By:  	/s/  SEAN MURPHY
 	 
	 	 	Sean Murphy 	 
	 	 	Senior Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 4









 






	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ GREG DETERMANN
 	 
	 	 	Greg Determann 	 
	 	 	Senior Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 5









 






	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/  DANIEL K. HANSEN
 	 
	 	 	Daniel K. Hansen 	 
	 	 	Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 6









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ RONALD E. MCKAIG
 	 
	 	 	Ronald E. McKaig 	 
	 	 	Managing Director 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 7









 






	 	 	 	 	 
	 	CAPITAL ONE, N.A.

 	 
	 	By:  	/s/ NANCY MAK
 	 
	 	 	Nancy Mak 	 
	 	 	Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 8









 






	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/  ROBERT L NELSON
 	 
	 	 	Robert L Nelson 	 
	 	 	Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 9









 






	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/  C.DAVID YATES
 	 
	 	 	C. David Yates 	 
	 	 	Managing Director 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 10









 






	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ MARY E. EVANS
 	 
	 	 	Mary E. Evans 	 
	 	 	Associate Director 	 
	 
	 	By:  	                                              /s/ NANCY MAK
 	 
	 	 	Irja R. Otsa 	 
	 	 	Associate Director 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 11









 






	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ NANCY MAK
 	 
	 	 	Andrew S. Bae 	 
	 	 	Vice President 	 
	 



			
	 
	 	Holly Energy Partners -Operating

L.P. Credit Agreement






Signature Page 12









 





EXHIBIT A




FORM OF ASSIGNMENT AND ACCEPTANCE



Dated ________________, ______



     Reference is made to that certain Second Amended and Restated Credit Agreement dated as of
February __, 2011 (as the same may be amended or modified from time-to-time, the “Credit
Agreement”) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership
(“Borrower”), the financial institutions party thereto (the “Lenders”), the Lenders
issuing letters of credit thereunder from time to time (the “Issuing Banks”), and Wells
Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders. Capitalized terms not otherwise defined in this Assignment and Acceptance shall
have the meanings assigned to them in the Credit Agreement.



     Pursuant to the terms of the Credit Agreement, ________________ wishes to assign and delegate
[all/a portion] of its rights and obligations under the Credit Agreement. Therefore,
_________________ (“Assignor”), _______________ (“Assignee”), and the
Administrative Agent agree as follows:



     1. The Assignor hereby sells and assigns and delegates to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, without recourse to the Assignor and without
representation or warranty except for the representations and warranties specifically set forth in
clauses (i) and (ii) of Section 2 hereof, a ___%1 interest in and to all of the
Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined
below), including, without limitation, such percentage interest in the Assignor’s Commitment, the
Advances owing to the Assignor, the Assignor’s ratable participation interest in the Letters of
Credit, and the Note held by the Assignor.2



     2. The Assignor (a) represents and warrants that, prior to executing this Assignment and
Acceptance, (i) its Commitment is $___________, (ii) the aggregate outstanding principal amount of
Advances owed to it by the Borrower is $___________, and (iii) its Pro Rata Share of the Letter of
Credit Exposure is $_______________; (b) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such interest is free and
clear of any adverse claim; (c) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties, or representations made in, or in connection with, the
Credit Agreement or any other Credit Document or the execution, legality, validity, enforceability,
genuineness, sufficiency, or value of the Credit Agreement or any other Credit Document or any
other instrument or document furnished pursuant thereto; (d) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the Borrower or any of the
Guarantors or the performance or observance by the Borrower or any Guarantor of any of its
respective obligations under the Credit Agreement or any other Credit Document or any other
instrument or document furnished pursuant thereto; and (e) attaches the Note referred to in
paragraph 1 above and requests that the Administrative Agent exchange such Note for a new Note
dated ____________, _____ in the principal amount of $____________ payable to the order of the
Assignee [and a new Note dated ____________, ____ in the principal amount of $___________ payable
to the order of the Assignor.]





 




			
	1	 	Specify percentage in no more than 5 decimal
points.
	 
	2	 	The principal of the Commitments and Advances
being assigned, if such assignment is to an entity other than an existing
Lender, shall equal at least $5,000,000 and, with respect to amounts greater
than $5,000,000 or to assignments to an existing Lender, shall be of integral
multiples of $1,000,000.





Exhibit A — Page 1 of 1






 









 








     3. The Assignee (a) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 4.05 thereof and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance; (b) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement or any other Credit Document;
(c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement and any other Credit Document as are delegated
to the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (d) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement or any other Credit Document are required to
be performed by it as a Lender; (e) specifies as its Lending Office (and address for notices) the
office set forth beneath its name on the signature pages hereof; and (f) attaches the forms
prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s
status for purposes of determining exemption from United States withholding taxes with respect to
all payments to be made to the Assignee under the Credit Agreement and the Notes or such other
documents as are necessary to indicate that all such payments are subject to such rates at a rate
reduced by an applicable tax treaty3.



     4. The effective date for this Assignment and Acceptance shall be ________________ (the
“Effective Date”)4 and following the execution of this Assignment and
Acceptance, the Administrative Agent will record it in the Register.



     5. Upon such recording, and as of the Effective Date, (a) the Assignee shall be a party to the
Credit Agreement for all purposes, and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender thereunder and (b) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.



     6. Upon such recording, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest, letter of credit fees and
commitment fees) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments
in payments under the Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.



     7. This Assignment and Acceptance shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas.



     The parties hereto have caused this Assignment and Acceptance to be duly executed as of the
date first above written.





 




			
	3	 	If the Assignee is organized under the laws
of a jurisdiction outside the United States.
	 
	4	 	See Section 9.06 of the Credit Agreement.
Such date shall be at least three Business Days after the date of this
Assignment and Acceptance.





Exhibit A — Page 2 of 2







 









 








	 	 	 	 	 
	 	[ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Address: 	
 	 
	 	  	
 	 
	 	  	
 	 
	 	Attention:    	
 	 
	 	Telecopy No: (XXX) XXX-XXXX 	 
	 



	 	 	 	 	 
	 	[ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




	 	 	 	 	 
	 	Lending Office

 	 
	 	Address: 	
 	 
	 	  	
 	 
	 	  	
 	 
	 	Attention:    	
 	 
	 	Telecopy No: (XXX) XXX-XXXX 	 
	 





					
	 	


Acknowledged this                 day of ,                                   

20     :





WELLS FARGO BANK, N.A.,

as Administrative Agent

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit A — Page 3 of 3







 









 








	 	 	 

	[HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership

	 
	 	 
	 

	By: 	 HEP Logistics GP, L.L.C., a Delaware
	 

	 	limited liability company, its General Partner
	 
	 	 
	 

	By: 	 Holly Energy Partners, L.P., a Delaware
	 

	 	limited partnership, its Sole Member
	 
	 	 
	 

	By: 	 HEP Logistics Holdings, L.P., a Delaware
	 

	 	limited partnership, its General Partner
	 
	 	 
	 

	By: 	 Holly Logistic Services, L.L.C., a Delaware
	 

	 	limited liability company, its General Partner






	 	 	 	 	 	 	 

	 	  By:
	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 
	 

	 	Title:
	 	]5	 








 




			
	5	 	To the extent required under the Credit
Agreement.





Exhibit A — Page 4 of 4







 









 








EXHIBIT B




COMMITMENT INCREASE AGREEMENT



     THIS COMMITMENT INCREASE AGREEMENT dated as of _____________, 20__ (this “Commitment
Increase Agreement”) is by and among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware
limited partnership (the “Borrower”), each of the undersigned subsidiaries of the Borrower
that are guarantors (the “Guarantors”), WELLS FARGO BANK, N.A., in its capacity as
administrative agent under the Credit Agreement (as defined below) (in such capacity, the
“Administrative Agent”) and ________________________ (the “Increasing Lender”).
Reference is made to the Second Amended and Restated Credit Agreement dated as of February __ , 2011 among the Borrower, the lenders party thereto from time to time (the “Lenders”),
the Lenders issuing letters of credit thereunder from time to time (the “Issuing Banks”),
and the Administrative Agent (as the same may be amended or modified from time-to-time, the
“Credit Agreement”). Capitalized terms used herein but not defined herein shall have the
meanings specified by the Credit Agreement.



PRELIMINARY STATEMENTS




     1. Pursuant to Section 2.14 of the Credit Agreement, and subject to the terms and conditions
thereof, the Borrower may request that the amount of the Commitments be increased.



     2. The Borrower has given notice to the Administrative Agent of such a request pursuant to
Section 2.14 of the Credit Agreement.



     3. The terms and conditions of Section 2.14 have been met or satisfied, as applicable, and the
Borrower, the Administrative Agent, and the Increasing Lender now wish to increase the Commitment
of the Increasing Lender for the Borrower from $________ to $__________.



AGREEMENT



Accordingly, the parties hereto agree as follows:




     (a) Increase of Commitments. Pursuant to Section 2.14 of the Credit Agreement, the
Commitment of the Increasing Lender for the Borrower is hereby increased from $___________ to
$______________.



     (b) New Notes. The Borrower agrees to promptly execute and deliver to the Increasing
Lender a new Note in the principal amount of the Increasing Lender’s Commitment (the “New
Note”), and the Increasing Lender agrees to return to Borrower, with reasonable promptness, the
Note previously delivered to the Increasing Lender by the Borrower pursuant to Section 2.01(c) of
the Credit Agreement.



     (c) Governing Law. This Commitment Increase Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.



     (d) Lender Credit Decision. The Increasing Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Issuing Banks, or any other
Lender and based on the Financial Statements referred to in Section 4.05 of the Credit Agreement
and such other documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Commitment Increase Agreement and to agree to the various matters
set forth herein. The Increasing Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the Issuing Banks, or any other Lender and based on such
documents and information as it shall deem



Exhibit B — Page 1 of 1






 









 







appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement.




     (e) Representations and Warranties of the Borrower. The Borrower represents and
warrants that no Default has occurred and is continuing, or would result from the increase in
Commitments described in this Commitment Increase Agreement.



     (f) Default. Without limiting any other event that may constitute an Event of
Default, in the event any representation or warranty made by the Borrower set forth herein shall
prove to have been incorrect or misleading in any material respect when made, such event shall
constitute an “Event of Default” under the Credit Agreement. This Commitment Increase Agreement is
a “Credit Document” for all purposes.



     (g) Expenses. The Borrower agrees to pay within thirty days of receipt of written
demand therefor all costs and expenses of the Administrative Agent in connection with the
preparation, execution, and delivery of this Commitment Increase Agreement and the New Notes,
including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto.



     (h) Counterparts; Facsimile Signature. The parties may execute this Commitment
Increase Agreement in counterparts, each of which constitutes an original, and all of which,
collectively, constitute only one agreement. Delivery of an executed counterpart signature page of
this Commitment Increase Agreement by facsimile or other electronic transmission (including via
e-mail) shall be effective as delivery of a manually executed counterpart to this Commitment
Increase Agreement. This Commitment Increase Agreement is effective upon delivery of one fully
executed counterpart to the Administrative Agent.



Exhibit B — Page 2 of 2






 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Commitment Increase Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.




	 	 	 	 	 
	 	BORROWER:



HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership

 



					
	 	By:  	HEP Logistics GP, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	Holly Energy Partners, L.P., a Delaware
 	 
	 	 	limited partnership, its Sole Member 	 



					
	 	
 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	limited partnership, its General Partner 	 



					
	 	
 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 
	 	
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	
[GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 
	 



Exhibit B — Page 3 of 3





 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 	 
	 
	 	INCREASING LENDER:



                                                       
 	 
	 	By:  	


 	 
	 	 	Name:  	 	 
	 	 	Its: 	 	 
	 



Exhibit B — Page 4 of 4







 









 








EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE



FOR THE PERIOD FROM _______, 20__ TO ________, 20__




     This certificate dated as of ______________, _______ is prepared pursuant to the Second
Amended and Restated Credit Agreement dated as of February __, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”) among HOLLY ENERGY PARTNERS -
OPERATING, L.P., a Delaware limited partnership (“Borrower”), the lenders party thereto
(the “Lenders”), the Lenders issuing letters of credit thereunder from time to time (the
“Issuing Banks”) and WELLS FARGO BANK, N.A., as administrative agent for such Lenders and
Issuing Banks (in such capacity, the “Administrative Agent”). Unless otherwise defined in
this certificate, capitalized terms that are defined in the Credit Agreement shall have the
meanings assigned to them by the Credit Agreement.



     The undersigned hereby certifies (a) that no Default or Event of Default has occurred or is
continuing, (b) that all of the representations and warranties made by the Borrower and the
Guarantors contained in the Credit Agreement and in each of the other Credit Documents are true and
correct in all material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date, and (c) that as of the last day of the previous fiscal
quarter, the following statements, amounts, and calculations were true and correct:



	 	 	 	 	 

	I. Section 6.10 Total Leverage Ratio:
	 	 	 	 
	 
	 	 	 	 
	(a) Consolidated Funded Debt
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(b) Consolidated Net Income 1
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(c) Interest Expense 2
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(d) taxes, depreciation, amortization,
and other non-cash items
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(e) any net change in deferred revenue related to the
satisfaction by counterparty of a minimum
revenue commitment obligation
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(f) EBITDA3 = (b) + (c) 4 + (d) 5 +/- (e)
	 	$	 	 
	 
	 	 	 







 




			
	1	 	The Consolidated net income of the
Borrower and its Subsidiaries, as determined in accordance with GAAP
consistently applied, excluding, however, any net gain or loss from
extraordinary or non-recurring items (including, but not limit to, any net gain
or loss during such period arising from the sale, exchange or other disposition
of capital assets other than in the ordinary course of business).
	 
	2	 	For the Borrower and its Subsidiaries
determined on a Consolidated basis, for any period, the total interest, letter
of credit fees, and other fees incurred in connection with any Debt for such
period, whether paid or accrued, including, without limitation, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing, all as determined in conformity
with GAAP.
	 
	3	 	Calculate EBITDA for the four fiscal
quarter period then ended.





Exhibit C — Page 1 of 1






 









 








	 	 	 	 	 

	(g) Pro Forma EBITDA from Acquisitions and
Capital Expansion Projects
	$	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(h) Total Pro Forma EBITDA = (f) + (g)
	$	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Total Leverage Ratio = (a) divided by (h)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Maximum Total Leverage Ratio
	 	 	5.25 to 1.00	 
	 
	 	 	 	 
	Compliance
	 	 	Yes     No
	 
	 	 	 	 
	II. Section 6.11 Senior Leverage Ratio:
	 	 	 	 
	 
	 	 	 	 
	(a) Consolidated Senior Debt6
	$	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(b) Total Pro Forma EBITDA (line I(h))
	$	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Senior Leverage Ratio = (a) divided by (b)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Maximum Senior Leverage Ratio
	 	 	3.75 to 1.00	 
	 
	 	 	 	 
	Compliance
	 	 	Yes     No
	 
	 	 	 	 
	III. Section 6.12 Interest Coverage Ratio:
	 	 	 	 
	 
	 	 	 	 
	(a) Total Pro Forma EBITDA (see I(h) above)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(b) Interest Expense7,8
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(c) Pro Forma Interest Expense from Acquisitions
	 	 	 	 








 




			
	4	 	To the extent deducted in determining
Consolidated Net Income.
	 
	5	 	To the extent deducted in determining
Consolidated Net Income.
	 
	6	 	For the Limited Partner and its Subsidiaries
on a Consolidated basis, without duplication, as of the end of any fiscal
quarter, the Funded Debt for the Limited Partner and its Subsidiaries on a
Consolidated basis minus any unsecured Funded Debt, in each case as of the end
of such fiscal quarter.
	 
	7	 	For the Limited Partner and its
Subsidiaries determined on a Consolidated basis, the total interest, letter of
credit fees, and other fees incurred in connection with any Debt for such
period, whether paid or accrued, including, without limitation, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing, all as determined in conformity
with GAAP. To the extent that the EBITDA included in the calculation of the
Interest Coverage Ratio for any period shall include pro forma amounts in
connection with the Acquisition of any Person during such period, the Interest
Expense shall also include pro forma amounts with respect to any Debt incurred
or assumed by the Limited Partner or any of its Subsidiaries in connection with
the Acquisition of such Person.
	 
	8	 	Calculate the Interest Expense for the
four fiscal quarter period then ended.





Exhibit C — Page 2 of 2





 









 








	 	 	 	 	 

	and Capital Expense Projects
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(d) Total Pro Forma Interest Expense = (b+c)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Interest Coverage Ratio = (a) divided by (d)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Minimum Interest Coverage Ratio
	 	 	2.50 to 1.00	 
	 
	 	 	 	 
	Compliance
	 	 	Yes     No






Exhibit C — Page 3 of 3






 









 








     IN WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate as of the date
first written above.



	 	 	 	 	 	 	 	 	 	 	 

	 	 	HOLLY ENERGY PARTNERS — OPERATING, L.P.,	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:  	 	HEP Logistics GP, L.L.C., a Delaware	 	 
	 	 	 	 	 	 	limited liability company, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:  	 	Holly Energy Partners, L.P., a Delaware	 	 
	 	 	 	 	 	 	limited partnership, its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:  	 	 HEP Logistics Holdings, L.P., a Delaware	 	 
	 	 	 	 	 	 	limited partnership, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:  	 	 Holly Logistic Services, L.L.C., a Delaware	 	 
	 	 	 	 	 	 	limited liability company, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Exhibit C — Page 4 of 4





 











 





EXHIBIT D




FORM OF SECOND AMENDED AND RESTATED

GUARANTY AGREEMENT



     This Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (this
“Guaranty”) is executed by each of the undersigned (individually a “Guarantor” and
collectively, the “Guarantors”), in favor of Wells Fargo Bank, N.A, as Administrative Agent
(in such capacity, the “Administrative Agent”) for the ratable benefit of itself, the
Lenders (as defined below), the Issuing Banks (as defined below), and the Swap Counterparties (as
defined below) (together with the Administrative Agent, the Issuing Banks and the Lenders,
individually a “Beneficiary”, and collectively, the “Beneficiaries”).



INTRODUCTION




     A. Some of the Guarantors have previously executed and delivered that certain Guaranty
Agreement dated as of July 13, 2004 (the “Original Guaranty”) in connection with that
certain Credit Agreement dated as of July 7, 2004, as amended heretofore (as so amended prior to
August 27, 2007, the “Original Credit Agreement”), among Holly Energy Partners —
Operating, L.P., a Delaware limited partnership (formerly known as HEP Operating Company, L.P.)
(“Borrower”), certain lenders party thereto from time to time (the “Original
Lenders”), and Union Bank, N.A., formerly known as Union Bank of California, N.A., as the
administrative agent (the “Predecessor Administrative Agent”).



     B. The Original Credit Agreement was amended and restated in its entirety by that certain
Amended and Restated Credit Agreement dated as of August 27, 2007 entered into by the Borrower, the
Predecessor Administrative Agent, Bank of America, N.A., as syndication agent, Guaranty Bank, as
predecessor in interest to BBVA Compass Bank, as documentation agent, and the lenders party
thereto, including certain of the Lenders (as heretofore amended, the “Prior Credit
Agreement”).



     C. In order to secure the full and punctual payment and performance of the obligations under
the Prior Credit Agreement and other Credit Documents (as defined in the Prior Credit Agreement),
some of the Guarantors (as defined in the Prior Credit Agreement) amended and restated the Original
Guaranty and executed and delivered that certain Amended and Restated Guaranty Agreement dated
August 27, 2007 (the “Existing Guaranty”).



     D. The Borrower has requested certain amendments to the Prior Credit Agreement which include,
among other things, the replacement of Union Bank, N.A. as administrative agent and issuing bank by
Wells Fargo Bank, N.A.



     E. The Prior Credit Agreement is being amended and restated in its entirety pursuant to that
certain Second Amended and Restated Credit Agreement dated as of February __, 2011 (as amended,
restated, supplemented and otherwise modified from time to time, the “Credit Agreement”)
among the Borrower, the Lenders, the Predecessor Administrative Agent and the Administrative Agent.



     F. The Guarantors are Subsidiaries or Affiliates of the Borrower and will derive substantial
direct and indirect benefit from (i) the transactions contemplated by the Credit Agreement, and the
other Credit Documents (as defined in the Credit Agreement), and (ii) the Lender Hedging Agreements
(as defined in the Credit Agreement) entered into by the Borrower or any of its Subsidiaries with a
Lender or an Affiliate of a Lender (each such counterparty being referred to as a “Swap
Counterparty”).



Exhibit D — Page 1 of 1









 





     G. It is a requirement under the Credit Agreement that the Grantors shall continue to
guarantee the due payment and performance of all Obligations (as defined in the Credit Agreement)
by amending and restating in its entirety the Existing Guaranty as set forth herein.



     NOW, THEREFORE, in consideration of the premises, each Guarantor hereby agrees (a) that the
Existing Guaranty is amended and restated in its entirety as follows and (b) further agrees as
follows:



     Section 1. Definitions. All capitalized terms not otherwise defined in this Guaranty
that are defined in the Credit Agreement shall have the meanings assigned to such terms by the
Credit Agreement.



     Section 2. Guaranty.



     (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual
payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all
Obligations, whether absolute or contingent and whether for principal, interest (including, without
limitation, interest that but for the existence of a bankruptcy, reorganization or similar
proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts
required to be provided as collateral, indemnities, expenses or otherwise (collectively, the
“Guaranteed Obligations”). Without limiting the generality of the foregoing, each
Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by the Borrower or any of its Subsidiaries to the Administrative
Agent, any Issuing Bank or any Lender under the Credit Documents and by the Borrower or any of its
Subsidiaries to any Swap Counterparty but for the fact that they are unenforceable or not allowable
due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving
the Borrower.



     (b) It is the intention of the Guarantors and each Beneficiary that the amount of the
Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum
amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements
applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in
this Guaranty or in any other agreement or instrument executed in connection with the payment of
any of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by a
Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount
that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548
of the United States Bankruptcy Code or any comparable provision of any other applicable law.



     Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of any Beneficiary with respect thereto but subject to Section 2(b) above.
The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations
or any other obligations of any other Person under the Credit Documents or in connection with any
Lender Hedging Agreement or Banking Service Obligations, and a separate action or actions may be
brought and prosecuted against any Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower, any other Guarantor or any other Person or whether the
Borrower, any other Guarantor or any other Person is joined in any such action or actions. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter
have in any way relating to, any or all of the following:



     (a) any lack of validity or enforceability of any Credit Document or any agreement or
instrument relating thereto or any part of the Guaranteed Obligations being irrecoverable;



Exhibit D — Page 2 of 2









 





     (b) any change in the time, manner or place of payment of, or in any other term of, all or any
of the Guaranteed Obligations or any other obligations of any Person under the Credit Documents or
any agreement or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, or any
other amendment or waiver of or any consent to departure from any Credit Document or any agreement
or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, including, without
limitation, any increase in the Guaranteed Obligations resulting from the extension of additional
credit to the Borrower or otherwise;



     (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release
or amendment or waiver of or consent to departure from any other guaranty, for all or any of the
Guaranteed Obligations;



     (d) any manner of application of Collateral, or proceeds thereof, to all or any of the
Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any
of the Guaranteed Obligations or any other obligations of any other Person under the Credit
Documents or any other assets of the Borrower or any of its Subsidiaries;



     (e) any change, restructuring or termination of the corporate structure or existence of the
Borrower or any of its Subsidiaries or any Guarantor;



     (f) any failure of any Lender, the Administrative Agent, any Issuing Bank or any other
Beneficiary to disclose to the Borrower or any Guarantor any information relating to the business,
condition (financial or otherwise), operations, properties or prospects of any Person now or in the
future known to the Administrative Agent, any Issuing Bank, any Lender or any other Beneficiary
(and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose
such information);



     (g) any signature of any officer of the Borrower or any Guarantor being mechanically
reproduced in facsimile or otherwise; or



     (h) any other circumstance or any existence of or reliance on any representation by any
Beneficiary that might otherwise constitute a defense available to, or a discharge of, the
Borrower, any Guarantor or any other guarantor, surety or other Person.



     Section 4. Continuation and Reinstatement, Etc. Each Guarantor agrees that, to the
extent that payments of any of the Guaranteed Obligations are made, or any Beneficiary receives any
proceeds of Collateral, and such payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, or otherwise required to be
repaid, then to the extent of such repayment the Guaranteed Obligations shall be reinstated and
continued in full force and effect as of the date such initial payment or collection of proceeds
occurred. EACH GUARANTOR SHALL DEFEND AND INDEMNIFY EACH BENEFICIARY FROM AND AGAINST ANY CLAIM,
DAMAGE, LOSS, LIABILITY, COST OR EXPENSE UNDER THIS SECTION 4 (INCLUDING REASONABLE ATTORNEYS’ FEES
AND EXPENSES) IN THE DEFENSE OF ANY SUCH ACTION OR SUIT INCLUDING SUCH CLAIM, DAMAGE, LOSS,
LIABILITY, COST, OR EXPENSE ARISING AS A RESULT OF THE INDEMNIFIED BENEFICIARY’S OWN NEGLIGENCE BUT
EXCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND IN A FINAL,
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED
BENEFICIARY’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OR ARISING OUT OF DISPUTES AMONG
THE BENEFICIARIES (OTHER THAN DISPUTES INVOLVING THE ARRANGERS IN THEIR CAPACITIES AS JOINT LEAD
ARRANGERS OR



Exhibit D — Page 3 of 3









 




DISPUTES INVOLVING WELLS FARGO IN ITS CAPACITY AS ADMINISTRATIVE AGENT).




     Section 5. Waivers and Acknowledgments.



     (a) Each Guarantor hereby waives promptness, diligence, presentment, notice of acceptance and
any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property or
exhaust any right or take any action against the Borrower or any other Person or any Collateral.



     (b) Each Guarantor hereby irrevocably waives any right to revoke this Guaranty, and
acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.



     (c) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements involving the Borrower contemplated by the Credit Documents and the
Lender Hedging Agreements with the Swap Counterparties and that the waivers set forth in this
Guaranty are knowingly made in contemplation of such benefits.



     Section 6. Subrogation. No Guarantor will exercise any rights that it may now have or
hereafter acquire against the Borrower or any other Person to the extent that such rights arise
from the existence, payment, performance or enforcement of such Guarantor’s obligations under this
Guaranty or any other Credit Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to participate in any
claim or remedy of any Beneficiary against the Borrower or any other Person, whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Borrower or any other Person, directly or
indirectly, in cash or other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and any
and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in
cash, all Letters of Credit have terminated or expired and no Letter of Credit Obligations shall
remain outstanding, all Lender Hedging Agreements with the Beneficiaries have been terminated, and
all Commitments shall have expired or terminated. If any amount shall be paid to a Guarantor in
violation of the preceding sentence at any time prior to (a) the payment in full in cash of the
Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty,
(b) the satisfaction of all Letter of Credit Obligations and the termination of all obligations of
the Issuing Banks and the Lenders in respect of Letters of Credit, (c) the termination of all
Lender Hedging Agreements with the Beneficiaries, and (d) the termination of the Commitments, such
amount shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to
the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all
other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Credit Documents.



     Section 7. Representations and Warranties. Each Guarantor hereby represents and
warrants as follows:



     (a) There are no conditions precedent to the effectiveness of this Guaranty. Such Guarantor
benefits from executing this Guaranty.



     (b) Such Guarantor has, independently and without reliance upon the Administrative Agent, the
Issuing Banks or any Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Guaranty, and such
Guarantor has



Exhibit D — Page 4 of 4









 




established adequate means of obtaining from the Borrower and each other relevant Person on a
continuing basis information pertaining to, and is now and on a continuing basis will be reasonably
familiar with, the business, condition (financial and otherwise), operations, properties and
prospects of the Borrower and each other relevant Person.




     (c) The obligations of such Guarantor under this Guaranty are the valid, binding and legally
enforceable obligations of such Guarantor, and the execution and delivery of this Guaranty by such
Guarantor has been duly and validly authorized in all respects by such Guarantor, and the Person
who is executing and delivering this Guaranty on behalf of such Guarantor has full power, authority
and legal right to so do, and to observe and perform all of the terms and conditions of this
Guaranty on such Guarantor’s part to be observed or performed.



     Section 8. Right of Set-Off. Upon the occurrence and during the continuance of any
Event of Default, any Lender or the Administrative Agent, any Issuing Bank and any other
Beneficiary is hereby authorized at any time, to the fullest extent permitted by law, to set off
and apply any deposits (general or special, time or demand, provisional or final) and other
indebtedness owing by such Beneficiary to the account of each Guarantor against any and all of the
obligations of the Guarantors under this Guaranty, irrespective of whether or not such Beneficiary
shall have made any demand under this Guaranty and although such obligations may be contingent and
unmatured. Such Beneficiary shall promptly notify the affected Guarantor after any such set-off
and application is made; provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Beneficiaries under this Section 8 are
in addition to other rights and remedies (including, without limitation, other rights of set-off)
which any Beneficiary may have.



     Section 9. Amendments, Etc. No amendment or waiver of any provision of this Guaranty
and no consent to any departure by any Guarantor therefrom shall in any event be effective unless
the same shall be in writing and signed by the affected Guarantor, the Administrative Agent and the
Majority Lenders, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided that no amendment, waiver or consent shall,
unless in writing and signed by all of the affected Lenders, (a) other than to the extent expressly
provided in such amendment, waiver or consent, limit the liability of any Guarantor hereunder (it
being understood that waivers and amendments permitted to be made under the Credit Agreement by the
Majority Lenders with respect to any of the underlying obligations guaranteed hereunder shall not
be deemed to limit the liability of any Guarantor within the meaning of this clause (a)), (b)
postpone any date fixed for payment hereunder in respect of any of the Guaranteed Obligations that
is principal of, or interest on, the Notes or any fees, or Letter of Credit Obligations, or (c)
change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes
required to take any action hereunder.



     Section 10. Notices, Etc. All notices and other communications provided for hereunder
shall be sent in the manner provided for in Section 9.02 of the Credit Agreement and if to a
Guarantor, at its address specified on the signature page hereto and if to the Administrative
Agent, any Issuing Bank or any Lender, at its address specified in or pursuant to the Credit
Agreement, and if to a Swap Counterparty, at its address specified in the applicable Lender Hedging
Agreement. All such notices and communications shall be effective when delivered, except that
notices and communications to the Administrative Agent shall not be effective until received by the
Administrative Agent.



     Section 11. No Waiver; Remedies. No failure on the part of the Administrative Agent
or any other Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.



Exhibit D — Page 5 of 5









 





     Section 12. Continuing Guaranty: Assignments under the Credit Agreement. This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment
in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the
termination of all Letter of Credit Obligations, and the termination of all the Commitments, (b) be
binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be
enforceable by the Administrative Agent, each Lender, and each Issuing Bank, and their respective
successors, and, in the case of transfers and assignments made in accordance with the Credit
Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap
Counterparty and each of its successors, transferees and assigns to the extent such successor,
transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of
the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Lender may assign or
otherwise transfer all or any portion of its rights and obligations under the Credit Agreement
(including, without limitation, all or any portion of its Commitment, the Advances owing to it and
the Note or Notes held by it) to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Lender herein or otherwise,
subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any
Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging
Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap
Counterparty shall thereupon become vested with all the benefits held by the assigning Swap
Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit
Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative
Agent, or an Issuing Bank in accordance with the Credit Agreement, such Person shall be entitled to
the benefits hereof.



     Section 13. Governing Law. This Guaranty shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas. Each Guarantor hereby irrevocably
submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any
action or proceeding arising out of or relating to this Guaranty and the other Credit Documents,
and each Guarantor hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such court. Each Guarantor hereby irrevocably waives, to
the fullest extent it may effectively do so, any right it may have to the defense of an
inconvenient forum to the maintenance of such action or proceeding. Each Guarantor hereby agrees
that service of copies of the summons and complaint and any other process which may be served in
any such action or proceeding may be made by mailing or delivering a copy of such process to such
Guarantor at its address set forth in the Credit Agreement or set forth on the signature page of
this Guaranty. Each Guarantor agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to
serve legal process in any other manner permitted by law or affect the right of any Beneficiary to
bring any action or proceeding against any Guarantor or its Property in the courts of any other
jurisdiction.



     Section 14. Patriot Act. Each Beneficiary and the Administrative Agent (for itself
and not on behalf of any Beneficiary) hereby notifies each Guarantor that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies
such Guarantor, which information includes the name and address of the Guarantor and other
information that will allow such Beneficiary or the Administrative Agent, as applicable, to
identify the Guarantor in accordance with the Act.



     Section 15. Amendment and Restatement. As to the Guarantors party to the Existing
Guaranty, this Guaranty is an amendment and restatement of the Existing Guaranty and is given in
renewal and replacement for such Existing Guaranty. Such Guarantors, though not required, hereby
consent to the terms of the Credit Agreement.



Exhibit D — Page 6 of 6









 





     Section 16. INDEMNIFICATION. EACH GUARANTOR SHALL INDEMNIFY EACH OF THE
BENEFICIARIES, AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM, AND
DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, CLAIMS, EXPENSES, OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER TO WHICH ANY OF THEM MAY
BECOME SUBJECT RELATING TO OR ARISING OUT OF THIS GUARANTY, INCLUDING ANY LIABILITIES, OBLIGATIONS,
LOSSES, CLAIMS, EXPENSES, OR DAMAGES WHICH ARISE OUT OF OR RESULT FROM (A) ANY ACTUAL OR PROPOSED
USE BY THE BORROWER, ANY GUARANTOR OR ANY AFFILIATE OF THE BORROWER OR ANY GUARANTOR OF THE
PROCEEDS OF THE ADVANCES, (B) ANY BREACH BY THE BORROWER OR ANY GUARANTOR OF ANY PROVISION OF THE
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, (C) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING TO THE FOREGOING, (D)
ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATING TO THE PRESENT
OR PREVIOUSLY-OWNED OR OPERATED PROPERTIES OF THE BORROWER, ANY GUARANTOR OR THE OPERATIONS OR
BUSINESS, OF THE BORROWER OR ANY GUARANTOR, INCLUDING ANY MATTER DISCLOSED WITHIN THE CREDIT
AGREEMENT, OR (E) ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR
RELATED TO THE BORROWER’S OR ANY GUARANTOR’S PROPERTIES AND EACH GUARANTOR SHALL REIMBURSE THE
BENEFICIARIES AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UPON
DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE OUTSIDE LEGAL FEES) INCURRED
IN CONNECTION WITH ANY SUCH INVESTIGATION, LITIGATION OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING
ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR EXPENSES INCURRED BY REASON OF THE PERSON BEING
INDEMNIFIED’S OWN NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES OR
EXPENSES THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO
HAVE RESULTED FROM SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OR
ARISING OUT OF DISPUTES AMONG THE BENEFICIARIES (OTHER THAN DISPUTES INVOLVING THE ARRANGERS IN
THEIR CAPACITIES AS JOINT LEAD ARRANGERS OR DISPUTES INVOLVING WELLS FARGO IN ITS CAPACITY AS
ADMINISTRATIVE AGENT).



     Section 17. Waivers



     (a) Waiver of Jury Trial. Each Guarantor hereby acknowledges that it has been
represented by and has consulted with counsel of its choice, and hereby knowingly, voluntarily,
intentionally, and irrevocably waives any and all right to trial by jury in respect of any legal
proceeding arising out of or relating to this Guaranty, any other Credit Document, or any of the
transactions contemplated hereby or thereby.



     (b) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, each Guarantor and Beneficiary hereby agrees that it shall not assert, and hereby
waives, any claim against any such Person which they may have against any other such Person and
such Person’s respective Affiliates, directors, officers, employees and agents, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Guaranty, any other Credit
Document or any agreement or instrument



Exhibit D — Page 7 of 7









 




contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of
Credit Obligation or the use of the proceeds thereof.




     Section 18. Additional Guarantors. Pursuant to Section 5.10 of the Credit Agreement,
each Material Subsidiary of the Borrower that was not in existence on the date of the Credit
Agreement is required to enter into this Guaranty as a Guarantor upon becoming a Material
Subsidiary. Upon execution and delivery after the date hereof by the Administrative Agent and such
Material Subsidiary of an instrument in the form of Annex 1, such Material Subsidiary shall become
a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein.
The execution and delivery of any instrument adding an additional Guarantor as a party to this
Guaranty shall not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Guaranty.



     Section 19. Counterparts. The parties may execute this Guaranty in counterparts, each
of which constitutes an original, and all of which, collectively, constitute only one agreement.
Delivery of an executed counterpart signature page of this Guaranty by facsimile or other
electronic transmission (including via e-mail) shall be effective as delivery of a manually
executed counterpart to this Guaranty. Delivery of an executed counterpart signature page by
facsimile or electronic mail is as effective as executing and delivering this Guaranty in the
presence of the other parties to this Guaranty.



     Section 20. NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS
NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT
PARTY’S AUTHORIZED REPRESENTATIVE.



     THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH
SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE
PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE CREDIT DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[Remainder of this page intentionally left blank.]









Exhibit D — Page 8 of 8









 








     Each Guarantor has caused this Guaranty to be duly executed as of the date first above
written.



	 	 	 	 	 
	 	GUARANTORS:





HEP PIPELINE GP, L.L.C., a Delaware

          limited liability company


HEP REFINING GP, L.L.C., a Delaware

          limited liability company


HEP MOUNTAIN HOME, L.L.C., a Delaware

          limited liability company


HEP PIPELINE, L.L.C., a Delaware

          limited liability company


HEP REFINING, L.L.C., a Delaware

          limited liability company


HEP WOODS CROSS, L.L.C., a Delaware

          limited liability company


HEP TULSA, L.L.C., a Delaware

          limited liability company


LOVINGTON-ARTESIA, L.L.C., a Delaware

          limited liability company


HEP SLC, L.L.C., a Delaware

          limited liability company


ROADRUNNER PIPELINE, L.L.C., a Delaware

          limited liability company


HEP OPERATIONS, L.L.C., a Delaware

          limited liability company

 	 
	 	Each by:  	Holly Energy Partners — Operating, L.P., a	 
	 	 	Delaware limited partnership and its Sole 	 
	 	 	Member 	 
	 



					
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited	 
	 	 	liability company, its General Partner 	 
	 
	 	By:  	Holly Energy Partners, L.P., a Delaware limited	 
	 	 	partnership, its Sole Member 	 
	 
	 	By:  	                                            HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	limited partnership, its General Partner 	 
	 	 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 
	 



					
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



Signature page to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 1 of 1









 




Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




	 	 	 	 	 
	 	HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership

HEP PIPELINE ASSETS, LIMITED PARTNERSHIP,
a Delaware limited partnership

HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited
partnership

 
	 	Each by:  	HEP Pipeline GP, L.L.C., a Delaware limited	 
	 	 	liability company and its General Partner 	 



					
	 	
 	 
	 	By:  	Holly Energy Partners — Operating, L.P., a
 	 
	 	 	Delaware limited partnership and its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 
	 	 	 
	 	By:  	Holly Energy Partners, L.P., a
 	 
	 	 	Delaware limited partnership, its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics Holdings, L.P., a
 	 
	 	 	Delaware limited partnership, its General Partner 	 
	 	 	 
	 	By:  	Holly Logistic Services, L.L.C., a
 	 
	 	 	Delaware limited liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 


Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




[Signature pages continue.]




Signature page to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 2 of 2









 





	 	 	 	 	 
	 	HEP REFINING ASSETS, L.P., a Delaware limited
 
	 	 	 	partnership

 



					
	 	By:  	HEP Refining GP, L.L.C., a Delaware limited
 	 
	 	 	liability company and its General Partner 	 
	 
	 	By:  	Holly Energy Partners - Operating, L.P., a Delaware
 	 
	 	 	limited partnership and its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited liability
 	 
	 	 	company, its General Partner 	 
	 	 	 
	 	By:  	Holly Energy Partners, L.P., a Delaware limited
 	 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware limited
 	 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 


Address of Guarantor:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




[Signature pages continue.]




Signature page to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 3 of 3









 





	 	 	 	 	 
	 	HEP LOGISTICS GP, L.L.C., a Delaware
 	 
	 	 	 	limited liability company

 	 
	 	By:  	Holly Energy Partners, L.P., a Delaware limited partnership,
 
	 	 	its Sole Member 	 



					
	 	
 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware limited
 	 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 


Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




	 	 	 	 	 
	 	HOLLY ENERGY PARTNERS, L.P., a Delaware	 
	 	 	 	limited partnership

 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware limited
 
	 	 	partnership, its General Partner 	 



					
	 	
 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 


Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




[Signature pages continue.]




Signature page to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 4 of 4









 





	 	 	 	 	 
	 	HOLLY ENERGY FINANCE CORP., a Delaware corporation

 	 


	 	 	 	 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 


Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




	 	 	 	 	 
	 	HOLLY ENERGY STORAGE-LOVINGTON, L.L.C., a  
	 	 	 	Delaware limited liability company
 
	 


	 	 	 	 	 
	 	By:  	HEP Refining, L.L.C., a Delaware limited liability
 	 
	 	 	and its Sole Member 	 
	 	 	 
	 	By:  	Holly Energy Partners — Operating, L.P., a
 	 
	 	 	Delaware limited partnership and its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 
	 	 	 
	 	By:  	Holly Energy Partners, L.P., a Delaware limited
 	 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	limited partnership, its General Partner 	 
	 	 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 


Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




[Signature pages continue.]




Signature page to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 5 of 5









 





	 	 	 	 	 
	 	HOLLY ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company 	 


	 	 	 	 	 
	 	By:  	HEP Tulsa, L.L.C., a Delaware limited liability	 
	 	 	and its Sole Member 	 
	 	 	 
	 	By:  	Holly Energy Partners — Operating, L.P., a
 	 
	 	 	Delaware limited partnership and its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited 	 
	 	 	liability company, its General Partner 	 
	 	 	 
	 	By:  	Holly Energy Partners, L.P., a Delaware limited
 	 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	limited partnership, its General Partner 	 
	 	 	 
	 	By:  	Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 


Address of Guarantors:

100 Crescent Court, Suite 1600

Dallas, Texas 75201-6927

Facsimile: (214)237-3051

Attention: Stephen D. Wise




Signature page to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 6 of 6









 





Annex 1 to the Second Amended and

Restated Guaranty Agreement





     SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended
and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the
parties thereto (each such party individually, a “Guarantor” and collectively, the
“Guarantors”) of Holly Energy Partners — Operating, L.P., a Delaware limited partnership
(the “Borrower”), in favor of Wells Fargo Bank, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in
the Guaranty Agreement).



     A. Reference is made to the Second Amended and Restated Credit Agreement dated as of February
__, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the Lenders from time to time party thereto (the
“Lenders”), and the Administrative Agent.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Guaranty Agreement or the Credit Agreement.



     C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to
make Advances and the Issuing Banks to issue Letters of Credit. Pursuant to Section 5.10 of the
Credit Agreement, certain Material Subsidiaries of the Borrower are required to enter into the
Guaranty Agreement as Guarantors. Section 18 of the Guaranty Agreement provides that additional
Material Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by
execution and delivery of an instrument in the form of this Supplement. The undersigned Material
Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance
with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in
order to induce the Lenders to make additional Advances and the Issuing Banks to issue additional
Letters of Credit and as consideration for Advances previously made and Letters of Credit
previously issued.



     Accordingly, the Administrative Agent and the New Guarantor agree as follows:



     1. In accordance with Section 18 of the Guaranty Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if
originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms
and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct in all material respects on and as of the date hereof. Each
reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor.
The Guaranty Agreement is hereby incorporated herein by reference.



     2. The New Guarantor represents and warrants to the Administrative Agent and the other
Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a proceeding in equity or at
law)).



     3. This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Administrative Agent shall have received counterparts of this
Supplement that, when taken together, bear the signatures of the New Guarantor and the
Administrative Agent.



Annex 1 to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 1 of 1









 




Delivery of an executed signature page to this Supplement by fax transmission or electronic
mail shall be as effective as delivery of a manually executed counterpart of this Supplement.




     4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force
and effect.



     5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of
any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out
of or relating to this Supplement or the Guaranty and the other Credit Documents, and the New
Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be
heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest
extent it may effectively do so, any right it may have to the defense of an inconvenient forum to
the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of
copies of the summons and complaint and any other process which may be served in any such action or
proceeding may be made by mailing or delivering a copy of such process to such Guarantor at its
address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect
the rights of any Beneficiary to serve legal process in any other manner permitted by law or affect
the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its
Property in the courts of any other jurisdiction.



     6. In case any one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Guaranty Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision
hereof in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.



     7. All communications and notices hereunder shall be in writing and given as provided in
Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature below.



     8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and
other charges of counsel for the Administrative Agent.



     9. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH
THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING
AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE.



     THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH
SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE
PARTIES ARE SUPERSEDED BY AND MERGED INTO THE GUARANTY AND THIS SUPPLEMENT. THIS SUPPLEMENT, THE
GUARANTY AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE



Annex 1 to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 2 of 2









 




CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.




THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES




Annex 1 to Second Amended and Restated Guaranty Agreement



Exhibit D — Page 3 of 3









 





     IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Guaranty Agreement as of the day and year first above written.



	 	 	 	 	 
	 	[Name Of New Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Address: 	  	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Annex 1 to Second Amended and Restated Guaranty Agreement


Exhibit D — Page 4 of 4









 






	 	 	 	 	 



EXHIBIT E




FORM OF MORTGAGE



MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND

FINANCING STATEMENT



THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.



THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS.


THIS INSTRUMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. THIS
INSTRUMENT AND THE LIENS CREATED PURSUANT HERETO COVER, AMONG OTHER THINGS, PRODUCTS AND PROCEEDS.
THIS INSTRUMENT ALSO COVERS FIXTURES IN WHICH MORTGAGOR OWNS AN INTEREST. THIS INSTRUMENT CONTAINS
AN ASSIGNMENT OF RENTS AND LEASES.



A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW MORTGAGEE TO
TAKE THE COLLATERAL ENCUMBERED BY THIS DEED OF TRUST AND SELL IT WITHOUT GOING TO COURT IN A
FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST.




FROM



[MORTGAGOR],

as Mortgagor



TO



[SUZANNE F. RIDENHOUR], Trustee

for the benefit of



WELLS FARGO BANK, N.A., as Administrative Agent

(Mortgagee and Secured Party)



______________, 20__


For purposes of filing this Deed of Trust as a financing statement, the mailing address of
Mortgagor is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-3051, Attention: Stephen D. Wise;
the mailing address of Mortgagee is 1700 Lincoln Street, 6th Floor, Denver, Colorado 80203;
Attention: Suzanne F. Ridenhour.




***********************************



Exhibit E — Page 1 of 27









 




ATTENTION OF RECORDING OFFICER: This instrument is a mortgage of both real and
personal property and is, among other things, a Security Agreement and Financing Statement under
the Uniform Commercial Code. This instrument creates a lien on rights in or relating to lands of
Mortgagor which are described in Exhibit A hereto.



RECORDED DOCUMENT SHOULD BE RETURNED TO:




THOMPSON & KNIGHT LLP

333 CLAY STREET, SUITE 3300

HOUSTON, TEXAS 77002

Attn: Robert C. Shearer, Esq.





Exhibit E — Page 2 of 27











 





MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE

FILING AND FINANCING STATEMENT





	 	 	THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY. THIS INSTRUMENT
CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS.





     THIS MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE
FILING, AND FINANCING STATEMENT (this “Deed of Trust”) dated effective as of
__________, 20__, is executed and delivered by [MORTGAGOR] (“Mortgagor”), to
Suzanne F. Ridenhour, as Trustee for the benefit of WELLS FARGO BANK, N.A. (the
“Mortgagee”) in its capacity as the administrative agent under the Credit Agreement (as
defined below) and on behalf of the Credit Parties (as hereinafter defined). The addresses of
Mortgagor and Mortgagee appear in Section 6.12 of this Deed of Trust.



W I T N E S S E T H :




     WHEREAS, this Deed of Trust is executed in connection with, and pursuant to the terms of, the
Second Amended and Restated Credit Agreement dated as of February __, 2011 (as hereafter
renewed, extended, amended, supplemented and/or restated from time-to-time, the “Credit
Agreement”) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, as
borrower (“Borrower”), the lenders party thereto from time to time (individually, a
“Lender” and collectively, the “Lenders”), the Lenders issuing letters of credit
thereunder from time to time (individually, an “Issuing Bank” and collectively, the
“Issuing Banks”), and Mortgagee as administrative agent for the Lenders and the Issuing
Banks (“Administrative Agent”).



     WHEREAS, the Borrower is the principal financing entity for all capital requirements of
certain of its Subsidiaries. Mortgagor is a wholly-owned Subsidiary of Borrower, and Mortgagor
will derive substantial direct or indirect benefit from the transactions contemplated by the Credit
Documents.



     WHEREAS, the Borrower or any of its Subsidiaries may from time-to-time enter into one or more
agreements relating to the provision of Banking Services and/or Lender Hedging Agreements with a
Lender or an Affiliate of a Lender (each such counterparty, a “Swap Counterparty”, and
together with the Lenders, the Issuing Banks, the Mortgagee, and Administrative Agent being
collectively referred to herein as the “Credit Parties”) and Mortgagor will directly or
indirectly benefit from such Lender Hedging Agreements.



     WHEREAS, it is a condition to the performance obligation of Mortgagee and of the Lenders under
certain of the Credit Documents that Mortgagor shall have executed and delivered this Deed of
Trust.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration and in order to induce Mortgagee, Administrative Agent, the Issuing Banks, and the
Lenders to enter into the Credit Agreement and the Swap Counterparties to enter into agreements
relating to the provision of Banking Services and/or the Lender Hedging Agreements, Mortgagor has
agreed to execute and deliver this Deed of Trust and Mortgagor (a) wishes to make this Deed of
Trust in favor of the Trustee for the benefit of Mortgagee on behalf of the Credit Parties to
secure the Secured Obligations (as defined below) and (b) hereby agrees as follows:



Exhibit E — Page 3 of 27









 





ARTICLE I




DEFINITIONS




     1.1 Defined Terms under the Credit Agreement. Defined terms used in this Deed of
Trust shall have the meanings given in this Deed of Trust, and in the event such terms are not
otherwise defined in this Deed of Trust, such terms shall have the meanings assigned to such terms
in the Credit Agreement.



     1.2 Certain Defined Terms. As used in this Deed of Trust, the following terms shall
have the following meanings (unless otherwise indicated, such meanings to be equally applicable to
both the singular and the plural forms of the terms defined):




     (a) “Accounts” means all accounts (as that term is defined in the UCC) and all
other rights to payment now or hereafter owned by Mortgagor, or in which Mortgagor holds or
acquires any other right, title or interest, whether or not earned by Mortgagor by
performance.




     (b) “Books, Records, and Data” means all of the following, whether written or
in electronically reproducible form, to the extent any of the following is used in
connection with or associated with the ownership and/or operation of the Refined Products
Pipeline Systems or the Refined Products Terminals: all documents; instruments; papers;
books; records; books of account; files and data, including engineering, operating, and
other technical data, summaries, reports, drawings, and maps; certificates; financial
statements; ledgers; minute books; and environmental studies and plans.




     (c) “Contracts” means all contracts and agreements now in effect, or hereafter
entered into by Mortgagor, Mortgagor’s predecessors in interest, or by any other parties to
the extent that Mortgagor has any right or interest thereto or thereunder for the sale,
purchase, marketing, exchange, processing, treating, compressing, handling, storing,
transporting, transmitting or gathering of Hydrocarbons, to the extent such contracts and
agreements cover, include or relate to all or any portion of the Lands and the Systems,
together with all exhibits, schedules and other attachments to such contracts, as the same
may be amended, supplemented or otherwise modified or replaced from time to time.




     (d) “Fixtures” means any fixture or fixtures now or hereafter owned or leased
by Mortgagor, or in which Mortgagor holds or acquires any other right, title or interest,
constituting “fixtures” under the UCC or that is considered a “fixture” pursuant to any
applicable Legal Requirement of any jurisdiction in which such property is located or
pursuant to the Legal Requirements of which the character, constitution, or classification
of such property may be determined. “Fixtures” as used in this Deed of Trust includes, but
shall not be limited to, the Fixture Operating Equipment, all pipe that comprises part of a
pipeline system owned in whole or in part by Mortgagor, and any and all additions,
substitutions and replacements of any of the foregoing, wherever located, including all
improvements thereon and all attachments, components, parts, equipment and accessories
installed thereon or affixed thereto together with all proceeds, products, renewals,
increases, profits, substitutions, replacements, additions, and accessions of any of the
foregoing.




     (e) “Fixture Operating Equipment” means any equipment related to or used in
connection with the operation of fixtures, including, without limitation, the items
described in the first sentence of the definition of Operating Equipment (as hereinafter
defined), which as a result of being incorporated into realty or structures or improvements
located therein or thereon, with



Exhibit E — Page 4 of 27









 






the intent that they remain there permanently, constitute fixtures under the laws of
the state in which such equipment is located.




     (f) “General Intangibles” means all general intangibles now or hereafter owned
by Mortgagor, or in which Mortgagor holds or acquires any other right, title or interest,
constituting “general intangibles” or “payment intangibles” under the UCC, including
intellectual property, trademarks, trademark applications, trademark registrations, trade
names, fictitious business names, business names, company names, business identifiers,
prints, labels, trade styles and service marks (whether or not registered), trade dress,
including logos and/or designs, copyrights, patents, patent applications, or goodwill of
Mortgagor’s businesses symbolized by any of the foregoing, trade secrets, license rights,
license agreements, permits, franchises, and any rights to tax refunds to which Mortgagor is
now or hereafter may be entitled.




     (g) “Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip
gasoline, natural gasoline, condensate, distillate, and all other liquid and gaseous
hydrocarbons produced or to be produced in conjunction therewith from a well bore and all
products, by-products, and other substances derived therefrom or the processing thereof, and
all other minerals and substances produced in conjunction with such substances, including,
but not limited to, sulfur, geothermal steam, water, carbon dioxide, helium, and any and all
minerals, ores, or substances of value and the products and proceeds therefrom.




     (h) “Lands” means the real property (including any buildings and improvements
located thereon) (i) described or referred to in Exhibit A attached hereto or (ii)
described in any instrument or document described in Exhibit A and which
descriptions are incorporated herein by reference.




     (i) “Leases” means any and all leases or subleases covering the Lands or the
Systems or any portion thereof now or hereafter existing or entered into.




     (j) “Mortgaged Property” means, (x) with respect to the Lien created by this
Deed of Trust, all of Mortgagor’s right, title, and interest in the following, to the extent
such property is capable of being encumbered by the Liens other than the security interest
granted hereunder pursuant to any applicable Legal Requirement, and (y) with respect to the
security interest granted to Mortgagee pursuant to this Deed of Trust, all of Mortgagor’s
right, title, and interest in the following, to the extent such property is capable of being
encumbered by the security interest granted hereunder pursuant to any applicable Legal
Requirement:




          (i) Accounts;




          (ii) Books, Records, and Data;




          (iii) Fixtures;




          (iv) General Intangibles;




          (v) the Lands;




          (vi) Leases and Rents;




          (vii) Material Contracts;



Exhibit E — Page 5 of 27









 






          (viii) Operating Equipment;




          (ix) Refined Products;




          (x) the Systems;




          (xi) the Servitudes;




     (xii) all other real, personal, or mixed property which comprises a part of, is
necessary for, and/or is used or is held for use in connection with any of the
foregoing;




          (xiii) any of the foregoing that is acquired by Mortgagor at any time after the
date of this Deed of Trust and




          (xiv) any Proceeds of any of the foregoing.




Notwithstanding any provision in this Mortgage to the contrary, any Building (as defined in
the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the
applicable Flood Insurance Regulation) for which no Standard Flood Hazard Determination
(FEMA Form 81-93 or any successor thereto) is in effect shall be excluded from the
definition of “Mortgaged Property” and no such Building (each an “Excluded
Building”) or Manufactured (Mobile) Home (each an “Excluded Manufactured (Mobile)
Home”; the Excluded Manufactured (Mobile) Homes together with the Excluded Buildings
collectively the “Excluded Buildings and Manufactured Homes”) is hereby encumbered
by this Mortgage. As used herein, “Flood Insurance Regulations” shall mean (i) the National
Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto,
(ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any
successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42
USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the
Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.




     (k) “Operating Equipment” means all surface or subsurface machinery, equipment,
facilities, supplies, or other tangible personal property, including oil wells, gas wells,
water wells, injection wells, gas processing plants, casing, tubing, rods, pumps, pumping
units and engines, christmas trees, derricks, separators, gun barrels, flow lines, tanks,
tank batteries, gas systems (for gathering, treating, compression, disposal or injection),
chemicals, solutions, water systems (for treating, disposal and injection), pipe, pipelines,
meters, apparatus, boilers, compressors, liquid extractors, connectors, valves, fittings,
power plants, poles, lines, cables, wires, transformers, starters and controllers, machine
shops, tools, machinery and parts, storage yards and equipment stored therein, buildings and
camps, telegraph, telephone and other communication systems, roads, loading docks, loading
racks and shipping facilities, fixtures, and other appurtenances, appliances and property of
every kind and character, movable or immovable, together with all improvements, betterments
and additions, accessions and attachments thereto and replacements thereof, in each case
wherever located and to the extent any of such tangible personal property is used in
connection with or associated with the ownership and/or operation of the Lands or the
Systems. For the avoidance of doubt, but without limiting the generality of the foregoing,
“Operating Equipment” shall not include any items incorporated into realty or
structures or improvements located therein or thereon in such a manner that such items no
longer remain personalty under the laws of the state in which such equipment is located.



Exhibit E — Page 6 of 27









 






     (l) “Organizational Documents” means (i) in the case of a corporation, its
articles or certificate of incorporation and bylaws, (ii) in the case of a general
partnership, its partnership agreement, (iii) in the case of a limited partnership, its
certificate of limited partnership and partnership agreement, (iv) in the case of a limited
liability company, its articles of organization and operating agreement or regulations, and
(v) in the case of any other entity and, to the extent any of the types of entities
previously described have other organizational and governance documents and agreements not
otherwise described in this definition, its and their organizational and governance
documents and agreements.




     (m) “Personalty Collateral” means any part of the Mortgaged Property
constituting personal property or with respect to which the UCC governs the creation,
attachment, and perfection of Liens and security interests in such property, whether or not
such property is exclusively considered “personal property” pursuant to any applicable Legal
Requirement of any jurisdiction in which such property is located or pursuant to the Legal
Requirements of which the character, constitution, or classification of such property may be
determined.




     (n) “Proceeds” means “proceeds” as that term is defined in the UCC, and
includes, but is not limited to, all proceeds of any or all of the Mortgaged Property,
including without limitation (i) any and all proceeds of, and all claims for, any property
insurance, indemnity, warranty or guaranty payable from time to time with respect to any of
the Mortgaged Property, (ii) any and all payments (in any form whatsoever) made or due and
payable from time to time in connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any part of the Mortgaged Property by any Governmental
Authority (or any person acting under color of governmental authority), (iii) all proceeds
received or receivable when any or all of the Mortgaged Property is sold, exchanged or
otherwise disposed, whether voluntarily, involuntarily, in foreclosure or otherwise, and
(iv) any and all other amounts from time to time paid or payable under or in connection with
any of the Mortgaged Property.




     (o) “Realty Collateral” means any part of the Mortgaged Property constituting
real property, whether or not such property is exclusively considered “real property”
pursuant to any applicable Legal Requirement of any jurisdiction in which such property is
located or pursuant to the Legal Requirements of which the character, constitution, or
classification of such property may be determined.




     (p) “Refined Products” means gasoline, diesel fuel, jet fuel, liquid petroleum
gases, asphalt and asphalt products, and all other products refined, separated,
fractionated, settled, and dehydrated from any Hydrocarbon or other petroleum product.




     (q) “Rents” means all of Mortgagor’s right, title, and interest in and to all
rents, issues, profits, revenues, royalties, income, and other benefits derived from any
leases or other transfers of any other part of the Mortgaged Property.




     (r) “Secured Obligations” means:




     (i) The “Obligations”, as that term is defined in the Credit Agreement,
including all indebtedness evidenced by the Notes;




     (ii) All other indebtedness, obligations, and liabilities of the Borrower or
any of its Subsidiaries, whether now existing or hereafter arising under or pursuant
to the Credit Agreement, this Deed of Trust, any Guaranty, any agreement relating to
the provision of Banking Services and any Lender Hedging Agreement with a Swap



Exhibit E — Page 7 of 27









 






Counterparty, or any of the other Credit Documents, whether fixed or
contingent, joint or several, direct or indirect, primary or secondary, and
regardless of how created or evidenced, and including without limitation, any
interest accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding;




     (iii) All sums advanced or costs or expenses incurred by Mortgagee or any of
the other Credit Parties (whether by it directly or on its behalf by the Trustee),
which are made or incurred pursuant to, or allowed by, the terms of this Deed of
Trust plus interest thereon from the date of the advance or incurrence until
reimbursement of Mortgagee or such Credit Party charged at the same rate of interest
as Alternate Base Rate Advances are charged when an Event of Default exists as set
forth in the Credit Agreement;




     (iv) All future advances or other value, of whatever class or for whatever
purpose, at any time hereafter made or given by Mortgagee or any of the other Credit
Parties to the Borrower or any of its Subsidiaries under or pursuant to any Credit
Document or any agreement relating to provisions of Banking Services or any Lender
Hedging Agreement with a Swap Counterparty; and




     (v) All renewals, extensions, modifications, amendments, rearrangements and
substitutions of all or any part of the above whether or not Mortgagor executes any
agreement or instrument.




     (s) “Servitudes” means any and all land use agreements, permits, servitudes,
rights of way, easements, licenses, Leases and similar agreements, whether now existing or
hereafter arising, for the construction, maintenance and operation of the Systems.




     (t) “Systems” shall mean all pipeline, refrigeration, processing, treating,
gathering, storage, exchange, handling, transmitting, distributing, or transporting systems,
plants, terminals and facilities now owned or hereafter acquired by Mortgagor and located on
all or any portion of the Land, including without limitation all of the following properties
whether now owned or hereafter acquired by Mortgagor: (i) the pipelines, systems, plants,
terminals and facilities described in Exhibit A, and (ii) all of the accessories or
component parts thereto, whether or not particularly described herein, including without
limitation, (A) all equipment, facilities, compressors, lengths of pipe and any and all
other types of pipe actually employed in the construction of the systems, plants, terminals
and facilities, including all loops, laterals, fittings, connections, valves, mains, meters,
dehydrators, scrubbers, controls, tubing, casings surrounding any piping, casing seals,
casing insulators and casing vents, and all joints, connections or flanges, rods, gauges and
all compressor, tank and pump sites, pipe, piping, pipe racks, truck racks, pumps, engines,
compressors, block valves, heaters, coolers, filters, refrigerators, dehydrators,
extractors, measurement and pigging facilities, tanks, storage tanks, loading racks, scales,
markers, including caution signs, aerial markers, navigable waterway marks, mile posts, and
ground markers, and all other types of markers, cathodic protection test stations,
regulators, starters, motors, engines, housing, leaders, orifices, skid-mounted equipment,
exchangers, regenerators, reboilers, refrigeration equipment, separators, meters, valves,
block valves and generators and all other natural gas and all surface or underground
facilities, and all fences, and all pressure gauges and other gauges, and all
interconnections with other pipelines, and all side valves, blowdown valves, mainline
valves, and all test leads, (C) all materials or gas products or by-products processing,
treating, fractionating, refuting, refrigeration, gas gathering, transporting, storing,
delivering and/or marketing equipment, (D) all other items or types of equipment and
associated or component parts or supplies, including any and all machinery, tools,
blueprints,



Exhibit E — Page 8 of 27









 






plans, furniture, furnishings, fixtures and other goods of Mortgagor, (E) all spare
parts, replacements or substitutions of any of the foregoing and all other appurtenances of
the Systems or their above-described associated or component parts, whether as a result of
repair, replacement or addition and whether attached to, incorporated with the Systems or
used in connection with the Systems whether or not the same is situated in, on or under all
or any portion of the Lands, (F) all other personal property and fixtures of every kind and
character on, incident, appurtenant or belonging to and used in connection with the interest
of Mortgagor in all or any portion of the Lands or the Systems, and (G) all Proceeds and
products of any of the foregoing.




     (u) “UCC” means, at any time, the Uniform Commercial Code in effect in the
State of Texas at that time.



     1.3 Interpretations. All meanings assigned to any defined terms used in this Deed of
Trust, unless otherwise indicated, are to be equally applicable to both the singular and plural
forms of the terms defined. Article, Section, Schedule, and Exhibit references are to Articles and
Sections of and Schedules and Exhibits to this Deed of Trust, unless otherwise specified. All
references to instruments, documents, contracts, and agreements are references to such instruments,
documents, contracts, and agreements as the same may be amended, supplemented, and otherwise
modified from time to time, unless otherwise specified. The words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Deed of Trust shall refer to this Deed of
Trust as a whole and not to any particular provision of this Deed of Trust.



ARTICLE II




GRANTING CLAUSES; SECURED OBLIGATIONS




     2.1 Conveyance and Grant of Lien. In consideration of the advances, issuances, or
extensions by the Credit Parties to Borrower of the funds or credit constituting the Secured
Obligations (including the making of the Advances and the issuing of the Letters of Credit), and in
further consideration of the mutual covenants contained herein, Mortgagor, by this Deed of Trust
hereby GRANTS, SELLS, TRANSFERS, ASSIGNS AND CONVEYS with a general warranty of title, and WITH THE
POWER OF SALE, for the uses, purposes and conditions hereinafter set forth, all of its right, title
and interest in and to the Mortgaged Property unto Trustee, and to his successor or successors or
substitutes IN TRUST, WITH POWER OF SALE, to secure the payment and performance of the Secured
Obligations for the benefit of Mortgagee and the ratable benefit of the Credit Parties.



     TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and his successors or substitutes
in trust and to his and their successors and assigns forever for the benefit of the Credit Parties,
together with all and singular the rights, hereditaments and appurtenances thereto in anywise
appertaining or belonging, to secure payment of the Secured Obligations and the performance of the
covenants of Mortgagor contained in this Deed of Trust. Mortgagor does hereby bind itself, its
successors and permitted assigns, to warrant and forever defend all and singular the Mortgaged
Property unto the Trustee and his successors or substitutes in trust, and their successors and
assigns, against every person whomsoever lawfully claiming or to claim the same, or any part
thereof.



     Notwithstanding anything to the contrary in the foregoing, to the extent applicable to any
Lease, Servitude, or other portion of the Mortgaged Property, the conveyance and grant of Liens and
security interests under this Mortgage are subject to the Third Party Consent Limitation and shall
not be deemed to have been made with respect to the applicable portion(s) of the Mortgaged Property
(but no other portion of the Mortgaged Property) until the receipt, if at all, of the applicable
third-party consent.



Exhibit E — Page 9 of 27









 





     2.2 Conveyance and Grant of Security Interest. For the same consideration and to
further secure the Secured Obligations, Mortgagor hereby grants to Mortgagee for its benefit and
the ratable benefit of the other Credit Parties a security interest in and to the Mortgaged
Property.



     2.3 Assignment of Rents and Leases. Mortgagor hereby assigns, transfers, conveys, and
sets over to Mortgagee all of Mortgagor’s estate, right, title and interest in, to and under the
Leases, whether existing on the date hereof or hereafter entered into, together with any changes,
extensions, revisions or modifications thereof and all rights, powers, privileges, options and
other benefits of Mortgagor as the lessor under the Leases regarding the current tenants and any
future tenants, and all the Rents from the Leases, including those now due, past due, or to become
due. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the option
of Mortgagee, upon the occurrence and during the continuance of an Event of Default, to take
possession and control of the applicable portions of the Mortgaged Property, pursuant to
Mortgagor’s rights under the Leases, to exercise any of Mortgagor’s rights under the Leases, and to
demand, receive and enforce payment, to give receipts, releases and satisfaction and to sue, in the
name of Mortgagor or Mortgagee, for all of the Rents. The power of attorney granted hereby shall
be irrevocable and coupled with an interest and shall terminate only upon the indefeasible payment
in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the
termination or expiration of all Letters of Credit and all obligations of the Issuing Banks and the
Lenders in respect of Letters of Credit, and the expiration or termination of all Commitments, and
Mortgagor hereby releases Mortgagee from all liability (other than as a result of the gross
negligence or willful misconduct of Mortgagee) whatsoever for the exercise of the foregoing power
of attorney and all actions taken pursuant thereto. The consideration received by Mortgagor to
execute and deliver this assignment and the Liens and security interests created herein is legally
sufficient and will provide a direct economic benefit to Mortgagor. It is intended by Mortgagor
and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not
merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall
not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or
provisions of Mortgagor contained in the Leases or otherwise to impose any obligation upon
Mortgagee, and, so long as no Event of Default shall have occurred and be continuing, Mortgagor
shall have a license, revocable by Mortgagee, to possess and control the Leases and collect and
receive the Rents. Upon the occurrence of an Event of Default, such license in favor of Mortgagor
shall be automatically revoked. Mortgagee’s acceptance of the assignment of the Rents under this
Deed of Trust shall not be deemed to constitute Mortgagee a “secured party in possession,” nor
obligate Mortgagee to appear in or defend any proceeding relating to the Rents, any Leases, or the
Mortgaged Property, or to take any action hereunder, expend any money, incur any expenses, or
perform any obligation under any Leases.



     2.4 After-Acquired Mortgaged Property. Any and all of the Mortgaged Property which is
acquired after the date of this Deed of Trust shall, immediately and without any further
conveyance, assignment, or act on the part of Mortgagor or Mortgagee, be subject to the Liens
granted pursuant to this Deed of Trust as fully and completely as though specifically described
herein and as though such Mortgaged Property had been owned by Mortgagor on the date of this Deed
of Trust.



     2.5 Revolving Credit and Future Advances. It is contemplated and acknowledged that
the Secured Obligations may include revolving credit loans and advances from time to time, and that
this Deed of Trust shall have effect as of the date hereof to secure all Secured Obligations,
regardless of whether any amounts are advanced on the date hereof or on a later date or, whether
having been advanced, are later repaid in part or in whole and further advances made at a later
date. This Deed of Trust secures all future advances and obligations constituting Secured
Obligations.



Exhibit E — Page 10 of 27









 





     2.6 Security for Secured Obligations. The Liens and other rights granted pursuant to
Section 2.1 and Section 2.2 of this Deed of Trust secure, and the Mortgaged Property is security
for, the prompt performance and payment in full in cash when due, whether at stated maturity, by
acceleration or otherwise, of the Secured Obligations. Notwithstanding that the balance of the
Secured Obligations may at certain times be zero and that no Secured Obligations may at certain
times be outstanding, the Liens granted hereunder and this Deed of Trust shall remain in full force
and effect at all times and with the same priority until the payment in full in cash of the Secured
Obligations and the expiration or termination of the Credit Documents.



     2.7 Products and Proceeds. The Liens and security interests granted by Mortgagor
under this Deed of Trust include all products and Proceeds of the Mortgaged Property.



ARTICLE III




REPRESENTATIONS, WARRANTIES, AND COVENANTS



     3.1 Representations and Warranties. Subject to the provisions of the Credit Agreement
and any express exceptions contained therein, Mortgagor represents and warrants as follows:




     (a) Mortgagor is duly organized, validly existing, and in good standing under the laws
of the jurisdiction of its organization and in good standing and qualified to do business in
each jurisdiction where its ownership or lease of property or conduct of its business
requires such qualification and where a failure to be qualified could reasonably be expected
to cause a Material Adverse Effect.




     (b) The execution, delivery, and performance by Mortgagor of this Deed of Trust and the
consummation of the transactions contemplated hereby (a) are within Mortgagor’s powers, (b)
have been duly authorized by all necessary action, (c) do not contravene (i) Mortgagor’s
Organizational Documents or (ii) except for any Lease, Servitude or other real
property-related contract, in each case subject to the Third Party Consent Limitation, any
applicable Legal Requirement or Contract binding on or affecting Mortgagor or its property,
and (d) will not result in or require the creation or imposition of any Lien prohibited by
the Credit Documents.




     (c) Except to the extent the Third Party Consent Limitation may apply, if at all, no
authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required for (i) the due execution, delivery and performance by
Mortgagor of this Deed of Trust or (ii) the consummation of the transactions contemplated
thereby.




     (d) This Deed of Trust has been duly executed and delivered by Mortgagor. This Deed of
Trust to which Mortgagor is a party is the legal, valid, and binding obligation of Mortgagor
and is enforceable against Mortgagor in accordance with its terms, except as such
enforceability may be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium, or similar law affecting creditors’ rights generally.




     (e) Mortgagor has good, valid and marketable title to the Mortgaged Property free from
all Liens, security interests or other encumbrances other than the Permitted Liens. Other
than the Permitted Liens and other than those for which waivers or consents have been
obtained and delivered to the Mortgagee on or prior to the date hereof or otherwise subject
to the Third Party Consent Limitation, there are no preferential purchase rights held by
third parties affecting



Exhibit E — Page 11 of 27









 






any part of the Mortgaged Property or rights of third parties to prohibit the
assignment, conveyance, pledge, or mortgage of any part of the Mortgaged Property without
the consent of such third parties.




     (f) The Land, Servitudes and other interests and rights in real property described in
the exhibits attached hereto constitute all of the Lands and Servitudes necessary for the
construction, ownership, maintenance, access to and operation of the Systems affected by
this Deed of Trust and the description in Exhibit A hereto includes a complete and
accurate description of all such properties, rights, and interests in real property. If
Mortgagor discovers, within 30 days after the effectiveness of this Mortgage, that any item
constituting any portion of the Land, Servitudes and other interests in real property are
not completely and accurately described on the exhibits attached hereto, Mortgagor shall
promptly notify Mortgagee and provide such information as is necessary or reasonably
appropriate to make such descriptions accurate and complete. If requested by Mortgagee,
Mortgagor will execute and deliver to Mortgagee such amendments or supplements as Mortgagee
may reasonably request in order to allow Mortgagee to record such instrument(s) in the
applicable real property records, in each case at Mortgagor’s expense.




     (g) All of the Contracts affecting any interest in the Lands or the rest of the
Mortgaged Property are valid, subsisting and in full force and effect, and Mortgagor has no
current, actual knowledge that a default exists under any of the terms or provisions,
express or implied, of any of such Contracts. All of the Contracts and obligations of
Mortgagor that relate to the Lands constitute legal, valid and binding obligations of
Mortgagor. Neither Mortgagor nor, to the knowledge of Mortgagor, any other party to any
such Contract (i) is in breach of or default, or with the lapse of time or the giving of
notice, or both, would be in breach or default, with respect to any obligations under any
such Contract, whether express or implied, or (ii) has given or threatened to give notice of
any default under or inquiry into any possible default under, or action to alter, terminate,
rescind or procure a judicial reformation of, any such Contract.




     (h) All rentals and other payments due under or with respect to the Lands have been
properly and timely paid. All taxes due and payable have been properly and timely paid
except for such taxes being contested in good faith by appropriate proceedings, and for
which reserves shall have been made therefor and except for such taxes as are being
currently paid prior to delinquency in the ordinary course of business. All expenses due
and payable under the terms of the Contracts have been properly and timely paid except for
such expenses being contested in good faith by appropriate proceedings, and for which
reserves shall have been made therefor and except for such expenses as are being currently
paid prior to delinquency in the ordinary course of business.




     (i) Mortgagor shall, at all times, comply in all material respects with all
Environmental Laws.




     (j) To the knowledge of Mortgagor, except in compliance with all Environmental Laws and
in the ordinary course of Mortgagor’s business, the Mortgaged Property has never been used
by Mortgagor or any prior owner of the Mortgaged Property as a dump site or storage (whether
temporary or permanent) site for a Hazardous Substance.




     (k) Mortgagor has filed with the appropriate state and federal agencies all necessary
rate and collection filings and all necessary applications for well determinations under the
Natural Gas Act of 1938, as amended, the Natural Gas Policy Act of 1978, as amended, and the
rules and



Exhibit E — Page 12 of 27









 






regulations of the Federal Energy Regulatory Commission thereunder, and each such
application has been approved by or is pending before the appropriate state or federal
agency.




     (l) All necessary regulatory filings have been properly made in connection with the
operation of Mortgagor’s business related to the Mortgaged Property except where a failure
to make such filing could reasonably be expected to cause a Material Adverse Effect.




     (m) ADDRESS AND IDENTIFICATION INFORMATION.




     (i) As of the date of this Mortgage, Mortgagor’s address, place of business,
residence, chief executive office and office where Mortgagor keeps its records
concerning Accounts, Contract Rights and General Intangibles is set forth in the
Section 6.12, and there has been no change in the location of Mortgagor’s place of
business, residence, chief executive office and office where it keeps such records
and no change of Mortgagor’s name during the four months immediately preceding the
date of this Deed of Trust.




     (ii) Mortgagor’s (x) federal tax identification number is ___________ and
organizational number is ___________, (y) state of formation or organization, as
applicable is [___________], and (z) correctly-spelled name is _______________.




     (iii) Mortgagee’s address is set forth in Section 6.12 hereto.




     (iv) Trustee’s address is set forth in Section 6.12 hereto.



     3.2 Covenants. Subject to the provisions of the Credit Agreement and any express
exceptions contained therein, Mortgagor agrees as follows:




     (a) Payment of Lienable Claims. Mortgagor shall make prompt payment when due
and owing of all taxes, assessments, and governmental charges imposed on or assessed against
this instrument, upon the interest of Mortgagee or the Trustee, upon the Mortgaged Property
or any part thereof, or upon the revenues, income, or profits from any of the above, except
for such amounts as are being contested in good faith by appropriate proceedings and for
which adequate reserves shall have been established. Mortgagor shall make prompt payment
when due and owing of all lawful claims and demands of mechanics, materialmen, laborers, and
others which, if unpaid, might result in, or permit the creation of, a Lien on the Mortgaged
Property or any part thereof, and in general will do or cause to be done everything
necessary so that the Lien hereof shall be fully preserved, except for such amounts as are
being contested in good faith by appropriate proceedings and for which adequate reserves
shall have been established.




     (b) Operation of Mortgaged Property. Mortgagor shall operate the Mortgaged
Property, continuously and in a good workmanlike manner in accordance with all Legal
Requirements and comply in all material respects with all terms and conditions of the
Servitudes it now holds and each assignment or Contract obligating Mortgagor in any way with
respect to the Mortgaged Property; but nothing herein shall be construed to empower
Mortgagor to bind the Trustee or Mortgagee or any other Credit Party to any contract or
obligation or render the Trustee or Mortgagee or any other Credit Party in any way
responsible or liable for bills or obligations incurred by Mortgagor.




     (c) Maintenance of Easements. Mortgagor shall keep and continue, or cause to
be kept and continued, all material Servitudes, estates and interests herein described and
all contracts



Exhibit E — Page 13 of 27









 






and agreements relating thereto in full force and effect in accordance with the terms
thereof and will not permit the same to lapse or otherwise become impaired for failure to
comply with the obligations thereof, whether express or implied. Without limiting the
generality of the foregoing sentence, Mortgagor shall not release any of the material
Servitudes without the prior written consent of Mortgagee.




     (d) Other Encumbrances. Mortgagor shall not create, assume, incur or suffer to
exist, or permit any of its Subsidiaries to create, assume, incur or suffer to exist, any
Lien on or in respect of any of the Mortgaged Property or any Excluded Building and
Manufactured Homes located on the Lands, whether now owned or hereafter acquired, or assign
or otherwise convey, or permit any such Subsidiary to assign or otherwise convey, any right
to receive income, in each case to secure or provide for the payment of any Debt, trade
payable or other obligation or liability of any Person; provided, however, that
notwithstanding the foregoing, Mortgagor or any of its Subsidiaries may create, incur,
assume or suffer to exist the Permitted Liens.




     (e) Environmental Conditions. If at any time any Hazardous Substance is
discovered on, under, or about any of the Realty Collateral or any other real property owned
or operated by Mortgagor (“Other Property”) in violation of any Environmental Law in
any material respect, Mortgagor will inform Administrative Agent of the same and, to the
extent Mortgagor is or may be required to do so under Environmental Law, of Mortgagor’s
proposed response as required under Environmental Law, including, without limitation, the
performance of any required investigatory or remedial activity, and Mortgagor will to the
extent Mortgagor (and not any other party, including any lessor under any Lease) is or may
be required to do so under Environmental Law and, at its sole cost and expense, remedy or
remove such Hazardous Substances from such real property or Other Property or the
groundwater underlying such real property or Other Property in accordance with (a) the
approval of the appropriate Governmental Authority, if any such approval is required under
Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and
remedies of Administrative Agent and the Credit Parties under the Credit Documents, but
subject to Mortgagor’s right to contest the performance of any such response, as further
described in this Section, if such Hazardous Substances require remediation or removal as
set forth in this Section but has not been remedied or removed from the affected Mortgaged
Property or Other Property or the groundwater underlying such Mortgaged Property or Other
Property by the Borrower within the time periods contemplated by the applicable response,
Administrative Agent may, at its sole discretion and after giving Mortgagor written
notification of its intention to self-implement any required response, pay to have the same
remedied or removed in accordance with the applicable remediation program, and Mortgagor
will reimburse Administrative Agent therefor within ten days of Administrative Agent’s
demand for payment. Mortgagor shall have the right to contest any notice, directive or
other demand of any third party, including without limitation, any Governmental Authority,
to remedy or remove Hazardous Substances from any Mortgaged Property or any Other Property
so long as Mortgagor diligently prosecutes such contest to completion, complies with any
final order or determination and, before such contest, either furnishes Administrative Agent
security in an amount equal to the cost of remediation or removal of the Hazardous
Substances or posts a bond with a surety satisfactory to Administrative Agent in such
amount. MORTGAGOR SHALL BE SOLELY RESPONSIBLE FOR, AND WILL INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND EACH OTHER CREDIT PARTY AND EACH OF THEIR RESPECTIVE AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL
LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS,
PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR
ATTRIBUTABLE TO ANY



Exhibit E — Page 14 of 27









 






HAZARDOUS SUBSTANCES AT ANY REALTY COLLATERAL OR ANY OTHER PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING: (Y) THE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY
MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION
AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW;
AND (Z) ALL REASONABLE COSTS AND EXPENSES INCURRED BY ADMINISTRATIVE AGENT OR ANY OTHER
CREDIT PARTY IN CONNECTION WITH CLAUSE (Y) ABOVE, INCLUDING REASONABLE ATTORNEYS’ FEES;
PROVIDED, HOWEVER, THAT MORTGAGOR SHALL NOT BE LIABLE FOR ANY OF THE
FOREGOING THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF
ADMINISTRATIVE AGENT OR A CREDIT PARTY AFTER TAKING POSSESSION OF THE MORTGAGED PROPERTY OR
ARISING OUT OF DISPUTES AMONG THE LENDERS (OTHER THAN DISPUTES INVOLVING THE ARRANGERS IN
THEIR CAPACITIES AS JOINT LEAD ARRANGERS OR DISPUTES INVOLVING WELLS FARGO IN ITS CAPACITY
AS ADMINISTRATIVE AGENT). The covenants and indemnities provided in this section shall
survive the repayment or any other satisfaction of the Secured Obligations.




     (f) Notification. Mortgagor will notify Mortgagee of any material destruction,
loss, termination or acquisition of any of its Mortgaged Property within three Business Days
thereof.



     3.3 Further Assurances; Defense of Claims. Subject to the provisions of the Credit
Agreement and any express exceptions contained therein, Mortgagor further agrees as follows:




     (a) Promptly upon request and at its expense, Mortgagor shall cure any defects in the
creation, execution and delivery of this Deed of Trust. Mortgagor hereby authorizes the
Mortgagee to file any financing statements without the signature of Mortgagor to the extent
permitted by applicable law in order to perfect or maintain the perfection of any security
interest granted under this Deed of Trust. Mortgagor at its expense will promptly execute
and deliver to the Mortgagee upon reasonable request all such other documents, agreements
and instruments to comply with or accomplish the covenants and agreements of Mortgagor in
this Deed of Trust, or to further evidence and more fully describe the Mortgaged Property,
or to correct any omissions in this Deed of Trust, or to state more fully the security
obligations set out herein, or to perfect, protect or preserve any Liens created pursuant
hereto, or to make any recordings, to file any notices or obtain any consents, all as may be
necessary or appropriate in connection therewith or to enable the Mortgagee to exercise and
enforce its rights and remedies with respect to any Mortgaged Property.




     (b) Within 30 days after a request by the Mortgagee or any Credit Party to cure any
title defects or exceptions which are not Permitted Liens and which, individually or in the
aggregate, (i) materially interfere with the ordinary conduct of Mortgagor’s Business, (ii)
materially detract from the value or the use of the portion of the Mortgaged Property
affected thereby, or (iii) could reasonably be expected to have a Material Adverse Effect,
the Mortgagor shall cure such title defects or exceptions or substitute such Mortgaged
Property with acceptable Property of an equivalent value with no title defects or exceptions
and deliver to the Mortgagee satisfactory title evidence in form and substance acceptable to
the Mortgagee in its reasonable business judgment as to the Mortgagor’s title in such
Property and the Mortgagee’s Liens and security interests therein.



Exhibit E — Page 15 of 27









 






     (c) Mortgagor shall promptly notify Mortgagee in writing of the commencement of any
legal proceeding affecting Mortgagor’s title to the Mortgaged Property or Mortgagee’s Lien
or security interest in the Mortgaged Property, or any part thereof and which (i) materially
interferes with the ordinary conduct of Mortgagor’s Business, (ii) materially detracts from
the value or the use of the portion of the Mortgaged Property affected thereby, or (iii)
could reasonably be expected to have a Material Adverse Effect. Mortgagor shall take such
action, employing attorneys agreeable to Mortgagee, as may be necessary to preserve
Mortgagor’s, the Trustee’s and Mortgagee’s rights affected thereby. If Mortgagor fails or
refuses to adequately or vigorously, in the reasonable judgment of Mortgagee, defend
Mortgagor’s, the Trustee’s or Mortgagee’s rights to the Mortgaged Property, the Trustee or
Mortgagee may take such action on behalf of and in the name of Mortgagor and at Mortgagor’s
expense. Moreover, Mortgagee or the Trustee on behalf of Mortgagee, may take such
independent action in connection therewith as they may in their discretion deem proper,
including the right to employ independent counsel and to intervene in any suit affecting the
Mortgaged Property. All costs, expenses and attorneys’ fees incurred by Mortgagee or the
Trustee pursuant to this Section 3.3 or in connection with the defense by Mortgagee of any
claims, demands or litigation relating to Mortgagor, the Mortgaged Property or the
transactions contemplated in this Deed of Trust shall be paid by Mortgagor as provided in
Section 6.2 below.




     (d) Mortgagor shall maintain and preserve the Lien and security interest herein created
as an Acceptable Security Interest.




     (e) Mortgagor shall give Mortgagee at least five (5) Business Days’ prior written
notice before it amends, its name or changes its jurisdiction of incorporation,
organization, or formation, as applicable.



     3.4 Recording. Mortgagor shall promptly (at Mortgagor’s own expense) record,
register, deposit and file this Deed of Trust and every other instrument in addition or supplement
hereto, including applicable financing statements, in such offices and places within the state
where the Mortgaged Property is located and at such times and as often as may be necessary to
preserve, protect and renew the Lien and security interest herein created as an Acceptable Security
Interest on real or personal property as the case may be, and otherwise shall do and perform all
matters or things necessary or expedient to be done or observed by reason of any Legal Requirement
for the purpose of effectively creating, perfecting, maintaining and preserving the Lien and
security interest created hereby in and on the Mortgaged Property.



     3.5 Records, Statements and Reports. Mortgagor shall keep proper books of record and
account in which complete and correct entries shall be made of Mortgagor’s transactions in
accordance with the method of accounting required in the Credit Agreement and shall furnish or
cause to be furnished to Mortgagee the reports required to be delivered pursuant to the terms of
the Credit Agreement.



     3.6 Covenants Running with the Land. All covenants and agreements herein contained
shall constitute covenants running with the Land.



     3.7 Incorporation of Covenants from Credit Agreement. The covenants applicable to
Mortgagor and to the Mortgaged Property contained in Article V and Article VI of the Credit
Agreement are hereby confirmed and restated, each such covenant, together with all related
definitions and ancillary provisions, being hereby incorporated into this Deed of Trust by
reference as though specifically set forth in this Section, and Mortgagor hereby agrees that
Mortgagor shall perform and comply with such covenants until the indefeasible payment in full in
cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or
expiration of all Letters of Credit and all obligations of the Issuing



Exhibit E — Page 16 of 27









 




Banks and the Lenders in respect of Letters of Credit, and the expiration or termination of
all Commitments.




ARTICLE IV




DEFAULT



     4.1 Events of Default. An Event of Default under the terms of the Credit Agreement
shall constitute an “Event of Default” under this Deed of Trust.



     4.2 Acceleration Upon Default. Upon the occurrence and during the continuance of any
Event of Default (other than pursuant to paragraph (e) of Section 7.01 of the Credit Agreement),
Mortgagee may, or shall at the request of the Majority Lenders, declare the entire unpaid principal
of, and the interest accrued on, and all other amounts owed in connection with, the Secured
Obligations to be forthwith due and payable, whereupon the same shall become immediately due and
payable without any protest, presentment, demand, notice of intent to accelerate, notice of
acceleration or further notice of any kind, all of which are hereby expressly waived by Mortgagor.
If any Event of Default pursuant to paragraph (e) of Section 7.01 of the Credit Agreement shall
occur, the entire unpaid principal of, and the interest accrued on, and all other amounts owed in
connection with, the Secured Obligations shall immediately and automatically become and be due and
payable in full, without presentment, demand, protest or any notice of any kind (including, without
limitation, any notice of intent to accelerate or notice of acceleration) all of which are hereby
expressly waived by Mortgagor. Whether or not Mortgagee or the Majority Lenders elect to
accelerate as herein provided, Mortgagee may simultaneously, or thereafter, without any further
notice to Mortgagor, exercise any other right or remedy provided in this Deed of Trust or otherwise
existing under the Credit Agreement or any other Credit Document or any other agreement, document,
or instrument evidencing obligations owing from Mortgagor to any of the Credit Parties.



ARTICLE V




Mortgagee’s Rights



     5.1 Rights to Realty Collateral Upon Default.




     (a) Operation of Property by Mortgagee. Upon the occurrence and during the continuance
of any Event of Default, and in addition to all other rights of Mortgagee, Mortgagee shall
have the following rights and powers (but no obligation):




     (i) To hold, use, administer, manage and operate the Realty Collateral to the
extent that Mortgagor could do so, and without any liability to Mortgagor in
connection with such operations; and




     (ii) Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court, and without regard to the
adequacy of its security, to enter upon and take possession of the Realty Collateral
or any part thereof, and exclude Mortgagor therefrom, and do any other acts which it
deems necessary or desirable to preserve the value, marketability or rentability of
the Realty Collateral, or part thereof or interest therein, increase the income
therefrom or protect the security hereof and, with or without taking possession of
the Realty Collateral, take any action described herein, sue for or otherwise
collect the Rents, including those past due and unpaid, and apply the same, less
reasonable costs and expenses of operation and



Exhibit E — Page 17 of 27









 






collection including reasonable attorneys’ fees, upon the Secured Obligations,
all in such order as Mortgagee may determine.




The entering upon and taking possession of the Realty Collateral, the taking of any action
described herein, the collection of such Rents, and the application thereof as aforesaid,
shall not cure or waive any Event of Default or notice of default or invalidate any act done
in response to such Event of Default or pursuant to such notice of default and,
notwithstanding the continuance in possession of the Realty Collateral or the collection,
receipt and application of Rents, Mortgagee shall be entitled to exercise every right
provided for in any of the Credit Documents or by law upon any Event of Default, including
the right to exercise the power of sale herein conferred. Mortgagee may designate any
person, firm, corporation or other entity to act on its behalf in exercising the foregoing
rights and powers.




     (b) Judicial Proceedings. Upon the occurrence and during the continuance of any Event
of Default, the Trustee and/or Mortgagee, in lieu of or in addition to exercising the power
of sale hereafter given, may proceed by a suit or suits, in equity or at law (i) for the
specific performance of any covenant or agreement herein contained or in aid of the
execution of any power herein granted, (ii) for the appointment of a receiver whether there
is then pending any foreclosure hereunder or the sale of the Realty Collateral, or (iii) for
the enforcement of any other appropriate legal or equitable remedy; and further, in lieu of
the non-judicial power of sale hereafter given for Mortgaged Property located in the State
of Texas, the Trustee may proceed by suit for a sale of the Realty Collateral.




     (c) Foreclosure by Private Power of Sale of Collateral. Upon the occurrence and during
the continuance of any Event of Default, the Trustee shall have the right and power to sell,
as the Trustee may elect, all or a portion of the Mortgaged Property at one or more sales as
an entirety or in parcels, in accordance with Section 51.002 of the Texas Property Code, as
amended from time to time (or any successor provisions of Texas law governing real property
foreclosure sales) or with any applicable state law. Mortgagor hereby designates as
Mortgagor’s address for the purpose of notice the address set out in Section 6.12;
provided that Mortgagor may by written notice to Mortgagee designate a different
address for notice purposes. Any purchaser or purchasers will be provided with a general
warranty conveyance binding Mortgagor and Mortgagor’s successors and assigns. Sale of a
part of the Realty Collateral will not exhaust the power of sale, and sales may be made from
time to time until all of the Realty Collateral is sold or all of the Secured Obligations
are paid in full.




     (d) Certain Aspects of Sale. Mortgagee will have the right to become the purchaser at
any foreclosure sale and to credit the then outstanding balance of the Secured Obligations
against the amount payable by Mortgagee as purchaser at such sale. Statements of fact or
other recitals contained in any conveyance to any purchaser or purchasers at any sale made
hereunder will conclusively establish the occurrence of any Event of Default, any
acceleration of the maturity of the Secured Obligations, the advertisement and conduct of
such sale in the manner provided herein, the appointment of any successor-Trustee hereunder
and the truth and accuracy of all other matters stated therein. Mortgagor does hereby
ratify and confirm all legal acts that the Trustee may do in carrying out the Trustee’s
duties and obligations under this Deed of Trust, and Mortgagor hereby irrevocably appoints
Mortgagee to be the attorney-in-fact of Mortgagor and in the name and on behalf of Mortgagor
to execute and deliver any deeds, transfers, conveyances, assignments, assurances and
notices which Mortgagor ought to execute and deliver and do and perform any and all such
acts and things which Mortgagor ought to do and perform under the covenants herein contained
and generally to use the name of Mortgagor in the exercise of all or any of the powers
hereby conferred on Trustee. Upon any sale, whether under the power of sale



Exhibit E — Page 18 of 27









 






hereby given or by virtue of judicial proceedings, it shall not be necessary for
Trustee or any public officer acting under execution or by order of court, to have
physically present or constructively in his possession any of the Mortgaged Property, and
Mortgagor hereby agrees to deliver to the purchaser or purchasers at such sale on the date
of sale the Mortgaged Property purchased by such purchasers at such sale and if it should be
impossible or impracticable to make actual delivery of such Mortgaged Property, then the
title and right of possession to such Mortgaged Property shall pass to the purchaser or
purchasers at such sale as completely as if the same had been actually present and
delivered.




     (e) Receipt to Purchaser. Upon any sale made under the power of sale herein granted,
the receipt of the Trustee will be sufficient discharge to the purchaser or purchasers at
any sale for its purchase money, and such purchaser or purchasers, will not, after paying
such purchase money and receiving such receipt of the Trustee, be obligated to see to the
application of such purchase money or be responsible for any loss, misapplication or
non-application thereof.




     (f) Effect of Sale. Any sale or sales of the Realty Collateral will operate to divest
all right, title, interest, claim and demand whatsoever, either at law or in equity, of
Mortgagor in and to the premises and the Realty Collateral sold, and will be a perpetual
bar, both at law and in equity, against Mortgagor, Mortgagor’s successors or assigns, and
against any and all persons claiming or who shall thereafter claim all or any of the Realty
Collateral sold by, through or under Mortgagor, or Mortgagor’s successors or assigns.
Nevertheless, if requested by the Trustee so to do, Mortgagor shall join in the execution
and delivery of all proper conveyances, assignments and transfers of the Property so sold.
The purchaser or purchasers at the foreclosure sale will receive as incident to his, her,
its or their own ownership, immediate possession of the Realty Collateral purchased and
Mortgagor agrees that if Mortgagor retains possession of the Realty Collateral or any part
thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the
purchaser or purchasers and will be subject to eviction and removal by any lawful means,
with or without judicial intervention, and all damages by reason thereof are hereby
expressly waived by Mortgagor.




     (g) Application of Proceeds. The proceeds of any sale of the Realty Collateral or any
part thereof, whether under the power of sale herein granted and conferred or by virtue of
judicial proceedings, shall either be, at the option of Mortgagee, applied at the time of
receipt, or held by Mortgagee in a cash collateral account as additional Mortgaged Property,
and in either case, applied in the order set forth in Section 7.06 of the Credit Agreement.




     (h) Mortgagor’s Waiver of Appraisement and Marshalling. Mortgagor agrees, to the full
extent that Mortgagor may lawfully so agree, that Mortgagor will not at any time insist upon
or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay,
extension or redemption law, now or hereafter in force, in order to prevent or hinder the
enforcement or foreclosure of this Deed of Trust, the absolute sale of the Mortgaged
Property, including the Realty Collateral, or the possession thereof by any purchaser at any
sale made pursuant to this Deed of Trust or pursuant to the decree of any court of competent
jurisdiction; and Mortgagor, for Mortgagor and all who may claim through or under Mortgagor,
hereby waives the benefit of all such laws and, to the extent that Mortgagor may lawfully do
so under any applicable law, any and all rights to have the Mortgaged Property, including
the Realty Collateral, marshaled upon any foreclosure of the Lien hereof or sold in inverse
order of alienation. Mortgagor agrees that the Trustee may sell the Mortgaged Property,
including the Realty Collateral, in part, in parcels or as an entirety as directed by
Mortgagee.



Exhibit E — Page 19 of 27









 






     (i) Waiver of Notices, Appraisements, Reinstatement and other Rights. Mortgagor hereby
expressly waives, to the full extent permitted by applicable law, any and all rights or
privileges of notices, appraisements, redemption and any prerequisite in the event of
foreclosure of the Liens and/or security interests created herein, including without
limitation, any right to reinstatement prior to foreclosure. Mortgagee at all times shall
have the right to release any part of the Mortgaged Property now or hereafter subject to the
Liens or security interests of this Deed of Trust, any part of the proceeds of production or
other income herein or hereafter assigned or pledged, or any other security it now has or
may hereafter have securing the Indebtedness, without releasing any other part of the
Mortgaged Property, proceeds or income, and without affecting the Liens or security
interests hereof as to the part or parts of the Mortgaged Property, proceeds or income not
so released or the right to receive future proceeds and income



     5.2 Rights to Personalty Collateral Upon Default. Upon the occurrence and during the
continuance of any Event of Default, Mortgagee or the Trustee may proceed against the Personalty
Collateral in accordance with the rights and remedies granted herein with respect to the Realty
Collateral, or will have all rights and remedies granted by the Uniform Commercial Code as in
effect in Texas and this Deed of Trust. Mortgagee shall have the right to take possession of the
Personalty Collateral, and for this purpose Mortgagee may enter upon any premises on which any or
all of the Personalty Collateral is situated and, to the extent that Mortgagor could do so, take
possession of and operate the Personalty Collateral or remove it therefrom. Mortgagee may require
Mortgagor to assemble the Personalty Collateral and make it available to Mortgagee at a place to be
designated by Mortgagee which is reasonably convenient to both parties. Unless the Personalty
Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market, Mortgagee will send Mortgagor reasonable notice of the time and place of
any public sale or of the time after which any private sale or other disposition of the Personalty
Collateral is to be made. This requirement of sending reasonable notice will be met if such notice
is mailed, postage prepaid, to Mortgagor at the address designated in Section 6.12 hereof (or such
other address as has been designated as provided herein) at least ten days before the time of the
sale or disposition. In addition to the expenses of retaking, holding, preparing for sale, selling
and the like, Mortgagee will be entitled to recover attorney’s fees and legal expenses as provided
for in this Deed of Trust and in the writings evidencing the Secured Obligations before applying
the balance of the proceeds from the sale or other disposition toward satisfaction of the Secured
Obligations. Mortgagor will remain liable for any deficiency remaining after the sale or other
disposition. Mortgagor hereby consents and agrees that any disposition of all or a part of the
Mortgaged Property may be made without warranty of any kind whether expressed or implied.



     5.3 Rights to Fixture Collateral Upon Default. Upon the occurrence and during the
continuance of any Event of Default, Mortgagee may elect to treat the Fixture Collateral as either
Realty Collateral or as Personalty Collateral (but not both) and proceed to exercise such rights as
apply to the type of Mortgaged Property selected.



     5.4 Certain Remedies related to Rents. After the occurrence and during the
continuance of an Event of Default, the Mortgagee may by written notice to Mortgagor terminate
Mortgagor’s license to collect the Rents hereunder. Any Rents received by Mortgagor after such
notice shall be held in trust for the benefit of the Mortgagee, segregated from the other funds of
Mortgagor, and immediately paid over to the Mortgagee, with any necessary endorsement. Mortgagor
irrevocably authorizes all parties obligated to pay Rents to accept any notice from the Mortgagee
that Mortgagor’s license to collect the Rents has been terminated after the occurrence and during
the continuance of an Event of Default and, following such notice, to follow the instructions of
the Mortgagee and ignore the instructions of Mortgagor with respect to collecting the Rents,
including instructions which direct the obligors to pay all amounts due directly to the Mortgagee.
Upon such notification and at the expense of Mortgagor, the Mortgagee may enforce collection of any
Rents, and adjust, settle, or compromise the amount or payment thereof.



Exhibit E — Page 20 of 27









 





     5.5 Account Debtors. Mortgagee may, in its discretion, after the occurrence and
during the continuance of any Event of Default, notify any account debtor to make payments directly
to Mortgagee and contact account debtors directly to verify information furnished by Mortgagor.
Mortgagee shall not have any obligation to preserve any rights against prior parties.



     5.6 Costs and Expenses. All reasonable sums advanced or costs or expenses incurred by
Mortgagee (either by it directly or on its behalf by the Trustee or any receiver appointed
hereunder) in protecting and enforcing its rights hereunder shall constitute a demand obligation
owing by Mortgagor to Mortgagee as part of the Secured Obligations. Mortgagor hereby agrees to
repay such reasonable sums on demand plus interest thereon from the date of the advance or
incurrence until reimbursement of Mortgagee at the same rate of interest as charged Alternate Base
Rate Advances when an Event of Default exists as set forth in the Credit Agreement.



     5.7 Set-Off. Upon the occurrence and during the continuance of any Event of Default,
Mortgagee shall have the right to set-off any funds of Mortgagor in the possession of Mortgagee
against any amounts then due by Mortgagor to Mortgagee pursuant to this Deed of Trust.



ARTICLE VI




Miscellaneous



     6.1 Trustees.




     (a) Successor Trustees. The Trustee may resign in writing addressed to Mortgagee or be
removed at any time with or without cause by an instrument in writing duly executed by
Mortgagee. In case of the death, resignation or removal of the Trustee, a successor Trustee
may be appointed by Mortgagee by instrument of substitution complying with any applicable
requirements of law, and in the absence of any requirement, without other formality other
than an appointment and designation in writing. The appointment and designation will vest
in the named successor Trustee all the estate and title of the Trustee in all of the
Mortgaged Property and all of the rights, powers, privileges, immunities and duties hereby
conferred upon the Trustee. All references herein to the Trustee will be deemed to refer to
any successor Trustee from time to time acting hereunder.




     (b) Indemnification of Trustee. The Trustee shall not be liable for any error of
judgment or act done by the Trustee in good faith, or be otherwise responsible or
accountable under any circumstances whatsoever, INCLUDING THE TRUSTEE’S OWN NEGLIGENCE, but
excluding any of the Trustee’s own gross negligence, bad faith or willful misconduct or
arising out of disputes with the Lenders found to be such by a final, non-appealable
judgment by a court of competent jurisdiction. The Trustee may rely on any instrument,
document, or signature authorizing or supporting any action taken or proposed to be taken by
him hereunder, believed by him in good faith to be genuine. All moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for the purposes
for which they were received, but need not be segregated in any manner from any other moneys
(except to the extent required by law), and the Trustee shall have no liability for interest
on any moneys received by him hereunder. Mortgagor shall reimburse the Trustee for, and
indemnify and save the Trustee harmless against, any and all liability and expenses which
may be incurred by the Trustee in the performance of the Trustee’s duties hereunder,
INCLUDING THOSE INCURRED AS A RESULT OF THE TRUSTEE’S OWN NEGLIGENCE, but excluding such
liabilities and expenses that are found by a final, non-appealable judgment by a court of
competent jurisdiction to have been incurred as a result of the gross negligence, willful
misconduct, or



Exhibit E — Page 21 of 27









 






bad faith of the Trustee or arising out of disputes with the Lenders. Mortgagor’s
obligations under this Section 6.1(b) shall survive the termination of this Deed of Trust,
the payment in full of the Secured Obligations, the termination of all obligations of the
Issuing Banks and the Lenders in respect of Letters of Credit, and the termination or
expiration of the Commitments.




     (c) Duties of Trustee. It shall be no part of the duty of the Trustee to see to any
recording, filing or registration of this Deed of Trust or any other instrument in addition
or supplemental hereto, or to see to the payment of or be under any duty with respect to any
tax or assessment or other governmental charge which may be levied or assessed on the
Mortgaged Property, any part thereof, or against Mortgagor, or to see to the performance or
observance by Mortgagor of any of the covenants and agreements contained herein. Trustee
shall not be responsible for the execution, acknowledgment or validity of this Deed of Trust
or of any instrument in addition or supplemental hereto or for the sufficiency of the
security purported to be created hereby, and makes no representation in respect thereof or
in respect of the rights of Mortgagee. Trustee shall have the right to seek the advice of
counsel upon any matters arising hereunder and shall be fully protected in relying as to
legal matters on the advice of counsel. Trustee shall not incur any personal liability
hereunder except for his own willful misconduct; and the Trustee shall have the right to
rely on any instrument, document or signature authorizing or supporting any action taken or
proposed to be taken by him hereunder, believed by him in good faith to be genuine.



     6.2 Advances by Mortgagee or Trustee. Each and every covenant of Mortgagor herein
contained shall be performed and kept by Mortgagor solely at Mortgagor’s expense. If Mortgagor
fails to perform or keep any of the covenants of whatsoever kind or nature contained in this Deed
of Trust, Mortgagee (either by it directly or on its behalf by the Trustee or any receiver
appointed hereunder) may, but will not be obligated to, make advances to perform the same on
Mortgagor’s behalf, and Mortgagor hereby agrees to repay such sums and any reasonable attorneys’
fees incurred in connection therewith on demand plus interest thereon from the date of the advance
until reimbursement of Mortgagee at the same rate of interest as charged Alternate Base Rate
Advances when an Event of Default exists as set forth in the Credit Agreement. In addition,
Mortgagor hereby agrees to repay on demand any costs, expenses and reasonable attorney’s fees
incurred by Mortgagee or the Trustee which are to be obligations of Mortgagor pursuant to, or
allowed by, the terms of this Deed of Trust, including such costs, expenses and reasonable
attorney’s fees incurred pursuant to the terms hereof, plus interest thereon from the date of the
advance by Mortgagee or the Trustee until reimbursement of Mortgagee or the Trustee, respectively,
at the same rate of interest as charged Alternate Base Rate Advances when an Event of Default
exists as set forth in the Credit Agreement. Such amounts will be in addition to any sum of money
which may, pursuant to the terms and conditions of the written instruments comprising part of the
Secured Obligations, be due and owing. No such advance will be deemed to relieve Mortgagor from
any default hereunder.



     6.3 Termination. If the Secured Obligations (including all Letter of Credit
Obligations) have been indefeasible paid in full in cash, all Letters of Credit have expired or
terminated and all obligations of the Issuing Banks and the Lenders in respect of Letters of Credit
have terminated, and all Commitments have expired or terminated, then all of the Mortgaged Property
(to the extent not sold pursuant to the terms hereof) will revert to Mortgagor and the entire
estate, right, title and interest of the Trustee and Mortgagee will thereupon cease; and Mortgagee
in such case shall, upon the request of Mortgagor and the payment by Mortgagor of all reasonable
attorneys’ fees and other expenses, deliver to Mortgagor proper instruments acknowledging
satisfaction of this Deed of Trust.



     6.4 Renewals, Amendments and Other Security. Without notice or consent of Mortgagor,
renewals and extensions of the written instruments constituting part or all of the Secured
Obligations may



Exhibit E — Page 22 of 27









 




be given at any time and amendments may be made to agreements relating to any part of such
written instruments or the Mortgaged Property. Mortgagee may take or hold other security for the
Secured Obligations without notice to or consent of Mortgagor. The acceptance of this Deed of
Trust by Mortgagee shall not waive or impair any other security Mortgagee may have or hereafter
acquire to secure the payment of the Secured Obligations nor shall the taking of any such
additional security waive or impair the Lien and security interests herein granted. The Trustee or
Mortgagee may resort first to such other security or any part thereof, or first to the security
herein given or any part thereof, or from time to time to either or both, even to the partial or
complete abandonment of either security, and such action will not be a waiver of any rights
conferred by this Deed of Trust. This Deed of Trust may not be amended, waived or modified except
in a written instrument executed by both Mortgagor and Mortgagee.




     6.5 Security Agreement, Financing Statement and Fixture Filing. This Deed of Trust
will be deemed to be and may be enforced from time to time as an assignment, chattel mortgage,
contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from
time to time as any one or more thereof if appropriate under applicable state law. AS A FINANCING
STATEMENT, THIS DEED OF TRUST IS INTENDED TO COVER ALL PERSONALTY COLLATERAL INCLUDING MORTGAGOR’S
INTEREST IN ALL HYDROCARBONS AS AND AFTER THEY ARE EXTRACTED AND ALL ACCOUNTS ARISING FROM THE SALE
THEREOF AT THE WELLHEAD. THIS DEED OF TRUST SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A
FIXTURE FILING WITH RESPECT TO FIXTURE COLLATERAL INCLUDED WITHIN THE MORTGAGED PROPERTY. This
Deed of Trust shall be filed in the real estate records or other appropriate records of the county
or counties in the state in which any part of the Realty Collateral and Fixture Collateral is
located as well as the Uniform Commercial Code records or other appropriate office of the state in
which any Mortgaged Property is located. At Mortgagee’s request, Mortgagor shall execute financing
statements covering the Personalty Collateral and Fixture Collateral, which financing statements
may be filed in the Uniform Commercial Code records or other appropriate office of the county or
state in which any of the Collateral is located or in any other location permitted or required to
perfect Mortgagee’s security interest under the Uniform Commercial Code. In addition, Mortgagor
hereby irrevocably authorizes Mortgagee and any affiliate, employee or agent thereof, at any time
and from time to time, to file in any Uniform Commercial Code jurisdiction any financing statement
or document and amendments thereto, without the signature of Mortgagor where permitted by law, in
order to perfect or maintain the perfection of any security interest granted under this Deed of
Trust. A photographic or other reproduction of this Deed of Trust shall be sufficient as a
financing statement.



     6.6 Unenforceable or Inapplicable Provisions. If any term, covenant, condition or
provision hereof is invalid, illegal or unenforceable in any respect, the other provisions hereof
will remain in full force and effect and will be liberally construed in favor of the Trustee and
Mortgagee in order to carry out the provisions hereof.



     6.7 Rights Cumulative. Each and every right, power and remedy herein given to the
Trustee or Mortgagee will be cumulative and not exclusive, and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised from time to time
and as often and in such order as may be deemed expedient by the Trustee, or Mortgagee, as the case
may be, and the exercise, or the beginning of the exercise, of any such right, power or remedy will
not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right,
power or remedy. No delay or omission by the Trustee or by Mortgagee in the exercise of any right,
power or remedy will impair any such right, power or remedy or operate as a waiver thereof or of
any other right, power or remedy then or thereafter existing.



     6.8 Waiver by Mortgagee. Any and all covenants in this Deed of Trust may from time to
time by instrument in writing by Mortgagee and the Majority Lenders, be waived to such extent and
in



Exhibit E — Page 23 of 27









 




such manner as the Trustee or Mortgagee may desire, but no such waiver will ever affect or
impair either the Trustee’s or Mortgagee’s rights hereunder, except to the extent specifically
stated in such written instrument.




     6.9 Terms. The term “Mortgagor” as used in this Deed of Trust will be
construed as singular or plural to correspond with the number of persons executing this Deed of
Trust as Mortgagor. If more than one person executes this Deed of Trust as Mortgagor, his, her,
its, or their duties and liabilities under this Deed of Trust will be joint and several. The terms
“Mortgagee”, “Mortgagor”, and “Trustee” as used in this Deed of Trust
include the heirs, executors or administrators, successors, representatives, receiver, trustees and
assigns of those parties as provided in Section 6.14 below.



     6.10 Counterparts. This Deed of Trust may be executed in any number of counterparts,
each of which will for all purposes be deemed to be an original, and all of which are identical
except that, to facilitate recordation, in any particular counties counterpart portions of the
exhibits attached hereto which describe portions of the Mortgaged Property situated in counties
other than the counties in which such counterpart is to be recorded may have been omitted.



     6.11 Governing Law. This Deed of Trust shall be governed by and construed in
accordance with the laws of the State of Texas.



     6.12 Notice. All notices required or permitted to be given by Mortgagor, Mortgagee or
the Trustee shall be made in the manner set forth in the Credit Agreement and shall be addressed as
follows:




	 	 	 
	Mortgagor:
	 	[Mortgagor]
	 
	 	c/o Holly Energy Partners — Operating, L.P.
	 
	 	100 Crescent Court, Suite 1600
	 
	 	Dallas, Texas 75201-6927
	 
	 	Attention: Stephen D. Wise
	 
	 	Facsimile: 214.237.3051
	 
	 	 
	Mortgagee:
	 	Wells Fargo Bank, N.A.
	 
	 	1700 Lincoln Street, 6th Floor,
	 
	 	Denver, Colorado 80203
	 
	 	Attention: Suzanne F. Ridenhour
	 
	 	Facsimile: 303.863-4522
	 
	 	 
	Trustee:
	 	Any notices to be given to the
	 
	 	Trustee shall also be delivered to Mortgagee.






     6.13 Condemnation. All awards and payments heretofore and hereafter made for the
taking of or injury to the Mortgaged Property or any portion thereof whether such taking or injury
be done under the power of eminent domain or otherwise, are hereby assigned, and shall be paid to
Mortgagee. Mortgagee is hereby authorized to collect and receive the proceeds of such awards and
payments and to give proper receipts and acquittances therefor. Mortgagor hereby agrees to make,
execute and deliver, upon request, any and all assignments and other instruments sufficient for the
purpose of confirming this assignment of the awards and payments to Mortgagee free and clear of any
encumbrances of any kind or nature whatsoever. Any such award or payment may, at the option of
Mortgagee, be retained and applied by Mortgagee after payment of attorneys’ fees, costs and
expenses incurred in connection with the collection of such award or payment toward payment of all
or a portion of the Secured Obligations, whether or not the Secured Obligations are then due and
payable, or be paid over wholly or in part to



Exhibit E — Page 24 of 27









 






Mortgagor for the purpose of altering, restoring or rebuilding any part of the Mortgaged
Property which may have been altered, damaged or destroyed as a result of any such taking, or other
injury to the Mortgaged Property.



     6.14 Successors and Assigns. This Deed of Trust shall (a) be binding upon Mortgagor
and its successors, transferees and assigns, and (b) inure, together with the rights and remedies
of the Mortgagee hereunder, to the benefit of and be binding upon, the Mortgagee, the Issuing
Banks, and the Lenders and their respective successors, transferees, and assigns, and to the
benefit of and be binding upon, the Swap Counterparties, and each of their respective successors,
transferees, and assigns to the extent such successors, transferees, and assigns of a Swap
Counterparty is a Lender or an Affiliate of a Lender. Without limiting the generality of the
foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the
Credit Agreement or other Credit Document to any other Person pursuant to the terms of the Credit
Agreement or such other Credit Document, that other Person shall thereupon become vested with all
the benefits held by such Lender under this Deed of Trust.



     6.15 Article and Section Headings. The article and section headings in this Deed of
Trust are inserted for convenience of reference and shall not be considered a part of this Deed of
Trust or used in its interpretation.



     6.16 Usury Not Intended. It is the intent of Mortgagor and Mortgagee in the execution
and performance of this Deed of Trust, the Credit Agreement and the other Credit Documents to
contract in strict compliance with applicable usury laws governing the Secured Obligations
including such applicable usury laws of the State of Texas and the United States of America as are
from time-to-time in effect. In furtherance thereof, Mortgagee and Mortgagor stipulate and agree
that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the
other Credit Documents shall ever be construed to create a contract to pay, as consideration for
the use, forbearance or detention of money, interest at a rate in excess of the maximum
non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include
the aggregate of all charges which constitute interest under such laws that are contracted for,
charged or received under this Deed of Trust, the Credit Agreement and the other Credit Documents;
and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts
taken, reserved, charged, received or paid on the Secured Obligations, include amounts which by
applicable law are deemed interest which would exceed the maximum non-usurious rate permitted by
applicable law, then such excess shall be deemed to be a mistake and Mortgagee shall credit the
same on the principal of the Secured Obligations (or if the Secured Obligations shall have been
paid in full, refund said excess to Mortgagor). In the event that the maturity of the Secured
Obligations is accelerated by reason of any election of Mortgagee resulting from any Event of
Default, or in the event of any required or permitted prepayment, then such consideration that
constitutes interest may never include more than the maximum non-usurious rate permitted by
applicable law and excess interest, if any, provided for in this Deed of Trust, the Credit
Agreement or other Credit Documents shall be canceled automatically as of the date of such
acceleration and prepayment and, if theretofore paid, shall be credited on the Secured Obligations
or, if the Secured Obligations shall have been paid in full, refunded to Mortgagor. In determining
whether or not the interest paid or payable under any specific contingencies exceeds the maximum
non-usurious rate permitted by applicable law, Mortgagor and Mortgagee shall to the maximum extent
permitted under applicable law amortize, prorate, allocate and spread in equal part during the
period of the full stated term of the Secured Obligations, all amounts considered to be interest
under applicable law of any kind contracted for, charged, received or reserved in connection with
the Secured Obligation.



     6.17 [INTENTIONALLY OMITTED.]



Exhibit E — Page 25 of 27









 





     6.18 No Offsets, Etc. Mortgagor hereby represents, warrants and covenants to
Mortgagee and the Trustee that there are no offsets, counterclaims or defenses at law or in equity
against this Deed of Trust or the indebtedness secured thereby.



     6.19 Bankruptcy Limitation. Notwithstanding anything contained herein to the
contrary, it is the intention of Mortgagor, the Mortgagee and the other Credit Parties that the
amount of the Secured Obligation secured by Mortgagor’s interests in any of its Property shall be
in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent
transfer and other similar law, rule or regulation of any Governmental Authority applicable to
Mortgagor. Accordingly, notwithstanding anything to the contrary contained in this Deed of Trust,
in any other agreement or instrument executed in connection with the payment of any of the Secured
Obligations, the amount of the Secured Obligations secured by Mortgagor’s interests in any of its
Property pursuant to this Deed of Trust shall be limited to an aggregate amount equal to the
largest amount that would not render Mortgagor’s obligations hereunder or the Liens and security
interest granted to the Mortgagee hereunder subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provision of any other applicable law.



     6.20 Express Negligence Rule. The indemnification, release and assumption provisions
provided for in this Agreement shall be applicable whether or not the losses, costs, expenses and
damages in question arose solely or in part from the gross, active, passive, or concurrent
negligence, strict liability or other fault of any indemnified party. Each of Administrative
Agent, the Issuing Banks, the Lenders, the Borrower, and each of the Guarantors acknowledges that
this statement complies with the express negligence rule and is conspicuous.



     6.21 Time of the Essence. Time is of the essence in the performance of each and every
obligation under this Deed of Trust.



     6.22 Financing Statement and Utility Security Instrument Filings. This Deed of Trust
may be filed as provided in Article 9 of the UCC, to assure that the security interests granted by
this Deed of Trust are perfected. In this connection, this instrument will be presented to a
filing officer under the UCC to be filed in the real estate records as a Financing Statement
covering fixtures. This Deed of Trust may also be filed as provided in TEX. BUS. & COM. CODE ANN.
Ch. 35 (Vernon 1996), as amended from time to time, relating to the granting of a security interest
by utilities. The filing of this Deed of Trust under the provisions of TEX. BUS. & COM. CODE ANN,
Ch. 35 (Vernon 1996), as amended from time to time, shall not constitute an admission by Mortgagor
that it is a utility for purposes of TEX. BUS. & COM. CODE ANN. Ch. 35 (Vernon 1996), as amended
from time to time, or any other statute, rule or regulation of any governmental authority or
agency.



[SIGNATURE PAGES FOLLOW]









Exhibit E — Page 26 of 27









 








[SIGNATURE PAGE TO MORTGAGE — PAGE 1 OF ___]




     EXECUTED as of ___________, 20_.



	 	 	 	 	 
	 	MORTGAGOR:



[________________________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	 THE STATE OF
	 	 §
	 	 
	 

	 	 §	 	 
	COUNTY OF
	 	 §	 	 






     The foregoing instrument was acknowledged before me this __________, 20__ by
_______________________, the __________________ of [MORTGAGOR], on behalf of [MORTGAGOR].



     Given under my hand and official seal this _________, 20__.



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Notary Public in and for 	 
	[NOTARIAL SEAL] 	 	the State of _________ 	 
	 







Exhibit E — Signature Page 1 of 2









 








[SIGNATURE PAGE TO MORTGAGE — PAGE 2 OF ___]





     EXECUTED as of ___________, 20__.



	 	 	 	 	 
	 	MORTGAGEE:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	THE STATE OF

	 	 §
	 	 
	 

	 	 §	 	 
	COUNTY OF

	 	 §	 	 






     The foregoing instrument was acknowledged before me this __________, 20__ by
__________________________, the ________________ of WELLS FARGO BANK, N.A., a national association,
on behalf of the national association.



     Given under my hand and official seal this _________, 20__.



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Notary Public in and for 	 
	[NOTARIAL SEAL]  	 	the State of _________ 	 
	 








Exhibit E — Signature Page 2 of 2









 








EXHIBIT A




DESCRIPTION OF REALTY COLLATERAL





Exhibit E — Exhibit A











 





EXHIBIT F




FORM OF NEW LENDER AGREEMENT



     THIS NEW LENDER AGREEMENT dated as of _________, 20___ (this “New Lender Agreement”)
is made by and among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership
(“Borrower”), each of the undersigned subsidiaries of the Borrower that are guarantors (the
“Guarantors”), WELLS FARGO BANK, N.A., in its capacity as administrative agent under the
Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), and
_________________ (“New Lender”). Reference is made to that certain Second Amended and
Restated Credit Agreement dated as of February __, 2011 among the Borrower, the financial
institutions party thereto from time to time (the “Lenders”), the Lenders issuing letters
of credit thereunder from time to time (the “Issuing Banks”), and the Administrative Agent
(as the same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein but not defined herein shall have the meanings
specified by the Credit Agreement.



PRELIMINARY STATEMENTS




     1. Pursuant to Section 2.14 of the Credit Agreement, and subject to the terms and
conditions thereof, financial institutions may become Lenders with Commitments in the event the
Borrower requests an increase in the aggregate Commitments and certain other conditions are met and
satisfied.



     2. The Borrower has requested an increase in the aggregate Commitments and such certain
other conditions are met and satisfied, as applicable.



     3. The Borrower, the Administrative Agent, and the New Lender now wish to enter into this
New Lender Agreement to add New Lender as a Lender under the Credit Agreement and to establish a
Commitment of $_______________ for New Lender in accordance with the terms and conditions of the
Credit Agreement.



AGREEMENT:




     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and confessed, the parties hereto agree
as follows:



     (a) Addition of New Lender. Pursuant to Section 2.14 of the Credit Agreement, New
Lender is hereby added to the Credit Agreement as a Lender with a Commitment of $___________. New
Lender specifies as its Applicable Lending Office(s) the following:



	 	 	 	 	 

	 

	 	 	 	 
	 

	 	 	 
	 
	 

	 	 	 	 
	 

	 	 	 
	 
	 
	 	 	 	 
	 

	 	 	 
	 
	 	 	 	 
	 

	Attention:
	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	Facsimile:
	 	 	 
	 

	 	 	 	 





     (b) Delivery of Note. Borrower shall promptly execute and deliver to the New
Lender a Note, dated as of the effective date of this New Lender Agreement, in the principal amount
of the New Lender’s Commitment set forth in clause (a) above.



Exhibit F — Page 1 of 1



 









 





     (c) Governing Law. This New Lender Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas.



     (d) Lender Credit Decision. New Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent, the Issuing Banks, or any other Lender, and
based on the Financial Statements referred to in Section 4.05 of the Credit Agreement and such
other documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this New Lender Agreement and to agree to the various matters set forth
herein. New Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent, the Issuing Banks, or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement.



     (e) Representations and Warranties of Borrower. Borrower represents and warrants
as follows:




     (i) the representations and warranties contained in the Credit Agreement, the
Security Documents, the Guaranties, and each of the other Credit Documents are correct in
all material respects on and as of the date of the addition of New Lender as a Lender under
the Credit Agreement and the establishment of New Lender’s Commitment pursuant to this New
Lender Agreement, before and after giving effect to such events as though such
representations and warranties were made on the date of such increase, except to the extent
any such representations and warranties are expressly limited to an earlier date; and




     (ii) no Default has occurred and is continuing, or would result from the increase
in Commitments described in this New Lender Agreement.



     (f) Representations and Warranties of New Lender. New Lender represents and
warrants that it is an Eligible Assignee or an Approved Affiliate.



     (g) Appointment of Administrative Agent. New Lender hereby appoints and
authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to
exercise such powers and discretion under the Credit Documents as are delegated to the
Administrative Agent thereby, together with such powers and discretion as are reasonably incidental
thereto.



     (h) Default. Without limiting any other event that may constitute an Event of
Default, Borrower acknowledges and agrees any representation or warranty made by the Borrower set
forth in this New Lender Agreement that proves to have been incorrect or misleading in any material
respect when made shall constitute an “Event of Default” under the Credit Agreement. This
New Lender Agreement is a “Credit Document” for all purposes.



     (i) Expenses. The Borrower agrees to pay within thirty days of receipt of written
demand therefor all costs and expenses of Administrative Agent in connection with the preparation,
execution, and delivery of this New Lender Agreement and the Notes, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for Administrative Agent with respect
thereto.



     (j) Counterparts; Facsimile Signature. The parties may execute this New Lender
Agreement in counterparts, each of which constitutes an original, and all of which, collectively,
constitute only one agreement. Delivery of an executed counterpart signature page of this New
Lender Agreement by facsimile or other electronic transmission (including via e-mail) shall be
effective as delivery of a manually executed counterpart to this New Lender Agreement. This New
Lender Agreement is effective upon delivery of one fully executed counterpart to the Administrative
Agent.



Exhibit F — Page 2 of 2



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this New Lender Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	BORROWER:



HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership

 	 
	 	 	By: HEP Logistics GP, L.L.C., a Delaware
 	 
	 	 	       limited liability company, its General Partner 	 
	 	 	 	 
	 	 	By: Holly Energy Partners, L.P., a Delaware
 	 
	 	 	       limited partnership, its Sole Member 	 
	 	 	 	 
	 	 	By: HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	       limited partnership, its General Partner 	 
	 	 	 	 
	 	 	By: Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	       limited liability company, its General Partner 	 



	 	 	 	 	 
	 	 	 By:  	
 	 
	 	 	  	Name: 
	 
	 	 	  	Title: 
	 



	 	 	 	 	 
	 	[GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ADMINISTRATIVE AGENT:




WELLS FARGO BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 
	 	NEW LENDER: 
	 	 	 



Exhibit F — Page 3 of 3



 









 





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit F — Page 4 of 4



 









 





EXHIBIT G




FORM OF NOTE




     FOR VALUE RECEIVED, the undersigned, HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware
limited partnership (the “Borrower”), HEREBY PROMISES TO PAY to the order of
_____________________ (the “Lender”), the principal amount of _____________________________
United States Dollars (USD$____________) or, if less, the aggregate unpaid principal amount of the
Advances (as defined below) made by the Lender, on the dates and in the amounts specified in the
Credit Agreement referred to below. Capitalized terms defined in the Credit Agreement and not
otherwise defined herein have the same respective meanings given to them in the Credit Agreement
when used herein.



     The Borrower promises to pay interest on the unpaid principal amount of each Advance from the
date of such Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as specified in the Credit Agreement.



     Both principal and interest are payable in immediately available funds, in lawful money of the
United States of America to the Administrative Agent at the place and in the manner specified by
the Administrative Agent from time to time by notice to the Borrower and the Lenders. The
Administrative Agent and the Lender shall record payment of principal made under this Note, but no
failure of the Administrative Agent or the Lender to make such recordings shall affect the
Borrower’s repayment obligations under this Note.



     This Note is one of the “Notes” referred to in, and is entitled to the benefits of that
certain Second Amended and Restated Credit Agreement dated as of February __, 2011 (as amended,
restated or otherwise modified from time to time, the “Credit Agreement”) among the
Borrower, the Lender, certain other Lenders party thereto and Wells Fargo Bank, N.A., as
administrative agent for the Lenders. The Credit Agreement, among other things, (1) provides for
the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time outstanding the Dollar amount specified in the Credit Agreement (subject to
reduction as provided therein), the indebtedness of the Borrower resulting from the Advances made
by the Lender being evidenced by this Note, and (2) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for prepayments on account of
principal hereof before the maturity hereof, upon the terms and conditions specified therein. The
obligations of the Borrower under this Note, and the other obligations of the Borrower under the
Credit Documents, are secured, directly or indirectly, by the Security Documents, including,
without limitation, the Security Agreement, the Pledge Agreement, and the Mortgages.



     Except only for any notices which are expressly required by the Credit Agreement or other
Credit Documents, the Borrower hereby waives presentment, demand, protest or further notice of any
kind (including, without limitation, any notice of intent to accelerate or notice of acceleration).
No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder
hereof shall operate as a waiver of any such rights.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS.



     THIS WRITTEN NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE
BORROWER AND THE LENDER WITH RESPECT TO



Exhibit G — Page 1 of 1



 









 




THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE BORROWER AND THE LENDER.




     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE BORROWER AND THE LENDER.



	 	 	 	 	 
	 	HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware

   limited partnership

 
	 	 	By: HEP Logistics GP, L.L.C., a Delaware limited
 
	 	 	       liability company, its General Partner 	 
	 	 	 	 
	 	 	By: Holly Energy Partners, L.P., a Delaware
 	 
	 	 	       limited partnership, its Sole Member 	 
	 	 	 	 
	 	 	By: HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	       limited partnership, its General Partner 	 
	 	 	 	 
	 	 	By: Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	       limited liability company, its General Partner 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibit G — Page 2 of 2



 









 





EXHIBIT H




FORM OF NOTICE OF BORROWING



[Date]




Wells Fargo Bank, N.A., as Administrative Agent

Attention: [___________________]



Ladies and Gentlemen:



The undersigned, Holly Energy Partners — Operating, L.P., a Delaware limited partnership
(“Borrower”), refers to the Second Amended and Restated Credit Agreement dated as of
February __, 2011 (as the same may be amended or modified from time-to-time, the
“Credit Agreement,” the defined terms of which are used in this Notice of Borrowing unless
otherwise defined in this Notice of Borrowing) among the Borrower, the financial institutions party
thereto (the “Lenders”), the Lenders issuing letters of credit thereunder from time to time
(the “Issuing Banks”) and Wells Fargo Bank, N.A., as administrative agent for the Lenders
and the Issuing Banks (in such capacity, the “Administrative Agent”), and hereby gives you
irrevocable notice pursuant to Section 2.02(a) of the Credit Agreement that the undersigned hereby
requests a Borrowing, and in connection with that request sets forth below the information relating
to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit
Agreement:





	 	(a)	 	The Business Day of the Proposed Borrowing is _____________, ____.






	 	(b)	 	The Proposed Borrowing will be composed of [Alternate Base Rate Advances]
[Eurodollar Rate Advances].






	 	(c)	 	The aggregate amount of the Proposed Borrowing is $___________.






	 	(d)	 	[The Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is [_____ month[s]] [_______days].]




The Borrower hereby certifies that the following statements are true on the date hereof, and will
be true on the date of the Proposed Borrowing:





	 	(1)	 	the representations and warranties contained in the Credit Agreement, the
Security Documents, the Guaranties, and each of the other Credit Documents are true and
correct in all material respects on and as of the date of the Proposed Borrowing,
before and after giving effect to such Proposed Borrowing and to the application of the
proceeds therefrom, as though made on the date of the Proposed Borrowing, except to the
extent any such representations and warranties are expressly limited to an earlier
date; and






	 	(2)	 	no Default has occurred and is continuing, or will result from such
Proposed Borrowing or from the application of the proceeds therefrom.





	 	 	 	 	 
	 	Very truly yours,



HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership

 
	 	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited
 	 
	 	 	 	liability company, its General Partner 	 
	 	 	 
	 	 	By:  	                         Holly Energy Partners, L.P., a Delaware
 	 
	 	 	 	limited partnership, its Sole Member 	 
	 	 	 	 
	 



Exhibit H — Page 1 of 1



 









 





	 	 	 	 	 
	 	 	 
	 	By: HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	limited partnership, its General Partner 	 
	 	 	 
	 	By: Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit H — Page 2 of 2




 











 





EXHIBIT I




FORM OF NOTICE OF CONVERSION OR CONTINUATION



[Date]


Wells Fargo Bank, N.A., as Administrative Agent


Attention:  [____________________]



Ladies and Gentlemen:



The undersigned, Holly Energy Partners — Operating, L.P., a Delaware limited partnership (the
“Borrower”), refers to the Second Amended and Restated Credit Agreement dated as of
February __, 2011 (as the same may be amended or modified from time-to-time, the
“Credit Agreement,” the defined terms of which are used in this Notice of Conversion or
Continuation unless otherwise defined in this Notice of Conversion or Continuation) among the
Borrower, the financial institutions party thereto (the “Lenders”), the Lenders issuing
letters of credit thereunder from time to time (the “Issuing Banks”) and Wells Fargo Bank,
N.A., as administrative agent for the Lenders and the Issuing Banks (in such capacity, the
“Administrative Agent”), and hereby gives you irrevocable notice pursuant to Section
2.02(b) of the Credit Agreement that the undersigned hereby requests a Conversion or continuation
of an outstanding Borrowing, and in connection with that request sets forth below the information
relating to such Conversion or continuation (the “Proposed Borrowing”) as required by
Section 2.02(b) of the Credit Agreement:





	 	(e)	 	The Business Day of the Proposed Borrowing is _______________, 20__.






	 	(f)	 	The aggregate amount of the Borrowing to be [Converted] [continued] is $
_______ and consists of [Alternate Base Rate Advances] [Eurodollar Rate Advances].






	 	(g)	 	The Proposed Borrowing consists of [a Conversion to [Alternate Base Rate
Advances] [Eurodollar Rate Advances]] [a continuation of Eurodollar Rate Advances].






	 	(h)	 	[The Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is [____ month[s]] [_______days].]




The Borrower hereby certifies that the following statements are true on the date hereof, and will
be true on the date of the Proposed Borrowing:





	 	(1)	 	the representations and warranties contained in the Credit Agreement, the
Security Documents, the Guaranties, and each of the other Credit Documents are correct
in all material respects on and as of the date of the Proposed Borrowing, before and
after giving effect to such Proposed Borrowing and to the application of the proceeds
therefrom, as though made on the date of the Proposed Borrowing, except to the extent
any such representations and warranties are expressly limited to an earlier date; and






	 	(2)	 	no Default has occurred and is continuing, or will result from such Proposed
Borrowing or from the application of the proceeds therefrom.





Very truly yours,



Exhibit I — Page 1 of 1 









 





	 	 	 	 	 
	 	HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership

 	 



					
	 	
 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 
	 
	 	By:  	                         Holly Energy Partners, L.P., a Delaware
 	 
	 	 	limited partnership, its Sole Member 	 
	 
	 	By:  	                         HEP Logistics Holdings, L.P., a Delaware
 	 
	 	 	limited partnership, its General Partner 	 
	 
	 	By:  	                         Holly Logistic Services, L.L.C., a Delaware
 	 
	 	 	limited liability company, its General Partner 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit I — Page 2 of 2 









 





EXHIBIT J




FORM OF SECOND AMENDED AND RESTATED

PLEDGE AGREEMENT



     THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT dated as of February __, 2011 (this
“Pledge Agreement”) is by and among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware
limited partnership (“Borrower”), each other party and each subsidiary of the Borrower
signatory hereto (together with the Borrower, the “Pledgors” and individually, each a
“Pledgor”) and WELLS FARGO BANK, N.A., a national banking association, as Administrative
Agent (the “Secured Party”) for the ratable benefit of itself, the Lenders (as defined
below), the Issuing Banks (as defined below), and the Swap Counterparties (as defined below)
(together with the Administrative Agent, the Issuing Banks, and the Lenders, individually a
“Beneficiary”, and collectively, the “Beneficiaries”).



RECITALS



     A. The Pledgors have previously executed and delivered that certain Pledge and Security
Agreement dated as of July 13, 2004 (the “Original Pledge Agreement”) in connection with
that certain Credit Agreement dated as of July 7, 2004, as amended heretofore (as so amended prior
to August 27, 2007, the “Original Credit Agreement”), among Borrower, certain Lenders party
thereto from time to time (the “Original Lenders”), and Union Bank, N.A., formerly known as
Union Bank of California, N.A., as the administrative agent (the “Predecessor Administrative
Agent”).



     B. The Original Credit Agreement was amended and restated in its entirety by that certain
Amended and Restated Credit Agreement dated as of August 27, 2007 entered into by the Borrower, the
Predecessor Administrative Agent, Bank of America, N.A., as syndication agent, Guaranty Bank, as
predecessor in interest to BBVA Compass Bank, as documentation agent, and the lenders party
thereto, including certain of the Lenders (as heretofore amended, the “Prior Credit
Agreement”).



     C. In order to secure the full and punctual payment and performance of the obligations under
the Prior Credit Agreement and other Credit Documents (as defined in the Prior Credit Agreement),
the Pledgors (as defined in the Prior Credit Agreement) amended and restated the Original Pledge
Agreement and executed and delivered that certain Amended and Restated Pledge Agreement dated
August 27, 2007 (the “Existing Pledge Agreement”).



     D. The Borrower has requested certain amendments to the Prior Credit Agreement which include,
among other things, the replacement of Union Bank, N.A. as administrative agent and issuing bank by
Wells Fargo Bank, N.A.



     E. The Prior Credit Agreement is being amended and restated in its entirety pursuant to that
certain Second Amended and Restated Credit Agreement dated as of February __, 2011 (as amended,
restated, supplemented and otherwise modified from time to time, the “Credit Agreement”)
among the Borrower, the Lenders, the Predecessor Administrative Agent and the Administrative Agent.



     F. The Pledgors desire to amend and restate the Existing Pledge Agreement.



     G. Each Pledgor (other than Borrower, General Partner and Limited Partner) is a Subsidiary of
the Borrower and will derive substantial direct and indirect benefit from (i) the transactions
contemplated by the Credit Agreement and the other Credit Documents (as defined in the Credit
Agreement) and (ii) the Lender Hedging Agreements (as defined in the Credit Agreement) entered into
by



Exhibit J — Page 1 of 1 









 




the Borrower or any of its other Subsidiaries with a Lender or an Affiliate of a Lender (each
such counterparty, a “Swap Counterparty”).




     H. It is a requirement under the Credit Agreement that the Pledgors shall secure the due
payment and performance of all Obligations (as defined in the Credit Agreement) by entering into
this Pledge Agreement.



AGREEMENT



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and confessed, each Pledgor hereby
agrees with the Secured Party for the benefit of the Beneficiaries (a) that the Existing Pledge
Agreement is amended and restated in its entirety, and (b) further agrees as follows:



     Section 1. Definitions. All capitalized terms not otherwise defined in this Pledge
Agreement that are defined in the Credit Agreement shall have the meanings assigned to such terms
by the Credit Agreement. Any terms used in this Pledge Agreement that are defined in the Uniform
Commercial Code as adopted in the State of Texas (“UCC”) shall have the meanings assigned
to those terms by the UCC as the UCC may be amended from time to time, whether specified elsewhere
in this Pledge Agreement or not. All meanings to defined terms, unless otherwise indicated, are to
be equally applicable to both the singular and plural forms of the terms defined. Article,
Section, Schedule, and Exhibit references are to Articles and Sections of, and Schedules and
Exhibits to, this Pledge Agreement, unless otherwise specified. All references to instruments,
documents, contracts, and agreements are references to such instruments, documents, contracts, and
agreements as the same may be amended, supplemented, and otherwise modified from time to time,
unless otherwise specified. The words “hereof”, “herein” and “hereunder” and words of similar
import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not
to any particular provision of this Pledge Agreement. As used herein, the term “including” means
“including, without limitation”. Paragraph headings have been inserted in this Pledge Agreement as
a matter of convenience for reference only and it is agreed that such paragraph headings are not a
part of this Pledge Agreement and shall not be used in the interpretation of any provision of this
Pledge Agreement.



     Section 2. Pledge.



          2.01 Grant of Pledge.





     (a) Each Pledgor hereby pledges to the Secured Party, and grants to the Secured
Party, for the benefit of the Beneficiaries, a continuing security interest in, the
Pledged Collateral, as defined in Section 2.02 below. This Pledge Agreement shall
secure all Obligations now or hereafter existing, including any extensions,
modifications, substitutions, amendments, and renewals thereof, whether for
principal, interest, fees, expenses, indemnifications or otherwise. All such
obligations shall be referred to in this Pledge Agreement as the “Secured
Obligations”.




     (b) Notwithstanding anything contained herein to the contrary, it is the
intention of each Pledgor, the Secured Party and the other Beneficiaries that the
amount of the Secured Obligations secured by each Pledgor’s interests in any of its
Property shall not exceed the maximum amount permitted by fraudulent conveyance,
fraudulent transfer and other similar law, rule or regulation of any Governmental
Authority applicable to such Pledgor. Accordingly, notwithstanding anything to the
contrary contained in this Pledge Agreement or any other agreement or instrument
executed in connection with the



Exhibit J — Page 2 of 2 









 







payment of any of the Secured Obligations, the amount of the Secured
Obligations secured by each Pledgor’s interests in any of its Property pursuant to
this Pledge Agreement shall be limited to an aggregate amount equal to the largest
amount that would not render such Pledgor’s obligations hereunder or the Liens and
security interest granted to the Secured Party hereunder subject to avoidance under
Section 548 of the United States Bankruptcy Code or any comparable provision of any
other applicable law.



          2.02 Pledged Collateral. “Pledged Collateral” shall mean all of each
Pledgor’s right, title, and interest in the following, whether now owned or hereafter
acquired:





     (a) all of the membership interests listed in the attached Schedule 2.02(a)
issued to such Pledgor and all such additional membership interests of any issuer of
such interests hereafter acquired by such Pledgor (the “Membership
Interests”), (ii) the certificates representing the Membership Interests, if
any, and all such additional membership interests, and (iii) all rights to money or
Property which such Pledgor now has or hereafter acquires in respect of the
Membership Interests, including, without limitation, (A) any proceeds from a sale
by or on behalf of such Pledgor of any of the Membership Interests, and (B) any
distributions, dividends, cash, instruments and other property from time-to-time
received or otherwise distributed in respect of the Membership Interests, whether
regular, special or made in connection with the partial or total liquidation of the
issuer and whether attributable to profits, the return of any contribution or
investment or otherwise attributable to the Membership Interests or the ownership
thereof (collectively, the “Membership Interests Distributions”);




     (b) all of the general and limited partnership interests listed in the attached
Schedule 2.02(b) issued to such Pledgor and all such additional limited or general
partnership interests of any issuer of such interests hereafter acquired by such
Pledgor (the “Partnership Interests”) and (ii) all rights to money or
Property which such Pledgor now has or hereafter acquires in respect of the
Partnership Interests, including, without limitation, (A) any proceeds from a sale
by or on behalf of such Pledgor of any of the Partnership Interests, and (B) any
distributions, dividends, cash, instruments and other property from time-to-time
received or otherwise distributed in respect of the Partnership Interests, whether
regular, special or made in connection with the partial or total liquidation of the
issuer and whether attributable to profits, the return of any contribution or
investment or otherwise attributable to the Partnership Interests or the ownership
thereof (collectively, the “Partnership Interests Distributions”);




     (c) all of the shares of stock listed in the attached Schedule 2.02(c) issued
to such Pledgor and all such additional shares of stock of any issuer of such shares
of stock hereafter issued to such Pledgor (the “Pledged Shares”), (ii) the
certificates representing the Pledged Shares and all such additional shares, and
(iii) all rights to money or Property which such Pledgor now has or hereafter
acquires in respect of the Pledged Shares, including, without limitation, (A) any
proceeds from a sale by or on behalf of such Pledgor of any of the Pledged Shares,
and (B) any distributions, dividends, cash, instruments and other property from
time-to-time received or otherwise distributed in respect of the Pledged Shares,
whether regular, special or made in connection with the partial or total liquidation
of the issuer and whether attributable to profits, the return of any contribution or
investment or otherwise attributable to the Pledged Shares or the ownership thereof
(collectively, the “Pledged Shares Distributions”; together with the



Exhibit J — Page 3 of 3 









 







Membership Interests Distributions and the Partnership Interest Distributions,
the “Distributions”); and




     (d) all proceeds from the Pledged Collateral described in paragraphs (a), (b)
and (c) of this Section 2.02.


Notwithstanding the foregoing, (i) as provided in 7.04(c) of this Pledge Agreement, “Pledged
Collateral” shall not include any cash distributions or dividends which have been made by the
Borrower to its Equity Interest holders in compliance with the Credit Agreement and (ii) “Pledged
Collateral” shall not include any Equity Interests in Plains JV, UNEV JV, SLC Pipeline LLC, a
Delaware limited liability company, or any Future JVs, nor any right to receive Distributions
attributable to such Equity Interests.





     2.03 Delivery of Pledged Collateral. All certificates or instruments, if any,
representing the Pledged Collateral shall be delivered to the Secured Party and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed instruments
of transfer or assignment in blank, all in form and substance reasonably satisfactory to the
Secured Party. After the occurrence and during the continuance of an Event of Default, the
Secured Party shall have the right, upon prior written notice to the applicable Pledgor, to
transfer to or to register in the name of the Secured Party or any of its nominees any of
the Pledged Collateral, subject to the rights specified in Section 2.04. In addition, after
the occurrence and during the continuance of an Event of Default, the Secured Party shall
have the right at any time to exchange the certificates or instruments representing the
Pledged Collateral for certificates or instruments of smaller or larger denominations.




     2.04 Rights Retained by Pledgor. Notwithstanding the pledge in Section 2.01,
so long as no Event of Default shall have occurred and remain uncured or unwaived:




     (a) and, if an Event of Default shall have occurred and remain uncured or
unwaived, until such time thereafter as such voting and other consensual rights have
been terminated pursuant to Section 5 hereof, each Pledgor shall be entitled to
exercise any voting and other consensual rights pertaining to its Pledged Collateral
for any purpose not inconsistent with the terms of this Pledge Agreement or the
Credit Agreement; provided, however, that no Pledgor shall exercise
nor shall it refrain from exercising any such right if such action would have a
materially adverse effect on the value of the Pledged Collateral;




     (b) except as otherwise provided in the Credit Agreement, each Pledgor shall be
entitled to receive and retain any dividends and other Distributions paid on or in
respect of the Pledged Collateral and the proceeds of any sale of the Pledged
Collateral; and




     (c) at and after such time as voting and other consensual rights have been
terminated pursuant to Section 5 hereof, each Pledgor shall execute and deliver (or
cause to be executed and delivered) to the Secured Party all proxies and other
instruments as the Secured Party may reasonably request to (i) enable the Secured
Party to exercise the voting and other rights which such Pledgor is entitled to
exercise pursuant to paragraph (a) of this Section 2.04, and (ii) receive any
Distributions and proceeds of sale of the Pledged Collateral which such Pledgor is
authorized to receive and retain pursuant to paragraph (b) of this Section 2.04.



Exhibit J — Page 4 of 4 









 





     Section 3. Pledgor’s Representations and Warranties. Each Pledgor represents and
warrants to the Secured Party and the other Beneficiaries as follows:




     (a) The Pledged Collateral applicable to such Pledgor listed on the attached
Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued
to such Pledgor and are fully paid and nonassessable (as applicable in light of the
entity type of each individual issuer).




     (b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral
free and clear of any Lien or option, except for (i) the security interest created
by this Pledge Agreement and (ii) other Permitted Liens.




     (c) No authorization, authentication, approval, or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is required
either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this
Pledge Agreement or for the execution, delivery, or performance of this Pledge
Agreement by such Pledgor or (b) for the exercise by the Secured Party or any
Beneficiary of the voting or other rights provided for in this Pledge Agreement or
the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement
(except as may be required in connection with such disposition by laws affecting the
offering and sale of securities generally).




     (d) Such Pledgor has the full right, power and authority to deliver, pledge,
assign and transfer the Pledged Collateral to the Secured Party.




     (e) The Membership Interests listed on the attached Schedule 2.02(a) constitute
the percentage of the issued and outstanding membership interests of the respective
issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such
issuer in which the Pledgor has any ownership interest.




     (f) The Partnership Interests listed on the attached Schedule 2.02(b)
constitute the percentage of the issued and outstanding general and limited
partnership interests of the respective issuer thereof set forth on Schedule 2.02(b)
and all of the Equity Interest in such issuer in which the Pledgor has any ownership
interest.




     (g) The Pledged Shares listed on the attached Schedule 2.02(c) constitute the
percentage of the issued and outstanding shares of capital stock of the respective
issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such
issuer in which the Pledgor has any ownership interest.




     (h) Schedule 3 sets forth its sole jurisdiction of formation, type of
organization, federal tax identification number, the organizational number, and all
names used by it during the last five years prior to the date of this Pledge
Agreement.



     Section 4. Pledgor’s Covenants. During the term of this Pledge Agreement and until
all of the Secured Obligations (including all Letter of Credit Obligations) have been fully and
finally paid and discharged in full, the Commitments under the Credit Agreement have been
terminated or expired, all Letters of Credit have terminated or expired, and all obligations of the
Issuing Banks and the Lenders in respect of Letters of Credit have been terminated, all Lender
Hedging Agreements have been terminated and all obligations of the Lenders in respect of Lender
Hedging Agreements have been terminated, each Pledgor covenants and agrees with the Secured Party
that:



Exhibit J — Page 5 of 5 









 






     4.01 Protect Collateral; Further Assurances. Each Pledgor will warrant and
defend the rights and security interest herein granted unto the Secured Party in and to the
Pledged Collateral (and all right, title, and interest represented by the Pledged
Collateral) against the claims and demands of all Persons whomsoever. Each Pledgor agrees
that, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all
further instruments and documents, and take all further action, that may be reasonably
necessary and that the Secured Party or any Beneficiary may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted hereby or to
enable the Secured Party or any Beneficiary to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral. Each Pledgor hereby authorizes the
Secured Party to file any financing statements, amendments or continuations without the
signature of such Pledgor to the extent permitted by applicable law in order to perfect or
maintain the perfection of any security interest granted under this Pledge Agreement,
including financing statements containing an “all assets” or “all personal property”
collateral description.




     4.02 Transfer, Other Liens, and Additional Shares. Each Pledgor agrees that it
will not (a) except as otherwise permitted by the Credit Agreement, sell or otherwise
dispose of, or grant any option with respect to, any of the Pledged Collateral or (b) create
or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except
for Permitted Liens. Each Pledgor agrees that it will (a) cause each issuer of the Pledged
Collateral that is a Subsidiary of such Pledgor not to issue any other Equity Interests in
addition to or in substitution for the Pledged Collateral issued by such issuer, except (i)
with respect to a Subsidiary, to such Pledgor or any other Pledgor, and (ii) with respect to
an Excluded Subsidiary, to such Pledgor and to the other Equity Interest owners of such
issuer existing on the date hereof; provided that, any such issuance of Equity Interests
shall not result in such Pledgor owning a smaller percentage of all issued and outstanding
Equity Interests of such issuer than that percentage that the Pledgor owned on the date
hereof, and (b) pledge hereunder, promptly upon its acquisition (directly or indirectly)
thereof, any additional Equity Interests of an issuer of the Pledged Collateral. No Pledgor
shall approve any material amendment or modification of any of the Pledged Collateral
without the Secured Party’s prior written consent.




     4.03 Jurisdiction of Formation; Name Change. Each Pledgor shall give the
Secured Party at least five (5) Business Days’ prior written notice before it (i) in the
case of a Pledgor that is not a “registered organization” (as defined in Section 9-102 of
the UCC) changes the location of its principal place of business and chief executive office,
or (ii) uses a trade name other than its current name used on the date hereof. Other than
as permitted by Section 6.09 of the Credit Agreement, no Pledgor shall amend, supplement,
modify or restate its articles or certificate of incorporation, bylaws, limited liability
company agreements, or other equivalent organizational documents, nor amend its name or
change its jurisdiction of incorporation, organization or formation without the prior
written consent of the Secured Party.



     Section 5. Remedies upon Default. If any Event of Default shall have occurred and be
continuing:




     5.01 UCC Remedies. To the extent permitted by law, the Secured Party may
exercise in respect of the Pledged Collateral, in addition to other rights and remedies
provided for in this Pledge Agreement or otherwise available to it, all the rights and
remedies of a secured party under the UCC (whether or not the UCC applies to the affected
Pledged Collateral).




     5.02 Dividends and Other Rights.



Exhibit J — Page 6 of 6 









 






     All rights of the Pledgors to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to Section 2.04(a) may be exercised by the
Secured Party if the Secured Party so elects and gives written notice of such election to
the affected Pledgor and all rights of the Pledgors to receive any Distributions on or in
respect of the Pledged Collateral and the proceeds of sale of the Pledged Collateral which
it would otherwise be authorized to receive and retain pursuant to Section 2.04(b) shall
cease.




     All Distributions on or in respect of the Pledged Collateral and the proceeds of sale
of the Pledged Collateral which are received by any Pledgor shall be received in trust for
the benefit of the Secured Party, shall be segregated from other funds of such Pledgor, and
shall be promptly paid over to the Secured Party as Pledged Collateral in the same form as
so received (with any necessary indorsement).




     5.03 Sale of Pledged Collateral. The Secured Party may sell all or part of the
Pledged Collateral at public or private sale, at any of the Secured Party’s offices or
elsewhere, for cash, on credit, or for future delivery, and upon such other terms as may be
commercially reasonable in accordance with applicable laws. Each Pledgor agrees that to the
extent permitted by law such sales may be made without notice. If notice is required by
law, each Pledgor hereby deems 10 days’ advance notice of the time and place of any public
sale or the time after which any private sale is to be made reasonable notification,
recognizing that if the Pledged Collateral threatens to decline speedily in value or is of a
type customarily sold on a recognized market shorter notice may be reasonable. The Secured
Party shall not be obligated to make any sale of the Pledged Collateral regardless of notice
of sale having been given. The Secured Party may adjourn any public or private sale from
time-to-time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. Each
Pledgor shall fully cooperate with Secured Party in selling or realizing upon all or any
part of the Pledged Collateral. In addition, each Pledgor shall fully comply with the
securities laws of the United States, the State of Texas, and other states and take such
actions as may be reasonably necessary to permit Secured Party to sell or otherwise dispose
of any securities representing the Pledged Collateral in compliance with such laws.




     5.04 Exempt Sale. If, in the opinion of the Secured Party, there is any
question that a public or semipublic sale or distribution of any Pledged Collateral will
violate any state or federal securities law, the Secured Party in its reasonable discretion
(a) may offer and sell securities privately to purchasers who will agree to take them for
investment purposes and not with a view to distribution and who will agree to imposition of
restrictive legends on the certificates representing the security, or (b) may sell such
securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933,
as amended, and no sale so made in good faith by the Secured Party shall be deemed to be not
“commercially reasonable” solely because so made. Each Pledgor shall cooperate fully with
the Secured Party in all reasonable respects in selling or realizing upon all or any part of
the Pledged Collateral.




     5.05 Application of Collateral. The proceeds of any sale, or other realization
(other than that received from a sale or other realization permitted by the Credit
Agreement) upon all or any part of the Pledged Collateral pledged by the Pledgors shall be
applied by the Secured Party as set forth in Section 7.06 of the Credit Agreement.




     5.06 Cumulative Remedies. Each right, power and remedy herein specifically
granted to the Secured Party or otherwise available to it shall be cumulative, and shall be
in addition to every other right, power and remedy herein specifically given or now or
hereafter existing at law,



Exhibit J — Page 7 of 7 









 






in equity, or otherwise, and each such right, power and remedy, whether specifically
granted herein or otherwise existing, may be exercised at any time and from time-to-time as
often and in such order as may be deemed expedient by the Secured Party in its sole
discretion. No failure on the part of the Secured Party to exercise, and no delay in
exercising, and no course of dealing with respect to, any such right, power or remedy, shall
operate as a waiver thereof, nor shall any single or partial exercise of any such rights,
power or remedy preclude any other or further exercise thereof or the exercise of any other
right.



     Section 6. Secured Party as Attorney-in-Fact for Pledgor.




     6.01 Secured Party Appointed Attorney-in-Fact. Each Pledgor hereby irrevocably
appoints the Secured Party as such Pledgor’s attorney-in-fact, with full authority after the
occurrence and during the continuance of an Event of Default to act for such Pledgor and in
the name of such Pledgor, and, in the Secured Party’s discretion, to take any action and to
execute any instrument which the Secured Party may deem reasonably necessary or advisable to
accomplish the purposes of this Pledge Agreement, including, without limitation, to receive,
indorse, and collect all instruments made payable to such Pledgor representing any dividend,
or the proceeds of the sale of the Pledged Collateral, or other distribution in respect of
the Pledged Collateral and to give full discharge for the same. Secured Party shall
exercise its rights under this Section 6.01 only after the occurrence and during the
continuance of an Event of Default. Each Pledgor hereby acknowledges, consents and agrees
that the power of attorney granted pursuant to this Section 6.01 is irrevocable and coupled
with an interest.




     6.02 Secured Party May Perform. The Secured Party may from time-to-time, at its
option but at the Pledgors’ expense, perform any act which any Pledgor expressly agrees
hereunder to perform and which such Pledgor shall fail to promptly perform after being
requested in writing to so perform (it being understood that no such request need be given
after the occurrence and during the continuance of any Event of Default and after notice
thereof by the Secured Party to the affected Pledgor) and the Secured Party may from
time-to-time take any other action which the Secured Party reasonably deems necessary for
the maintenance, preservation or protection of any of the Pledged Collateral or of its
security interest therein. The Secured Party shall provide notice to the affected Pledgor
of any action taken hereunder; provided however, the failure to provide such notice shall
not be construed as a waiver of any rights of the Secured Party provided under this Pledge
Agreement or under applicable law.




     6.03 Secured Party Has No Duty. The powers conferred on the Secured Party
hereunder are solely to protect its interest in the Pledged Collateral and shall not impose
any duty on it to exercise any such powers. Except for reasonable care of any Pledged
Collateral in its possession and the accounting for moneys actually received by it
hereunder, the Secured Party shall have no duty as to any Pledged Collateral or
responsibility for taking any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Pledged Collateral.




     6.04 Reasonable Care. The Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its possession
if the Pledged Collateral is accorded treatment substantially equal to that which the
Secured Party accords its own property, it being understood that the Secured Party shall
have no responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders, or other matters relative to any Pledged
Collateral, whether or not the Secured Party has or is deemed to have knowledge of such
matters, or (b) taking any necessary steps to preserve rights against any parties with
respect to any Pledged Collateral.



Exhibit J — Page 8 of 8 









 





     Section 7. Miscellaneous.




     7.01 Expenses. The Pledgors will upon demand pay to the Secured Party for its
benefit and the benefit of the other Beneficiaries the amount of any reasonable
out-of-pocket expenses, including the reasonable fees and disbursements of its counsel and
of any experts, which the Secured Party and the other Beneficiaries may incur in connection
with (a) the custody, preservation, use, or operation of, or the sale, collection, or other
realization of, any of the Pledged Collateral, (b) the exercise or enforcement of any of the
rights of the Secured Party or any Lender or any other Beneficiary hereunder, and (c) the
failure by any Pledgor to perform or observe any of the provisions hereof.




     7.02 Amendments, Etc. No amendment or waiver of any provision of this Pledge
Agreement nor consent to any departure by any Pledgor herefrom shall be effective unless
made in writing and authenticated by the affected Pledgor and the Secured Party and, as
required by the Credit Agreement, either all of the Lenders or the Majority Lenders, and
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.




     7.03 Addresses for Notices. All notices and other communications provided for
hereunder shall be in the manner and to the addresses set forth in the Credit Agreement or
on the signature page hereof.




     7.04 Continuing Security Interest; Transfer of Interest.




     (a) This Pledge Agreement shall create a continuing security interest in the
Pledged Collateral and, unless expressly released by the Secured Party, shall (a)
other than as provided in Section 7.04(c) below, remain in full force and effect
until the indefeasible payment in full in cash of the Secured Obligations (including
all Letter of Credit Obligations), the termination or expiration of all Letters of
Credit and the termination of all obligations of the Issuing Banks and the Lenders
in respect of Letters of Credit, the termination of all Lender Hedging Agreements
and the termination of all obligations of the Lenders in respect of Lender Hedging
Agreements, and the termination or expiration of the Commitments, (b) be binding
upon each Pledgor and its successors, transferees and assigns, and (c) inure,
together with the rights and remedies of the Secured Party hereunder, to the benefit
of and be binding upon, the Secured Party, the Issuing Banks, and the Lenders and
their respective successors, transferees, and assigns, and to the benefit of and be
binding upon, the Swap Counterparties, and each of their respective successors,
transferees, and assigns to the extent such successors, transferees, and assigns
of a Swap Counterparty is a Lender or an Affiliate of a Lender. Without limiting
the generality of the foregoing clause, when any Lender assigns or otherwise
transfers any interest held by it under the Credit Agreement or other Credit
Document to any other Person pursuant to the terms of the Credit Agreement or such
other Credit Document, that other Person shall thereupon become vested with all the
benefits held by such Lender under this Pledge Agreement.




     (b) Upon the indefeasible payment in full in cash of the Secured Obligations
(including all Letter of Credit Obligations), the termination or expiration of all
Letters of Credit and the termination of all obligations of the Issuing Banks and
the Lenders in respect of Letters of Credit, the termination of all Lender Hedging
Agreements and the termination of all obligations of the Lenders in respect of
Lender Hedging Agreements, and the termination or expiration of the Commitments, the
security interest granted



Exhibit J — Page 9 of 9 









 







hereby shall terminate and all rights to the Pledged Collateral shall revert to
the applicable Pledgor to the extent such Pledged Collateral shall not have been
sold or otherwise applied pursuant to the terms hereof. Upon any such termination,
the Secured Party will promptly, at the Pledgors’ expense, deliver all Pledged
Collateral to the applicable Pledgor, execute and deliver to the applicable Pledgor
such documents as such Pledgor shall reasonably request and take any other actions
reasonably requested to evidence or effect such termination.




     (c) If a cash distribution or dividend is made by the Borrower to its Equity
Interest holders in compliance with the Credit Agreement, then upon delivery of such
cash to the Equity Interest holders (i) the security interest granted to the Secured
Party herein on such cash shall terminate and (ii) such cash shall no longer
constitute Pledged Collateral for purposes of this Agreement.




     7.05 Waivers. Each Pledgor hereby waives:




     (a) promptness, diligence, notice of acceptance, and any other notice with
respect to any of the Secured Obligations and this Pledge Agreement;




     (b) any requirement that the Secured Party or any Beneficiary protect, secure,
perfect, or insure any Lien or any Property subject thereto or exhaust any right or
take any action against any Pledgor, any Guarantor, or any other Person or any
collateral; and




     (c) any duty on the part of the Secured Party to disclose to any Pledgor any
matter, fact, or thing relating to the business, operation, or condition of any
Pledgor, any other Guarantor, or any other Person and their respective assets now
known or hereafter known by such Person.




     7.06 Severability. Wherever possible each provision of this Pledge Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Pledge Agreement shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Pledge
Agreement.




     7.07 Choice of Law. This Pledge Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas, except to the extent that
the validity or perfection of the security interests hereunder, or remedies hereunder, in
respect of any particular Pledged Collateral are governed by the laws of a jurisdiction
other than the State of Texas.




     7.08 Counterparts. The parties may execute this Pledge Agreement in
counterparts, each of which constitutes an original, and all of which, collectively,
constitute only one agreement. Delivery of an executed counterpart signature page of this
Pledge Agreement by facsimile or other electronic transmission (including via e-mail) shall
be effective as delivery of a manually executed counterpart to this Pledge Agreement. In
proving this Pledge Agreement, a party must produce or account only for the executed
counterpart of the party to be charged.




     7.09 Headings. Paragraph headings have been inserted in this Pledge Agreement
as a matter of convenience for reference only and it is agreed that such paragraph headings
are not a



Exhibit J — Page 10 of 10 









 







part of this Pledge Agreement and shall not be used in the interpretation of any
provision of this Pledge Agreement.




     7.10 Reinstatement. If, at any time after payment in full of all Secured
Obligations and termination of the Secured Party’s security interest, any payments on the
Secured Obligations previously made must be disgorged by the Secured Party or any
Beneficiary for any reason whatsoever, including, without limitation, the insolvency,
bankruptcy or reorganization of any Pledgor or any other Person, this Pledge Agreement and
the Secured Party’s security interests herein shall be reinstated as to all disgorged
payments as though such payments had not been made, and each Pledgor shall sign and deliver
to the Secured Party all documents, and shall do such other acts and things, as may be
necessary to reinstate and perfect the Secured Party’s security interest. EACH PLEDGOR
SHALL DEFEND AND INDEMNIFY EACH BENEFICIARY FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS,
LIABILITY, COST OR EXPENSE UNDER THIS SECTION 7.10 (INCLUDING REASONABLE ATTORNEYS’ FEES AND
EXPENSES) IN THE DEFENSE OF ANY SUCH ACTION OR SUIT INCLUDING SUCH CLAIM, DAMAGE, LOSS,
LIABILITY, COST, OR EXPENSE ARISING AS A RESULT OF THE INDEMNIFIED BENEFICIARY’S OWN
NEGLIGENCE BUT EXCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND
IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM SUCH INDEMNIFIED BENEFICIARY’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OR
ARISING OUT OF DISPUTES AMONG THE BENEFICIARIES (OTHER THAN DISPUTES INVOLVING THE ARRANGERS
IN THEIR CAPACITIES AS JOINT LEAD ARRANGERS OR DISPUTES INVOLVING WELLS FARGO IN ITS
CAPACITY AS ADMINISTRATIVE AGENT).




     7.11 Conflicts. In the event of any explicit or implicit conflict between any
provisions of this Pledge Agreement and any provision of the Credit Agreement, the terms of
the Credit Agreement shall be controlling.




     7.12 Additional Pledgors. Pursuant to Section 5.10 of the Credit Agreement,
each Material Subsidiary of the Borrower that was not in existence on the date of the Credit
Agreement is required to enter into this Pledge Agreement as a Pledgor upon becoming a
Material Subsidiary of the Borrower. Upon execution and delivery after the date hereof by
the Secured Party and such Material Subsidiary of an instrument in the form of Annex 1, such
Material Subsidiary shall become a Pledgor hereunder with the same force and effect as if
originally named as a Pledgor herein. The execution and delivery of any instrument adding
an additional Pledgor as a party to this Pledge Agreement shall not require the consent of
any other Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new Pledgor as a party
to this Pledge Agreement.




     7.13 Amendment & Restatement; Confirmation of Liens. This Pledge Agreement is
an amendment and restatement of the Existing Pledge Agreement and supersedes the Existing
Pledge Agreement in its entirety; provided, however, that (i) the execution and
delivery of this Pledge Agreement shall not effect a novation of the Existing Pledge
Agreement but shall be, to the fullest extent applicable, in modification, renewal,
confirmation and extension of such Existing Pledge Agreement, and (ii) the Liens, security
interests and other interests in the Collateral (as such term is defined in the Existing
Pledge Agreement, hereinafter the “Original Pledged Collateral”) granted under the
Existing Pledge Agreement are and shall remain legal, valid, binding and enforceable with
regard to such Original Pledged Collateral. Each Pledgor



Exhibit J — Page 11 of 11 









 






party to the Existing Pledge Agreement hereby acknowledges and confirms the continuing
existence and effectiveness of such Liens, security interests and other interests in the
Original Pledged Collateral granted under the Existing Pledge Agreement, and further agrees
that the execution and delivery of this Pledge Agreement and the other Credit Documents
shall not in any way release, diminish, impair, reduce or otherwise affect such Liens,
security interests and other interests in the Original Pledged Collateral granted under the
Existing Pledge Agreement.




     7.14 Entire Agreement. THIS PLEDGE AGREEMENT AND THE OTHER CREDIT DOCUMENTS,
AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.



[SIGNATURE PAGES FOLLOW]



Exhibit J — Page 12 of 12 









 




The parties hereto have caused this Pledge Agreement to be duly executed as of the date first
above written.




	 	 	 	 	 
	PLEDGORS:	
 HOLLY ENERGY PARTNERS — OPERATING, L.P.,

a Delaware limited partnership
 



					
	 	
 	 
	 	By:  	
HEP Logistics GP, L.L.C., a Delaware limited liability
 	 
	 	 	company, its General Partner 	 
	 
	 	By:  	                      Holly Energy Partners, L.P., a Delaware limited
 	 
	 	 	partnership, its Sole Member 	 
	 
	 	By:  	                      HEP Logistics Holdings, L.P., a Delaware limited
 	 
	 	 	partnership, its General Partner 	 
	 
	 	By:  	                      Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 
	 
	 	By:  	
 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 



	 	 	 	 	 
	 	HEP PIPELINE GP, L.L.C., a Delaware
limited liability company


HEP REFINING GP, L.L.C., a Delaware
limited liability company


HEP REFINING, L.L.C., a Delaware
limited liability company


HEP TULSA, L.L.C., a Delaware limited
liability company
 	 



					
	 	
 	 
	Each  	by:  	Holly Energy Partners — Operating, L.P.,
 	 
	 	 	a Delaware limited partnership and its Sole 	 
	 	 	Member 	 
	 
	 	By:  	                      HEP Logistics GP, L.L.C., a Delaware limited liability
 	 
	 	 	company, its General Partner 	 
	 
	 	By:  	                      Holly Energy Partners, L.P., a Delaware limited
 	 
	 	 	partnership, its Sole Member 	 
	 
	 	By:  	                      HEP Logistics Holdings, L.P., a Delaware limited
 	 
	 	 	partnership, its General Partner 	 
	 
	 	By:  	                      Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 
	 



					
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]



Signature Page to Second Amended and Restated Pledge Agreement



Exhibit J — Page 1 of 3 









 





	 	 	 	 	 
	 	HOLLY ENERGY PARTNERS, L.P., a Delaware

limited partnership
 	 



					
	 	
 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware limited
 	 
	 	 	partnership, its General Partner 	 
	 
	 	By:  	                      Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 



	 	 	 	 	 
	 	HEP LOGISTICS GP, L.L.C., a Delaware limited liability 

   company
 	 



	 	 	 	 	 
	 	By:  	Holly Energy Partners, L.P., a
 	 
	 	 	Delaware limited partnership, its Sole Member 	 



					
	 	
 	 
	 	By:  	HEP Logistics Holdings, L.P., a Delaware limited
 	 
	 	 	partnership, its General Partner 	 
	 
	 	By:  	                      Holly Logistic Services, L.L.C., a Delaware limited
 	 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]



Signature Page to Second Amended and Restated Pledge Agreement



Exhibit J — Page 2 of 3 








 





	 	 	 	 	 
	SECURED PARTY:         	WELLS FARGO BANK, N.A., as Secured

Party for the ratable benefit of the Beneficiaries

 	 
	 	By:  	 	 
	 	 	Suzanne F. Ridenhour 	 
	 	 	Vice President 	 
	 



Signature Page to Second Amended and Restated Pledge Agreement




Exhibit J —
Page 3 of 3 











 





SCHEDULE 2.02(a)



     Attached to and forming a part of that certain Second Amended and Restated Pledge Agreement
dated February __, 2011 by each Pledgor to the Secured Party.



	 	 	 	 	 	 	 
	Pledgor	 	Issuer	 	% of Membership Interest Owned
	Holly Energy Partners -
Operating, L.P.

	 	HEP Pipeline GP, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Pipeline, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Mountain Home, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Refining, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Refining GP, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Woods Cross, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Tulsa, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	Lovington-Artesia, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP SLC, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	Roadrunner Pipeline, L.L.C.
	 	 	100	%
	Holly Energy Partners —
Operating, L.P.

	 	HEP Operations, L.L.C.
	 	 	100	%
	HEP Tulsa, L.L.C.

	 	Holly Energy
Storage-Tulsa, LLC
	 	 	100	%
	HEP Refining, L.L.C.

	 	Holly Energy Storage-Lovington, L.L.C.
	 	 	100	%
	Holly Energy Partners, L.P.

	 	 HEP Logistics GP, L.L.C.
	 	 	100	%






Schedule 2.02(a) to Second Amended and Restated Pledge Agreement



Exhibit J — Page 1 of 1



 









 





SCHEDULE 2.02(b)



     Attached to and forming a part of that certain Second Amended and Restated Pledge Agreement
dated February __, 2011 by each Pledgor to the Secured Party.



	 	 	 	 	 	 	 	 	 
	Pledgor	 	Issuer	 	Type of Partnership 

Interest	 	% of Partnership 

Interest Owned
	Holly Energy Partners
 — Operating, L.P.

	 	HEP Pipeline

Assets, Limited Partnership
	 	limited partner
	 	 	99.999	%
	Holly Energy Partners
 — Operating, L.P.

	 	HEP Refining
Assets, L.P.
	 	limited partner
	 	 	99.999	%
	Holly Energy Partners
 — Operating, L.P.

	 	HEP Navajo
Southern, L.P.
	 	limited partner
	 	 	99.999	%
	Holly Energy Partners
 — Operating, L.P.

	 	HEP Fin-Tex/Trust-
River, L.P.
	 	limited partner
	 	 	 99.999	%
	Holly Energy Partners,
L.P.

	 	Holly Energy Partners —
Operating, L.P.
	 	limited partner
	 	 	99.999	%
	HEP Pipeline GP, L.L.C.

	 	HEP Pipeline

Assets, Limited Partnership
	 	general partner
	 	 	0.001	%
	HEP Pipeline GP, L.L.C.

	 	HEP Navajo
Southern, L.P.
	 	general partner
	 	 	0.001	%
	HEP Pipeline GP, L.L.C.

	 	HEP
Fin-Tex/Trust-River,
L.P.
	 	general partner
	 	 	0.001	%
	HEP Refining GP, L.L.C.

	 	HEP Refining
Assets, L.P.
	 	general partner
	 	 	0.001	%
	HEP
Logistics GP,  L.L.C.

	 	Holly Energy Partners —
Operating, L.P.
	 	general partner
	 	 	0.001	%






Schedule 2.02(b) to Second Amended and Restated Pledge Agreement



Exhibit J — Page 1 of 1



 









 





SCHEDULE 2.02(c)




     Attached to and forming a part of that certain Second Amended and Restated Pledge Agreement
dated February __, 2011 by each Pledgor to the Secured Party.



	 	 	 	 	 	 	 	 	 
	Issuer	 	Type of Shares	 	Number of Shares	 	% of Shares Owned	 	Certificate No.
	Holly Energy
Finance Corp.
	 	 	 	 	 	 	 	 






Schedule 2.02(c) to Second Amended and Restated Pledge Agreement



Exhibit J — Page 1 of 1



 









 





SCHEDULE 3




     Attached to and forming a part of that certain Second Amended and Restated Pledge Agreement
dated February __, 2011 by each Pledgor to the Secured Party.



	 	 	 

	Pledgor:
	 	Holly Energy Partners - Operating, L.P.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited partnership
	 
	 	 
	Organizational Number:
	 	3743527
	 
	 	 
	Federal Tax Identification Number:
	 	51-0504696
	 
	 	 
	Prior Names:
	 	HEP Operating Company, L.P.
	 
	 	 
	Pledgor:
	 	HEP Pipeline GP, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited liability company
	 
	 	 
	Organizational Number:
	 	3814279
	 
	 	 
	Federal Tax Identification Number:
	 	72-1583767
	 
	 	 
	Prior Names:
	 	None
	 
	 	 
	Pledgor:
	 	HEP Refining GP, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited liability company
	 
	 	 
	Organizational Number:
	 	3814280
	 
	 	 
	Federal Tax Identification Number:
	 	71-0968297
	 
	 	 
	Prior Names:
	 	None






Schedule 3 to Second Amended and Restated Pledge Agreement



Exhibit J — Page 1 of 2



 









 





	 	 	 

	Pledgor:
	 	Holly Energy Partners, L.P.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited partnership
	 
	 	 
	Organizational Number:
	 	3743531
	 
	 	 
	Federal Tax Identification Number:
	 	20-0833098
	 
	 	 
	Prior Names:
	 	None
	 
	 	 
	Pledgor:
	 	HEP Logistics GP, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited liability company
	 
	 	 
	Organizational Number:
	 	3743533
	 
	 	 
	Federal Tax Identification Number:
	 	51-0504692
	 
	 	 
	Prior Names:
	 	None
	 
	 	 
	Pledgor:
	 	HEP Refining, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited liability company
	 
	 	 
	Organizational Number:
	 	3815183
	 
	 	 
	Federal Tax Identification Number:
	 	71-0968299
	 
	 	 
	Prior Names:
	 	None
	 
	 	 
	Pledgor:
	 	HEP Tulsa, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:
	 	Delaware
	 
	 	 
	Type of Organization:
	 	limited liability company
	 
	 	 
	Organizational Number:
	 	4705434
	 
	 	 
	Federal Tax Identification Number:
	 	27-0497982
	 
	 	 
	Prior Names:
	 	None
	 
	 	 





Schedule 3 to Second Amended and Restated Pledge Agreement



Exhibit J — Page 2 of 2



 









 





Annex 1 to the

Second Amended and Restated Pledge Agreement




     SUPPLEMENT NO. [   ] dated as of [   ] (the “Supplement”), to
the Second Amended and Restated Pledge Agreement dated as of February __, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Pledge Agreement”) by and among
HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership (“Borrower”), each
other party signatory hereto (together with the Borrower, the “Pledgors” and individually,
each a “Pledgor”) and WELLS FARGO BANK, N.A., a national banking association, as
Administrative Agent (the “Secured Party”) for the ratable benefit of itself, the Lenders
(as defined below) and, the Issuing Banks (as defined below), and the Swap Counterparties (as
defined below) (together with the Administrative Agent, the Issuing Banks, and the Lenders,
individually a “Beneficiary”, and collectively, the “Beneficiaries”).



RECITALS



     A. Reference is made to that certain Second Amended and Restated Credit Agreement dated as of
February __, 2011 by and among the Borrower, the lenders party thereto from time to time (the
“Lenders”), the Lenders issuing letters of credit thereunder from time to time (the
“Issuing Banks”), and Secured Party (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”).



     B. The Pledgors have entered into the Pledge Agreement in order to induce the Lenders to make
Advances and the Issuing Banks to issue Letters of Credit. Pursuant to Section 5.10 of the Credit
Agreement, each Material Subsidiary of the Borrower that was not in existence on the date of the
Credit Agreement is required to enter into the Pledge Agreement as a Pledgor upon becoming a
Material Subsidiary of the Borrower. Section 7.12 of the Pledge Agreement provides that additional
Material Subsidiaries of the Borrower may become Pledgors under the Pledge Agreement by execution
and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrower (the “New Pledgor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Pledgor under the Pledge Agreement in order to
induce the Lenders to make additional Advances and the Issuing Banks to issue additional Letters of
Credit and as consideration for Advances previously made and Letters of Credit previously issued.



     C. Each New Pledgor is a Subsidiary of the Borrower and will derive substantial direct and
indirect benefit from (i) the transactions contemplated by the Credit Agreement and the other
Credit Documents (as defined in the Credit Agreement) and (ii) the Lender Hedging Agreements (as
defined in the Credit Agreement) entered into by the Borrower or any of its other Subsidiaries with
a Lender or an Affiliate of a Lender (each such counterparty, a “Swap Counterparty”).



     D. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Pledge Agreement or the Credit Agreement.



     Accordingly, the Secured Party and the New Pledgor agree as follows:




     (a) In accordance with Section 7.12 of the Pledge Agreement, the New Pledgor by its
signature below becomes a Pledgor under the Pledge Agreement with the same force and effect
as if originally named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the
terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and
(b) represents and warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof in all material respects. In



Annex 1 to Second Amended and Restated Pledge Agreement



Exhibit J — Page 1 of 5



 









 






furtherance of the foregoing, the New Pledgor, as security for the payment and
performance in full of the Secured Obligations (as defined in the Pledge Agreement), does
hereby create and grant to the Secured Party, its successors and assigns, for the benefit of
the Beneficiaries, their successors and assigns, a continuing security interest in and Lien
on all of the New Pledgor’s right, title and interest in and to the Pledged Collateral (as
defined in the Pledge Agreement) of the New Pledgor. Each reference to a “Pledgor” in the
Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference.




     (b) The New Pledgor represents and warrants to the Secured Party and the other
Beneficiaries that this Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of whether
enforcement is sought in a proceeding in equity or at law)).




     (c) This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This
Supplement shall become effective when the Secured Party shall have received counterparts of
this Supplement that, when taken together, bear the signatures of the New Pledgor and the
Secured Party. Delivery of an executed signature page to this Supplement by facsimile
transmission or electronic mail shall be as effective as delivery of a manually signed
counterpart of this Supplement.




     (d) The New Pledgor hereby represents and warrants that (a) set forth on Schedules
2.02(a), 2.02(b), and 2.02(c) attached hereto are true and correct schedules of all its
Membership Interests, Partnership Interests and Pledged Shares, as each term is defined in
the Pledge Agreement, and (b) set forth on Schedule 3 attached hereto are its sole
jurisdiction of formation, type of organization, its federal tax identification number and
the organizational number, and all names used by it during the last five years prior to the
date of this Supplement.




     (e) Except as expressly supplemented hereby, the Pledge Agreement shall remain in full
force and effect.




     (f) THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.




     (g) In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, neither party hereto shall be
required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Pledge Agreement shall not in any way be affected or
impaired. The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.



Annex 1 to Second Amended and Restated Pledge Agreement


Exhibit J — Page 2 of 5



 









 






     (h) All communications and notices hereunder shall be in writing and given as
provided in the Pledge Agreement. All communications and notices hereunder to the New
Pledgor shall be given to it at the address set forth under its signature hereto.




     (i) The New Pledgor agrees to reimburse the Secured Party for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees,
other charges and disbursements of counsel for the Secured Party.



     THIS SUPPLEMENT, THE PLEDGE AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT
AGREEMENT REFERRED TO IN THIS SUPPLEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.



[SIGNATURES PAGES FOLLOW]



Annex 1 to Second Amended and Restated Pledge Agreement



Exhibit J — Page 3 of 5



 









 





     IN WITNESS WHEREOF, the New Pledgor and the Secured Party have duly executed this
Supplement to the Pledge Agreement as of the day and year first above written.



	 	 	 	 	 
	 	NEW PLEDGOR:

[___________________________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex 1 to Second Amended and Restated Pledge Agreement



Exhibit J — Page 4 of 5



 









 





	 	 	 	 	 
	 	SECURED PARTY:

WELLS FARGO BANK, N.A., as Secured Party for

 the ratable benefit of the Beneficiaries

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex 1 to Second Amended and Restated Pledge Agreement



Exhibit J — Page 5 of 5




 











 





Schedules

Supplement No. ____to the

Second Amended and Restated

Pledge Agreement




Pledged Collateral of the New Pledgor



SCHEDULE 2.02(a)



	 	 	 	 	 
	Issuer	 	Type of Membership Interest	 	% of Membership Interest Owned
	 	 	 	 	 





SCHEDULE 2.02(b)




	 	 	 	 	 
	Issue	 	Type of Partnership Interest	 	% of Partnership Interest Owned
	 	 	 	 	 





SCHEDULE 2.02(c)




	 	 	 	 	 	 	 	 	 
	Issuer	 	Type of Shares	 	Number of Shares	 	% of Shares Owned	 	Certificate No.
	 	 	 	 	 	 	 	 	 





SCHEDULE 3




	 	 	 	 	 

	New Pledgor:

	 	[PLEDGOR]	 	 
	 
	 	 	 	 
	Sole Jurisdiction of Formation / Filing:

	 	[STATE]	 	 
	 
	 	 	 	 
	Type of Organization:

	 	 ENTITY TYPE]	 	 
	 
	 	 	 	 
	Organizational Number:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Federal Tax Identification Number:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Prior Names:
	 	 	 	 
	 

	 	 

	 	 






Schedule to Second Amended and Restated Pledge Agreement


Exhibit J — Page 1 of 1








 









 








EXHIBIT K




FORM OF SECOND AMENDED AND RESTATED

SECURITY AGREEMENT



     THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT dated as of February __, 2011 (this
“Security Agreement”) is by and among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware
limited partnership (“Borrower”), each subsidiary and affiliate of the Borrower party
hereto (together with the Borrower, the “Grantors” and individually, each a
“Grantor”) and WELLS FARGO BANK, N.A., a national banking association, as Administrative
Agent (the “Secured Party”) for the ratable benefit of itself, the Lenders (as defined
below), the Issuing Banks (as defined below), and the Swap Counterparties (as defined below)
(together with the Administrative Agent, the Issuing Banks, the Lenders, individually a
“Beneficiary”, and collectively, the “Beneficiaries”).



RECITALS




     A. Some of the Grantors have previously executed and delivered that certain Security Agreement
dated as of July 13, 2004 (the “Original Security Agreement”) in connection with that
certain Credit Agreement dated as of July 7, 2004, as amended heretofore (as so amended, the
“Original Credit Agreement”), among Borrower, certain Lenders party thereto from time to
time (the “Original Lenders”), and Union Bank, N.A., formerly known as Union Bank of
California, N.A., as the administrative agent (the “Predecessor Administrative Agent”).



     B. The Original Credit Agreement was amended and restated in its entirety by that certain
Amended and Restated Credit Agreement dated as of August 27, 2007 entered into by the Borrower, the
Predecessor Administrative Agent, Bank of America, N.A., as syndication agent, Guaranty Bank, as
predecessor in interest to BBVA Compass Bank, as documentation agent, and the lenders party
thereto, including certain of the Lenders (as heretofore amended, the “Prior Credit
Agreement”).



     C. In order to secure the full and punctual payment and performance of the obligations under
the Prior Credit Agreement and other Credit Documents (as defined in the Prior Credit Agreement),
the Grantors (as defined in the Prior Credit Agreement) amended and restated the Original Security
Agreement and executed and delivered that certain Amended and Restated Security Agreement dated
August 27, 2007 (the “Existing Security Agreement”).



     D. The Borrower has requested certain amendments to the Prior Credit Agreement which include,
among other things, the replacement of Union Bank, N.A. as administrative agent and issuing bank by
Wells Fargo Bank, N.A.



     E. The Prior Credit Agreement is being amended and restated in its entirety pursuant to that
certain Second Amended and Restated Credit Agreement dated as of February __, 2011 (as amended,
restated, supplemented and otherwise modified from time to time, the “Credit Agreement”)
among the Borrower, the Lenders, the Predecessor Administrative Agent and the Administrative Agent.



     F. The Grantors desire to amend and restate the Existing Security Agreement.



     G. Each Grantor (other than Borrower) is a Subsidiary or Affiliate of the Borrower and will
derive substantial direct and indirect benefit from (i) the transactions contemplated by the Credit
Agreement and the other Credit Documents (as defined in the Credit Agreement) and (ii) the Lender
Hedging Agreements (as defined in the Credit Agreement) entered into by the Borrower or any of its



Exhibit K- Page 1 of 1 









 




other Subsidiaries with a Lender or an Affiliate of a Lender (each such counterparty, a
“Swap Counterparty”).




     H. It is a requirement under the Credit Agreement that the Grantors shall secure the due
payment and performance of all Obligations (as defined in the Credit Agreement) by entering into
this Security Agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and confessed, each Grantor hereby
agrees with the Secured Party for the benefit of the Beneficiaries (a) that the Existing Security
Agreement is amended and restated in its entirety and (b) further agrees as follows:



     1. Definitions; Interpretation.



     (a) All capitalized terms not otherwise defined in this Security Agreement that are defined in
the Credit Agreement shall have the meanings assigned to such terms by the Credit Agreement. Any
terms used in this Security Agreement that are defined in the UCC (as defined below) and not
otherwise defined herein or in the Credit Agreement, shall have the meanings assigned to those
terms by the UCC. All meanings to defined terms, unless otherwise indicated, are to be equally
applicable to both the singular and plural forms of the terms defined. The following terms shall
have the meanings specified below:




	 	 	“Accounts” means an “account” as defined in the UCC, including, without limitation,
all of any Grantor’s rights to payment for goods sold or leased, services performed, or
otherwise, whether now in existence or arising from time to time hereafter, including,
without limitation, rights arising under any of the Contracts or evidenced by an account,
note, contract, security agreement, Chattel Paper (including, without limitation, tangible
Chattel Paper and electronic Chattel Paper), or other evidence of indebtedness or security,
together with all of the right, title and interest of any Grantor in and to (i) all security
pledged, assigned, hypothecated or granted to or held by any Grantor to secure the
foregoing, (ii) all of any Grantor’s right, title and interest in and to any goods or
services, the sale of which gave rise thereto, (iii) all guarantees, endorsements and
indemnifications on, or of, any of the foregoing, (iv) all powers of attorney granted to any
Grantor for the execution of any evidence of indebtedness or security or other writing in
connection therewith, (v) all books, correspondence, credit files, records, ledger cards,
invoices, and other papers relating thereto, including without limitation all similar
information stored on a magnetic medium or other similar storage device and other papers and
documents in the possession or under the control of any Grantor or any computer bureau from
time to time acting for any Grantor, (vi) all evidences of the filing of financing
statements and other statements granted to any Grantor and the registration of other
instruments in connection therewith and amendments thereto, notices to other creditors or
secured parties, and certificates from filing or other registration officers, (vii) all
credit information, reports and memoranda relating thereto, and (viii) all other writings
related in any way to the foregoing.






	 	 	“Cash Collateral” means all amounts from time to time held in any checking, savings,
deposit or other account of such Grantor, including, if applicable, the Cash Collateral
Account, all monies, proceeds or sums due or to become due therefrom or thereon and all
documents (including, but not limited to passbooks, certificates and receipts) evidencing
all funds and investments held in such accounts.




Exhibit K- Page 2 of 2 









 












	 	 	“Chattel Paper” has the meaning set forth in the UCC.






	 	 	“Collateral” has the meaning set forth in Section 2 of this Security Agreement.






	 	 	“Contracts” means all contracts to which any Grantor now is, or hereafter will be,
bound, or to which such Grantor is a party, beneficiary or assignee, all Insurance
Contracts, and all exhibits, schedules and other attachments to such contracts, as the same
may be amended, supplemented or otherwise modified or replaced from time to time.






	 	 	“Contract Documents” means all Instruments, Chattel Paper, letters of credit, bonds,
guarantees or similar documents evidencing, representing, arising from or existing in
respect of, relating to, securing or otherwise supporting the payment of, the Contract
Rights.






	 	 	“Contract Rights” means (i) all (A) of any Grantor’s rights to payment under any
Contract or Contract Document and (B) payments due and to become due to any Grantor under
any Contract or Contract Document, in each case whether as contractual obligations, damages
or otherwise; (ii) all of any Grantor’s claims, rights, powers, or privileges and remedies
under any Contract or Contract Document; and (iii) all of any Grantor’s rights under any
Contract or Contract Document to make determinations, to exercise any election (including,
but not limited to, election of remedies) or option or to give or receive any notice,
consent, waiver or approval together with full power and authority with respect to any
Contract or Contract Document to demand, receive, enforce or collect any of the foregoing
rights or any property which is the subject of any Contract or Contract Document, to enforce
or execute any checks, or other instruments or orders, to file any claims and to take any
action which, in the reasonable opinion of the Secured Party, may be necessary or advisable
in connection with any of the foregoing.






	 	 	“Document” means a bill of lading, dock warrant, dock receipt, warehouse receipt or
order for the delivery of goods, and also any other document which in the regular course of
business or financing is treated as adequately evidencing that the person in possession of
it is entitled to receive, hold and dispose of the document and the goods it covers.






	 	 	“Equipment” means any equipment now or hereafter owned or leased by any Grantor, or
in which any Grantor holds or acquires any other right, title or interest, constituting
“equipment” under the UCC, including, without limitation, all surface or subsurface
machinery, equipment, facilities, supplies, or other tangible personal property, including
tubing, rods, pumps, pumping units and engines, pipe, pipelines, meters, apparatus, boilers,
compressors, liquid extractors, connectors, valves, fittings, power plants, poles, lines,
cables, wires, transformers, starters and controllers, machine shops, tools, machinery and
parts, storage yards and equipment stored therein, buildings and camps, telegraph,
telephone, and other communication systems, loading docks, loading racks, and shipping
facilities, and any manuals, instructions, blueprints, computer software (including software
that is imbedded in and part of the equipment), and similar items which relate to the above,
and any and all additions, substitutions and replacements of any of the foregoing, wherever
located together with all improvements thereon and all attachments, components, parts,
equipment and accessories installed thereon or affixed thereto.






	 	 	“Fixtures” means any fixtures now or hereafter owned or leased by any Grantor, or in
which any Grantor holds or acquires any other right, title or interest, constituting
“fixtures” under the UCC, including without limitation any and all additions, substitutions
and replacements of any of the foregoing, wherever located together with all improvements
thereon and all attachments, components, parts, equipment and accessories installed thereon
or affixed thereto.




Exhibit K- Page 3 of 3 









 












	 	 	“General Intangibles” means all general intangibles now or hereafter owned by any
Grantor, or in which any Grantor holds or acquires any other right, title or interest,
constituting “general intangibles” or “payment intangibles” under the UCC, including, but
not limited to, all trademarks, trademark applications, trademark registrations, tradenames,
fictitious business names, business names, company names, business identifiers, prints,
labels, trade styles and service marks (whether or not registered), trade dress, including
logos and/or designs, copyrights, patents, patent applications, goodwill of any Grantor’s
business symbolized by any of the foregoing, trade secrets, license rights, license
agreements, permits, franchises, and any rights to tax refunds to which any Grantor is now
or hereafter may be entitled.






	 	 	“Instrument” means an “instrument” as defined in the UCC, including, without
limitation, any Negotiable Instrument, or any other writing which evidences a right to the
payment of money and is not itself a security agreement or lease and is of a type which is
in the ordinary course of business transferred by delivery with any necessary endorsement or
assignment (other than Instruments constituting Chattel Paper).






	 	 	“Insurance Contracts” means all contracts and policies of insurance and re-insurance
maintained or required to be maintained by or on behalf of any Grantor under the Credit
Documents.






	 	 	“Inventory” means all of the inventory of any Grantor, or in which any Grantor holds
or acquires any right, title or interest, of every type or description, now owned or
hereafter acquired and wherever located, whether raw, in process or finished, and all
materials usable in processing the same and all documents of title covering any inventory,
including, without limitation, work in process, materials used or consumed in any Grantor’s
business, now owned or hereafter acquired or manufactured by any Grantor and held for sale
in the ordinary course of its business, all present and future substitutions therefor, parts
and accessories thereof and all additions thereto, all Proceeds thereof and products of such
inventory in any form whatsoever, and any other item constituting “inventory” under the UCC.






	 	 	“Inventory Records” means all books, records, other similar property, and General
Intangibles at any time relating to Inventory.






	 	 	“Investment Property” means “investment property” as defined in the UCC, including,
without limitation, all securities (whether certificated or uncertificated), security
entitlements, securities accounts, commodity contracts, and commodity accounts.






	 	 	“Lender Hedging Agreement” has the meaning set forth in the Credit Agreement.






	 	 	“Negotiable Instrument” means a “negotiable instrument” as defined in the UCC.






	 	 	“Proceeds” means all proceeds (as defined in the UCC) of any or all of the
Collateral, including without limitation (i) any and all proceeds of, all claims for, and
all rights of any Grantor to receive the return of any premiums for, any insurance,
indemnity, warranty or guaranty payable from time to time with respect to any of the
Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable from
time to time in connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority (or any Person
acting under color of any Governmental Authority), (iii) all proceeds received or receivable
when any or all of the Collateral is sold, exchanged or otherwise disposed, whether
voluntarily, involuntarily, in foreclosure or otherwise, (iv) all claims of any Grantor for
damages arising out of, or for breach of or default under, any Collateral, (v) all rights of
any Grantor to terminate, amend, supplement, modify or waive performance under any




Exhibit K- Page 4 of 4 









 






	 	 	Contracts, to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder, and (vi) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.






	 	 	“Secured Obligations” means all Obligations now or hereafter existing, including any
extensions, modifications, substitutions, amendments and renewals thereof, whether for
principal, interest, fees, expenses, indemnification, or otherwise.






	 	 	“Security Agreement” means this Second Amended and Restated Security Agreement, as
the same may be modified, supplemented or amended from time to time in accordance with its
terms.






	 	 	“UCC” shall mean the Uniform Commercial Code as the same may, from time to time, be
in effect in the State of Texas; provided, however, in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection or priority of the
security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of Texas, the term “UCC” shall mean the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of definitions
related to such provisions.





     (b) All meanings to defined terms, unless otherwise indicated, are to be equally applicable to
both the singular and plural forms of the terms defined. Article, Section, Schedule, and Exhibit
references are to Articles and Sections of and Schedules and Exhibits to this Security Agreement,
unless otherwise specified. All references to instruments, documents, contracts, and agreements
are references to such instruments, documents, contracts, and agreements as the same may be
amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The
words “hereof”, “herein” and “hereunder” and words of similar import when used in this Security
Agreement shall refer to this Security Agreement as a whole and not to any particular provision of
this Security Agreement. As used herein, the term “including” means “including, without
limitation”. Paragraph headings have been inserted in this Security Agreement as a matter of
convenience for reference only and it is agreed that such paragraph headings are not a part of this
Security Agreement and shall not be used in the interpretation of any provision of this Security
Agreement.



     2. Assignment, Pledge and Grant of Security Interest.



     (a) As collateral security for the prompt and complete payment and performance when due of all
Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Secured Party for the
benefit of the Beneficiaries a Lien on and continuing security interest in all of such Grantor’s
right, title and interest in, to and under, all items described in this Section 2, whether now
owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter
existing or arising (collectively, the “Collateral”):




	 	(i)	 	all Contracts, all Contract Rights, Contract Documents and
Accounts associated with such Contracts and each and every document granting
security to such Grantor under any such Contract;
	 
	 	(ii)	 	all Accounts;
	 
	 	(iii)	 	all Inventory;
	 
	 	(iv)	 	all Equipment;




Exhibit K- Page 5 of 5 









 






	 	(v)	 	all General Intangibles;
	 
	 	(vi)	 	all Investment Property (other than (A) any Investment Property
to the extent pledged by a Grantor under the Second Amended and Restated Pledge
Agreement dated as of February __, 2011 among the Borrower, certain of the
Grantors party thereto from time to time, and the Secured Party, (B) the Equity
Interest in Plains JV owned by Plains Holdco, (C) the Equity Interest in UNEV
JV owned by UNEV Holdco, (D) the Equity Interest in SLC Pipeline LLC and (E)
the Equity Interest in any Future JVs owned by Future Holdcos);
	 
	 	(vii)	 	all Fixtures;
	 
	 	(viii)	 	all Cash Collateral;
	 
	 	(ix)	 	any Legal Requirements now or hereafter held by such Grantor
(except that any Legal Requirement which would by its terms or under applicable
law become void, voidable, terminable or revocable by being subjected to the
Lien of this Security Agreement or in which a Lien is not permitted to be
granted under applicable law, is hereby excluded from such Lien to the extent
necessary so as to avoid such voidness, voidability, terminability or
revocability);
	 
	 	(x)	 	any right to receive a payment under any Lender Hedging
Agreement in connection with a termination thereof;
	 
	 	(xi)	 	(A) all policies of insurance and Insurance Contracts, now or
hereafter held by or on behalf of such Grantor, including casualty and
liability, business interruption, and any title insurance, (B) all Proceeds of
insurance, and (C) all rights, now or hereafter held by such Grantor to any
warranties of any manufacturer or contractor of any other Person;
	 
	 	(xii)	 	any and all Liens and security interests (together with the
documents evidencing such Liens and security interests) granted to such Grantor
by an obligor to secure such obligor’s obligations owing under any Instrument,
Chattel Paper, or Contract which is pledged hereunder or with respect to which
a security interest in such Grantor’s rights in such Instrument, Chattel Paper,
or Contract is granted hereunder;
	 
	 	(xiii)	 	any and all guaranties given by any Person for the benefit of such Grantor
which guarantees the obligations of an obligor under any Instrument, Chattel
Paper or Contract, which are pledged hereunder;
	 
	 	(xiv)	 	without limiting the generality of the foregoing, all other
personal property, goods, Instruments, Chattel Paper, Documents, Fixtures,
credits, claims, demands and assets of such Grantor whether now existing or
hereafter acquired from time to time; and
	 
	 	(xv)	 	any and all additions, accessions and improvements to, all
substitutions and replacements for and all products and Proceeds of or derived
from all of the items described above in this Section 2.




Exhibit K- Page 6 of 6 









 











     (b) Notwithstanding anything contained herein to the contrary, it is the intention of each
Grantor, the Secured Party and the other Beneficiaries that the amount of the Secured Obligation
secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the
maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule
or regulation of any Governmental Authority applicable to such Grantor. Accordingly,
notwithstanding anything to the contrary contained in this Security Agreement or in any other
agreement or instrument executed in connection with the payment of any of the Secured Obligations,
the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property
pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest
amount that would not render such Grantor’s obligations hereunder or the Liens and security
interest granted to the Secured Party hereunder subject to avoidance under Section 548 of the
United States Bankruptcy Code or any comparable provision of any other applicable law.



     3. Representations and Warranties. Each Grantor hereby represents and warrants the
following to the Secured Party and the other Beneficiaries:



     (a) Records. Such Grantor’s sole jurisdiction of formation and type of organization
are as set forth in Schedule 1 attached hereto. Other than for Accounts which individually
or in the aggregate do not exceed $500,000, none of the Accounts is evidenced by a promissory note
or other instrument.



     (b) Other Liens. Such Grantor is, and will be the record, legal, and beneficial owner
of all of the Collateral pledged by such Grantor free and clear of any Lien, except for the
Permitted Liens. No effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is, or will be, on file in any recording office, except such as
may be filed in connection with this Security Agreement or in connection with other Permitted Liens
or for which satisfactory releases have been received by the Secured Party.



     (c) Lien Priority and Perfection.




	 	(i)	 	Subject only to Permitted Liens, this Security Agreement
creates valid and continuing security interests in the Collateral, securing the
payment and performance of all the Secured Obligations. Upon the filing of
financing statements with the jurisdiction listed in Schedule 1, the
security interests granted to the Secured Party hereunder will constitute valid
first-priority perfected security interests in all Collateral with respect to
which a security interest can be perfected by the filing of a financing
statement, subject only to Permitted Liens.
	 
	 	(ii)	 	No consent of any other Person and no authorization, approval,
or other action by, and no notice to or filing with any Governmental Authority
is required (A) for the grant by such Grantor of the pledge, assignment, and
security interest granted hereby or for the execution, delivery, or performance
of this Security Agreement by such Grantor, (B) for the validity, perfection,
or maintenance of the pledge, assignment, Lien, and security interest created
hereby (including the first-priority (subject to Permitted Liens) nature
thereof), except for security interests that cannot be perfected by filing
under the UCC, or (C) for the exercise by the Secured Party of the rights
provided for in this Security Agreement or the remedies in respect of the
Collateral pursuant to this Security Agreement, except (1) those consents to
assignment of licenses, permits, approvals, and other rights that are as a
matter of law not assignable, (2) those consents, approvals, authorizations,
actions, notices or filings which have been duly obtained or made and, in the
case of the maintenance of perfection, the filing of continuation




Exhibit K- Page 7 of 7 









 






	 	 	 	statements under the UCC, and (3) those filings and actions described in
Section 3(c)(i).





     (d) Tax Identification Number and Organizational Number. The federal tax
identification number of such Grantor and the organizational number (if any) of such Grantor are as
set forth in Schedule 1.



     (e) Tradenames; Prior Names. Except as set forth on Schedule 1, such Grantor
has not conducted business under any name other than its current name during the five years
immediately prior to the date of this Security Agreement.



     4. Covenants.



     (a) Further Assurances.




	 	(i)	 	Each Grantor agrees that from time to time, at its expense,
such Grantor shall promptly execute and deliver all instruments and documents,
and take all action, that may be reasonably necessary or desirable, or that the
Secured Party may reasonably request, in order to perfect and protect any
pledge, assignment, or security interest granted or intended to be granted
hereby or to enable the Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, each Grantor (A) at the request of Secured Party,
shall execute such instruments, endorsements or notices, as may be reasonably
necessary or desirable or as the Secured Party may reasonably request, in order
to perfect and preserve the assignments and security interests granted or
purported to be granted hereby, (B) shall, if any Collateral shall be evidenced
by a promissory note or other Instrument or Chattel Paper and such promissory
note, Instrument or Chattel Paper shall, individually or in the aggregate,
exceed $500,000, deliver and pledge to the Secured Party hereunder such note or
Instrument or Chattel Paper duly endorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance satisfactory
to the Secured Party, and (C) authorizes the Secured Party to file any
financing statements, amendments or continuations without the signature of such
Grantor to the extent permitted by applicable law in order to perfect or
maintain the perfection of any security interest granted under this Security
Agreement (including, without limitation, financing statements using an “all
assets” or “all personal property” collateral description). Notwithstanding
anything in this Security Agreement to the contrary, the Grantor shall not be
required to take any action with respect to the perfection of the security
interest in any Cash Collateral which is not then held by a Lender or the
Borrower or a Subsidiary of the Borrower.
	 
	 	(ii)	 	Following written request by the Secured Party, each Grantor
shall pay all filing, registration and recording fees and all refiling,
re-registration and re-recording fees, and all other reasonable expenses
incident to the execution and acknowledgment of this Security Agreement, any
assurance, and all federal, state, county and municipal stamp taxes and other
taxes, duties, imports, assessments and charges arising out of or in connection
with the execution and delivery of this Security Agreement, any agreement
supplemental hereto, any financing statements, and any instruments of further
assurance.




Exhibit K- Page 8 of 8 









 






	 	(iii)	 	Each Grantor shall promptly provide to the Secured Party all
information and evidence the Secured Party may reasonably request concerning
the Collateral to enable the Secured Party to enforce the provisions of this
Security Agreement.





     (b) Change of Name; State of Formation. Each Grantor shall give the Secured Party at
least five (5) Business Days’ prior written notice before it (i) in the case of any Grantor that is
not a “registered organization” (as such term is defined in Section 9-102 of the UCC), changes the
location of its principal place of business and chief executive office, (ii) changes the location
of its jurisdiction of formation or organization, (iii) changes the location of the original copies
of any Chattel Paper evidencing Accounts if such Chattel Paper, individually or in the aggregate,
exceeds $500,000, or (iv) changes its name or uses a trade name other than its current name used on
the date hereof. Other than as permitted by Section 6.09 of the Credit Agreement or as permitted
in the preceding sentence, no Grantor shall amend, supplement, modify or restate its articles or
certificate of incorporation, bylaws, limited liability company agreements, or other equivalent
organizational documents, without the prior written consent of the Secured Party.



     (c) Right of Inspection. Each Grantor shall hold and preserve, at its own cost and
expense reasonably satisfactory and complete records of the Collateral, including, but not limited
to, Instruments, Chattel Paper, Contracts, and records with respect to the Accounts, and will
permit representatives of the Secured Party, upon reasonable advance notice, at any time during
normal business hours to inspect and copy them. Upon the occurrence and during the continuation of
any Event of Default, at the Secured Party’s request, each Grantor shall promptly deliver copies of
any and all such records to the Secured Party.



     (d) Liability Under Contracts and Accounts. Notwithstanding anything in this Security
Agreement to the contrary, (i) the execution of this Security Agreement shall not release any
Grantor from its obligations and duties under any of the Contract Documents, or any other contract
or instrument which are part of the Collateral and Accounts included in the Collateral, (ii) the
exercise by the Secured Party of any of its rights hereunder shall not release any Grantor from any
of its duties or obligations under any Contract Documents, or any other Contract or Instrument
which are part of the Collateral and Accounts included in the Collateral, and (iii) the Secured
Party shall not have any obligation or liability under any Contract Documents, or any other
contract or instrument which are part of the Collateral and Accounts included in the Collateral by
reason of the execution and delivery of this Security Agreement, nor shall the Secured Party be
obligated to perform any of the obligations or duties of any Grantor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.



     (e) Transfer of Certain Collateral; Release of Certain Security Interest. Each
Grantor agrees that it shall not sell, assign, or otherwise dispose of any Collateral, except as
otherwise permitted under the Credit Agreement. The Secured Party shall promptly, at the Grantors’
expense, execute and deliver all further instruments and documents, and take all further action
that a Grantor may reasonably request in order to release its security interest in any Collateral
which is disposed of in accordance with the terms of the Credit Agreement.



     (f) Accounts. Each Grantor agrees that it will use commercially reasonable efforts to
ensure that each Account (i) is and will be, in all material respects, the genuine, legal, valid,
and binding obligations of the account debtor in respect thereof, representing an unsatisfied
obligation of such account debtor, (ii) is and will be, in all material respects, enforceable in
accordance with its terms, is not and will not be subject to any setoffs, defenses, taxes or
counterclaims, except in the ordinary course of business, (iii) is and will be, in all material
respects, in compliance with all applicable laws, whether federal, state, local or foreign, and
(iv) if evidenced by Chattel Paper, will not require the consent of the account debtor in respect
thereof in connection with its assignment hereunder.



Exhibit K- Page 9 of 9 









 





     (g) Negotiable Instrument. If any Grantor shall at any time hold or acquire any
Negotiable Instruments, including promissory notes, and such Negotiable Instruments, individually
or in the aggregate, exceed $500,000, then such Grantor shall forthwith endorse, assign and deliver
the same to the Secured Party, accompanied by such instruments of transfer or assignment duly
executed in blank as the Secured Party may from time to time reasonably request.



     (h) Other Covenants of Grantor. Each Grantor agrees that (i) any action or proceeding
to enforce this Security Agreement may be taken by the Secured Party either in such Grantor’s name
or in the Secured Party’s name, as the Secured Party may deem necessary, and (ii) such Grantor
will, until the indefeasible payment in full in cash of the Secured Obligations (including all
Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the
termination of all obligations of the Issuing Banks and the Lenders in respect of Letters of
Credit, the termination of all Lender Hedging Agreements and the termination of all obligations of
the Swap Counterparties in respect of the Lender Hedging Agreements, and the termination or
expiration of the Commitments, warrant and defend its title to the Collateral and the interest of
the Secured Party in the Collateral against any claim or demand of any Persons (other than
Permitted Liens) which could reasonably be expected to materially adversely affect such Grantor’s
title to, or the Secured Party’s right or interest in, such Collateral.



     5. Termination of Security Interest. Upon the indefeasible payment in full in cash of
the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration
of all Letters of Credit and the termination of all obligations of the Issuing Banks and the
Lenders in respect of Letters of Credit, the termination of all Lender Hedging Agreements and the
termination of all obligations of the Swap Counterparties in respect of the Lender Hedging
Agreements, and the termination or expiration of the Commitments, the security interest granted
hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor to
the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms
hereof. Upon any such termination, the Secured Party will promptly, at the Grantors’ expense,
execute and deliver to the applicable Grantor such documents (including, without limitation, UCC-3
termination statements) as such Grantor shall reasonably request to evidence such termination.



     6. Reinstatement. If, at any time after payment in full of all Secured Obligations and
termination of the Secured Party’s security interest, any payments on the Secured Obligations
previously made must be disgorged by the Secured Party or any Beneficiary for any reason
whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of any
Grantor or any other Person, this Security Agreement and the Secured Party’s security interests
herein shall be reinstated as to all disgorged payments as though such payments had not been made,
and each Grantor shall sign and deliver to the Secured Party all documents, and shall do such other
acts and things, as may be reasonably necessary to reinstate and perfect the Secured Party’s
security interest (other than the Secured Party’s security interest in Cash Collateral that is held
by a Person other than a Lender, the Borrower or any Subsidiary of the Borrower). EACH GRANTOR
SHALL DEFEND AND INDEMNIFY EACH BENEFICIARY FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY,
COST OR EXPENSE UNDER THIS SECTION 6 (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) IN THE
DEFENSE OF ANY SUCH ACTION OR SUIT INCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE
ARISING AS A RESULT OF THE INDEMNIFIED BENEFICIARY’S OWN NEGLIGENCE BUT EXCLUDING SUCH CLAIM,
DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED BENEFICIARY’S GROSS
NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OR ARISING OUT OF DISPUTES AMONG THE BENEFICIARIES
(OTHER THAN DISPUTES INVOLVING THE ARRANGERS IN THEIR



Exhibit K- Page 10 of 10 









 







CAPACITIES AS JOINT LEAD ARRANGERS OR DISPUTES INVOLVING WELLS FARGO IN ITS CAPACITY AS
ADMINISTRATIVE AGENT)..



     7. Remedies upon Event of Default.



     (a) If any Event of Default has occurred and is continuing, the Secured Party may (and shall
at the written request of the Majority Lenders), (i) proceed to protect and enforce the rights
vested in it by this Security Agreement or otherwise available to it, including but not limited to,
the right to cause all revenues and other moneys pledged hereby as Collateral to be paid directly
to it, and to enforce its rights hereunder to such payments and all other rights hereunder by such
appropriate judicial proceedings as it shall deem most effective to protect and enforce any of such
rights, either at law or in equity or otherwise, whether for specific enforcement of any covenant
or agreement contained in any of the Contract Documents, or in aid of the exercise of any power
therein or herein granted, or for any foreclosure hereunder and sale under a judgment or decree in
any judicial proceeding, or to enforce any other legal or equitable right vested in it by this
Security Agreement or by law; (ii) cause any action at law or suit in equity or other proceeding to
be instituted and prosecuted and enforce any rights hereunder or included in the Collateral,
subject to the provisions and requirements thereof; (iii) sell or otherwise dispose of any or all
of the Collateral or cause the Collateral to be sold or otherwise disposed of in one or more sales
or transactions, at such prices and in such manner as may be commercially reasonable, and for cash
or on credit or for future delivery, without assumption of any credit risk, at public or private
sale, without demand of performance or notice of intention to sell or of time or place of sale
(except such notice as is required by applicable statute and cannot be waived), it being agreed
that the Secured Party may be a purchaser on behalf of the Beneficiaries or on its own behalf at
any such sale and that the Secured Party, any other Beneficiary, or any other Person who may be a
bona fide purchaser for value and without notice of any claims of any or all of the Collateral so
sold shall thereafter hold the same absolutely free from any claim or right of whatsoever kind,
including any equity of redemption of any Grantor, any such demand, notice or right and equity
being hereby expressly waived and released to the extent permitted by law; (iv) incur reasonable
expenses, including reasonable attorneys’ fees, reasonable consultants’ fees, and other costs
appropriate to the exercise of any right or power under this Security Agreement; (v) perform any
obligation of any Grantor hereunder and make payments, purchase, contest or compromise any
encumbrance, charge or Lien, and pay taxes and expenses, without, however, any obligation to do so;
(vi) in connection with any acceleration and foreclosure, take possession of the Collateral and
render it usable and repair and renovate the same, without, however, any obligation to do so, and
enter upon any location where the Collateral may be located for that purpose, control, manage,
operate, rent and lease the Collateral, collect all rents and income from the Collateral and apply
the same to reimburse the Beneficiaries for any cost or expenses incurred hereunder or under any of
the Credit Documents and to the payment or performance of any Grantor’s obligations hereunder or
under any of the Credit Documents, and apply the balance to the other Secured Obligations and any
remaining excess balance to whomsoever is legally entitled thereto; (vii) secure the appointment of
a receiver for the Collateral or any part thereof; (viii) require any Grantor to, and each Grantor
hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble
all or part of the Collateral as directed by the Secured Party and make it available to the Secured
Party at a place to be designated by the Secured Party which is reasonably convenient to both
parties; (ix) exercise any other or additional rights or remedies granted to a secured party under
the UCC; or (x) occupy any premises owned or leased by any Grantor where the Collateral or any part
thereof is assembled for a reasonable period in order to effectuate its rights and remedies
hereunder or under law, without obligation to any Grantor in respect of such occupation. If,
pursuant to applicable law, prior notice of sale of the Collateral under this Section is required
to be given to any Grantor, each Grantor hereby acknowledges that the minimum time required by such
applicable law, or if no minimum time is specified, 10 days, shall be deemed a reasonable notice
period. The Secured Party shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Secured Party may adjourn any public or private sale from
time to time by



Exhibit K- Page 11 of 11 









 







announcement at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.



     (b) All reasonable costs and expenses (including reasonable attorneys’ fees and expenses)
incurred by the Secured Party in connection with any suit or proceeding in connection with the
performance by the Secured Party of any of the agreements contained in any of the Contract
Documents, or in connection with any exercise of its rights or remedies hereunder, pursuant to the
terms of this Security Agreement, shall constitute additional indebtedness secured by this Security
Agreement and shall be paid on demand by the Grantors to the Secured Party on behalf of the
Beneficiaries.



     8. Remedies Cumulative; Delay Not Waiver.



     (a) No right, power or remedy herein conferred upon or reserved to the Secured Party is
intended to be exclusive of any other right, power or remedy and every such right, power and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right, power
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder or otherwise shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy. Resort to any or all
security now or hereafter held by the Secured Party may be taken concurrently or successively and
in one or several consolidated or independent judicial actions or lawfully taken nonjudicial
proceedings, or both.



     (b) No delay or omission of the Secured Party to exercise any right or power accruing upon the
occurrence and during the continuance of any Event of Default as aforesaid shall impair any such
right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence
therein; and every power and remedy given by this Security Agreement may be exercised from time to
time, and as often as shall be deemed expedient, by the Secured Party.



     9. Contract Rights. Upon the occurrence and during the continuance of an Event of
Default, the Secured Party may exercise any of the Contract Rights and remedies of any Grantor
under or in connection with the Instruments, Chattel Paper, or Contracts which represent Accounts,
the General Intangibles, or which otherwise relate to the Collateral, including, without
limitation, any rights of any Grantor to demand or otherwise require payment of any amount under,
or performance of any provisions of, the Instruments, Chattel Paper, or Contracts which represent
Accounts, or the General Intangibles.



     10. Accounts.



     (a) Upon the occurrence and during the continuance of an Event of Default, the Secured Party
may, or may direct any Grantor to, take any action reasonably necessary or advisable to enforce
collection of the Accounts, including, without limitation, notifying the account debtors or
obligors under any Accounts of the assignment of such Accounts to the Secured Party and directing
such account debtors or obligors to make payment of all amounts due or to become due directly to
the Secured Party. Upon such notification and direction, and at the expense of the Grantors, the
Secured Party may enforce collection of any such Accounts, and adjust, settle, or compromise the
amount or payment thereof in the same manner and to the same extent as any Grantor might have done.



     (b) Upon the occurrence and during the continuance of an Event of Default, and upon receipt by
any Grantor of written notice from the Secured Party that an Event of Default has occurred and is
continuing, all amounts and proceeds (including instruments) received by such Grantor in respect of
the Accounts shall be received in trust for the benefit of the Secured Party hereunder, shall be
segregated from other funds of such Grantor, and shall promptly be paid over to the Secured Party
in the same form as so received (with any necessary indorsement) to be held as Collateral.
Following receipt of such notice



Exhibit K- Page 12 of 12 









 







and prior to the waiver or cure of the applicable Event of Default, no Grantor shall adjust,
settle, or compromise the amount or payment of any Account, nor release wholly or partly any
account debtor or obligor thereof, nor allow any credit or discount thereon.



     11. Application of Collateral. The proceeds of any sale, or other realization (other
than that received from a sale or other realization permitted by the Credit Agreement) upon all or
any part of the Collateral pledged by any Grantor shall be applied by the Secured Party as set
forth in Section 7.06 of the Credit Agreement.



     12. Secured Party as Attorney-in-Fact for Grantor. Each Grantor hereby constitutes
and irrevocably appoints the Secured Party, acting for and on behalf of itself and the
Beneficiaries and each successor or assign of the Secured Party and the Beneficiaries, the true and
lawful attorney-in-fact of such Grantor, with full power and authority in the place and stead of
such Grantor and in the name of such Grantor, the Secured Party or otherwise to take any action and
execute any instrument at the written direction of the Beneficiaries and enforce all rights,
interests and remedies of such Grantor with respect to the Collateral, including the right:




	 	(i)	 	to ask, require, demand, receive and give acquittance for any
and all moneys and claims for moneys due and to become due under or arising out
of the Collateral, including without limitation, any Insurance Contracts;
	 
	 	(ii)	 	to elect remedies thereunder and to endorse any checks or other
instruments or orders in connection therewith;
	 
	 	(iii)	 	to file any claims or take any action or institute any
proceedings in connection therewith which the Secured Party may deem to be
reasonably necessary or advisable;
	 
	 	(iv)	 	to pay, settle or compromise all bills and claims which may be
or become Liens or security interests against any or all of the Collateral, or
any part thereof, unless a bond or other security satisfactory to the Secured
Party has been provided; and
	 
	 	(v)	 	upon foreclosure, to do any and every act which any Grantor may
do on its behalf with respect to the Collateral or any part thereof and to
exercise any or all of such Grantor’s rights and remedies under any or all of
the Collateral;




provided, however, that the Secured Party shall not exercise any such rights except
upon the occurrence and continuation of an Event of Default. This power of attorney is a power
coupled with an interest and shall be irrevocable.




     (a) Secured Party May Perform. The Secured Party may from time-to-time perform any
act which any Grantor has agreed hereunder to perform and which such Grantor shall fail to promptly
perform after being requested in writing to so perform (it being understood that no such request
need be given after the occurrence and during the continuance of any Event of Default and after
notice thereof by the Secured Party to any Grantor) and the Secured Party may from time-to-time
take any other action which the Secured Party deems reasonably necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest therein, and the
reasonable expenses of the Secured Party incurred in connection therewith shall be part of the
Secured Obligations and shall be secured hereby.



     (b) Secured Party Has No Duty. The powers conferred on the Secured Party hereunder
are solely to protect its interest in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its possession and the
accounting for moneys



Exhibit K- Page 13 of 13 









 




actually received by it hereunder, the Secured Party shall have no duty as to any Collateral
or responsibility for taking any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.




     (c) Reasonable Care. The Secured Party shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which the Secured Party accords its own Property.



     (d) Payments Held in Trust. After the occurrence and during the continuance of an
Event of Default, all payments received by any Grantor under or in connection with any Collateral
shall be received in trust for the benefit of the Secured Party, and shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the Secured Party in the same form as
received (with any necessary endorsement).



     13. Miscellaneous.



     (a) Expenses. Each Grantor will upon demand pay to the Secured Party for its benefit
and the benefit of the Beneficiaries the amount of any reasonable out-of-pocket expenses, including
the reasonable fees and disbursements of its counsel and of any experts, which the Secured Party
and the Beneficiaries may incur in connection with (i) the custody, preservation, use, or operation
of, or the sale, collection, or other realization of, any of the Collateral, (ii) the exercise or
enforcement of any of the rights of the Secured Party or any Beneficiary hereunder, and (iii) the
failure by any Grantor to perform or observe any of the provisions hereof.



     (b) Amendments; Etc. No amendment or waiver of any provision of this Security
Agreement nor consent to any departure by any Grantor herefrom shall be effective unless the same
shall be in writing and authenticated by the affected Grantor, the Secured Party and either, as
required by the Credit Agreement, the Majority Lenders or all of the affected Lenders, and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.



     (c) Addresses for Notices. All notices and other communications provided for
hereunder shall be made in the manner and to the addresses set forth in the Credit Agreement or on
the signature page hereto.



     (d) Continuing Security Interest; Transfer of Interest. This Security Agreement shall
create a continuing security interest in the Collateral and, unless expressly released by the
Secured Party, shall (a) remain in full force and effect until the indefeasible payment in full in
cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or
expiration of all Letters of Credit and the termination of all obligations of the Issuing Banks and
the Lenders in respect of Letters of Credit, the termination of all Lender Hedging Agreements and
the termination of all obligations of the Swap Counterparties in respect of the Lender Hedging
Agreements, and the termination or expiration of the Commitments, (b) be binding upon each Grantor
and its successors, tranferees and assigns, and (c) inure, together with the rights and remedies of
the Secured Party hereunder, to the benefit of and be binding upon, the Secured Party, the Issuing
Banks, and the Lenders and their respective successors, transferees, and assigns, and to the
benefit of and be binding upon, the Swap Counterparties, and each of their respective successors,
transferees, and assigns to the extent such successors, transferees, and assigns of a Swap
Counterparty is a Lender or an Affiliate of a Lender. Without limiting the generality of the
foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the
Credit Agreement or other Credit Document to any other Person pursuant to the terms of the Credit
Agreement or such other Credit Document, that other Person shall thereupon become vested with all
the benefits held by such Lender under this Security Agreement.



Exhibit K- Page 14 of 14 









 





     (e) Severability. Wherever possible each provision of this Security Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Security Agreement shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Security
Agreement.



     (f) Choice of Law. This Security Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas, except to the extent that the validity
or perfection of the security interests hereunder, or remedies hereunder, in respect of any
particular Collateral are governed by the laws of a jurisdiction other than the state of Texas.



     (g) Counterparts. The parties may execute this Security Agreement in counterparts,
each of which constitutes an original, and all of which, collectively, constitute only one
agreement. Delivery of an executed counterpart signature page of this Security Agreement by
facsimile or other electronic transmission (including via e-mail) shall be effective as delivery of
a manually executed counterpart to this Security Agreement. In proving this Security Agreement, a
party must produce or account only for the executed counterpart of the party to be charged.



     (h) Headings. Paragraph headings have been inserted in this Security Agreement as a
matter of convenience for reference only and it is agreed that such paragraph headings are not a
part of this Security Agreement and shall not be used in the interpretation of any provision of
this Security Agreement.



     (i) Conflicts. In the event of any explicit or implicit conflict between any
provision of this Security Agreement and any provision of the Credit Agreement, the terms of the
Credit Agreement shall be controlling.



     (j) Additional Grantors. Pursuant to Section 5.10 of the Credit Agreement, each
Material Subsidiary of the Borrower that was not in existence on the date of the Credit Agreement
is required to enter into this Security Agreement as a Grantor upon becoming a Material Subsidiary
of the Borrower. Upon execution and delivery after the date hereof by the Secured Party and such
Material Subsidiary of an instrument in the form of Annex 1, such Material Subsidiary shall
become a Grantor hereunder with the same force and effect as if originally named as a Grantor
herein. The execution and delivery of any instrument adding an additional Grantor as a party to
this Security Agreement shall not require the consent of any other Grantor hereunder. The rights
and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Grantor as a party to this Security Agreement.



     (k) Amendment and Restatement; Confirmation of Liens. This Security Agreement is an
amendment and restatement of the Existing Security Agreement and supersedes the Existing Security
Agreement in its entirety; provided, however, that (i) the execution and delivery of this
Security Agreement shall not effect a novation of the Existing Security Agreement but shall be, to
the fullest extent applicable, in modification, renewal, confirmation and extension of the Existing
Security Agreement, and (ii) the Liens, security interests and other interests in the collateral as
described in the Existing Security Agreement (the “Original Collateral”) granted under the
Existing Security Agreement are and shall remain legal, valid, binding and enforceable with regard
to such Original Collateral. Each Grantor party to the Existing Security Agreement hereby
acknowledges and confirms the continuing existence and effectiveness of such Liens, security
interests and other interests in the Original Collateral granted under the Existing Security
Agreement, and further agrees that the execution and delivery of this Security Agreement and the
other Credit Documents shall not in any way release, diminish, impair, reduce or



Exhibit K- Page 15 of 15 









 




otherwise affect such Liens, security interests and other interests in the Original Collateral
granted under the Existing Security Agreement.




     (l) Entire Agreement. THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS
DEFINED IN THE CREDIT AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.



[SIGNATURE PAGES FOLLOW]






Exhibit K- Page 16 of 16 









 







The parties hereto have caused this Security Agreement to be duly executed as of the date
first above written.




	 	 	 

	GRANTORS:

	 	HOLLY ENERGY PARTNERS — OPERATING, L.P.,


a Delaware limited partnership






	 	 	 	 	 
	 	By:  	HEP Logistics GP, L.L.C., a Delaware limited liability
 
	 	 	company, its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Energy Partners, L.P., a Delaware limited
 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                          HEP Logistics Holdings, L.P., a Delaware limited
 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Logistic Services, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	
 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement


Exhibit K- Page 1 of 10




 









 







	 	 	 

	 

	 	HEP PIPELINE GP, L.L.C., a Delaware limited
	 

	 	       liability company
	 

	 	HEP REFINING GP, L.L.C., a Delaware limited
	 

	 	       liability company
	 

	 	HEP MOUNTAIN HOME, L.L.C., a Delaware
	 

	 	       limited liability company
	 

	 	HEP PIPELINE, L.L.C., a Delaware limited
	 

	 	       liability company
	 

	 	HEP REFINING, L.L.C., a Delaware limited
	 

	 	       liability company
	 

	 	HEP WOODS CROSS, L.L.C., a Delaware
	 

	 	       limited liability company
	 

	 	HEP TULSA, L.L.C., a Delaware
	 

	 	       limited liability company
	 

	 	LOVINGTON-ARTESIA, L.L.C., a Delaware
	 

	 	       limited liability company
	 

	 	HEP SLC, L.L.C., a Delaware
	 

	 	       limited liability company
	 

	 	ROADRUNNER PIPELINE, L.L.C., a Delaware
	 

	 	       limited liability company
	 

	 	HEP OPERATIONS, L.L.C., a Delaware
	 

	 	       limited liability company






	 	 	 	 	 

	 

	 	Each by:
	 	Holly Energy Partners — Operating, L.P., a
Delaware limited partnership and its Sole
Member






	 	 	 	 	 
	 	By:  	                                            HEP Logistics GP, L.L.C., a Delaware limited liability
 
	 	 	company, its General Partner 	 
	 	 	 
	 	By:  	                                            Holly Energy Partners, L.P., a Delaware limited
 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                            HEP Logistics Holdings, L.P., a Delaware limited
 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	                                            Holly Logistic Services, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement




Exhibit K- Page 2 of 10







 









 








	 	 	 	 

	 

	 	HEP NAVAJO SOUTHERN, L.P., a Delaware limited
	 

	 	 	partnership
	 

	 	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP,
	 

	 	 	a Delaware limited partnership
	 

	 	HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited
	 

	 	 	partnership
	 
	 	 
	 

	 	   Each by: HEP Pipeline GP, L.L.C., a Delaware limited

           liability company and its General Partner






	 	 	 	 	 
	 	By:  	                                                Holly Energy Partners — Operating, L.P., a
 
	 	 	Delaware limited partnership and its Sole 	 
	 	 	Member 	 
	 
	 	By:  	                                                HEP Logistics GP, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 
	 	 	 
	 	By:  	                                                Holly Energy Partners, L.P., a Delaware
 
	 	 	limited partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                                HEP Logistics Holdings, L.P., a Delaware
 
	 	 	limited partnership, its General Partner 
	 	 	 
	 	By:  	                                                Holly Logistic Services, L.L.C., a Delaware
 
	 	 	limited liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 3 of 10







 









 








	 	 	 

	 

	 	HEP REFINING ASSETS, L.P., a Delaware limited
partnership






	 	 	 	 	 
	 	By:  	                                          HEP Refining GP, L.L.C., a Delaware limited liability
 
	 	 	company and its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Energy Partners - Operating, L.P., a Delaware
 
	 	 	limited partnership and its Sole Member 	 
	 	 	 
	 	By:  	                                          HEP Logistics GP, L.L.C., a Delaware limited liability
 
	 	 	company, its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Energy Partners, L.P., a Delaware limited
 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                          HEP Logistics Holdings, L.P., a Delaware limited
 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Logistic Services, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 4 of 10






 









 








	 	 	 

	 

	 	HOLLY ENERGY FINANCE
CORP., a Delaware corporation






	 	 	 	 	 
	 	By:  	
 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 5 of 10






 









 








	 	 	 

	 

	 	HEP LOGISTICS GP, L.L.C., a Delaware limited
	 

	 	    liability company






	 	 	 	 	 
	 	By:  	                                          Holly Energy Partners, L.P., a Delaware limited
 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                          HEP Logistics Holdings, L.P., a Delaware limited
 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Logistic Services, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 6 of 10




 









 








	 	 	 	 

	 

	 	HOLLY ENERGY PARTNERS, L.P., a Delaware 
	 

	 	 	limited partnership 	






	 	 	 	 	 
	 	By:  	                                          HEP Logistics Holdings, L.P., a Delaware limited
 
	 	 	partnership, its General Partner 	 
	 	 	 
	 	By:  	                                          Holly Logistic Services, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



[Signature pages continue.]




Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 7 of 10




 









 








	 	 	 	 

	 

	 	HOLLY ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware 
	 

	 	 	limited liability
company






	 	 	 	 	 
	 	By:  	                                           HEP Refining, L.L.C., a Delaware limited liability
 
	 	 	and its Sole Member 	 
	 	 	 
	 	By:  	                                           Holly Energy Partners - Operating, L.P., a
 
	 	 	Delaware limited partnership and its Sole 	 
	 	 	Member 	 
	 	 	 
	 	By:  	                                           HEP Logistics GP, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 
	 	 	 
	 	By:  	                                           Holly Energy Partners, L.P., a Delaware limited
 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                           HEP Logistics Holdings, L.P., a Delaware
 
	 	 	limited partnership, its General Partner 	 
	 	 	 
	 	By:  	                                           Holly Logistic Services, L.L.C., a Delaware
 
	 	 	limited liability company, its General Partner 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 8 of 10




 









 








	 	 	 	 

	 

	 	HOLLY ENERGY STORAGE-TULSA, L.L.C., a Delaware
	 

	 	 	limited liability
company






	 	 	 	 	 
	 	By:  	                                           HEP Tulsa, L.L.C., a Delaware limited liability
 
	 	 	and its Sole Member 	 
	 	 	 
	 	By:  	                                           Holly Energy Partners - Operating, L.P., a
 
	 	 	Delaware limited partnership and its Sole 	 
	 	 	Member 	 
	 	 	 
	 	By:  	                                           HEP Logistics GP, L.L.C., a Delaware limited
 
	 	 	liability company, its General Partner 	 
	 	 	 
	 	By:  	                                           Holly Energy Partners, L.P., a Delaware limited
 
	 	 	partnership, its Sole Member 	 
	 	 	 
	 	By:  	                                           HEP Logistics Holdings, L.P., a Delaware
 
	 	 	limited partnership, its General Partner 	 
	 	 	 
	 	By:  	                                           Holly Logistic Services, L.L.C., a Delaware
 
	 	 	limited liability company, its General Partner 	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Stephen D. Wise 	 
	 	 	Vice President and Treasurer 	 
	 



Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 9 of 10







 









 










	 	 	 	 	 
	SECURED PARTY:

	WELLS FARGO BANK, N.A., AS SECURED PARTY
	 
	 	FOR THE RATABLE BENEFIT OF THE

Beneficiaries

 	 
	 	By:  	 	 
	 	 	Suzanne F. Ridenhour 	 
	 	 	Vice President 	 
	 





Signature page to Second Amended and Restated Security Agreement



Exhibit K- Page 10 of 10





 











 





SCHEDULE 1

to Security Agreement




	 	 	 

	Grantor:

	 	Holly Energy Partners — Operating, L.P.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited partnership
	 
	 	 
	Organizational Number:

	 	 3743527
	 
	 	 
	Federal Tax Identification Number:

	 	 51-0504696
	 
	 	 
	Prior Names:

	 	HEP Operating Company, L.P.
	 
	 	 
	Grantor:

	 	HEP Pipeline GP, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3814279
	 
	 	 
	Federal Tax Identification Number:

	 	 72-1583767
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP Refining GP, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3814280
	 
	 	 
	Federal Tax Identification Number:

	 	 71-0968297
	 
	 	 
	Prior Names:

	 	None






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 1 of 7




 









 








	 	 	 

	Grantor:

	 	HEP Mountain Home, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3814277
	 
	 	 
	Federal Tax Identification Number:

	 	 71-0968300
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP Pipeline, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3814278
	 
	 	 
	Federal Tax Identification Number:

	 	 71-0968296
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP Refining, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3815183
	 
	 	 
	Federal Tax Identification Number:

	 	 71-0968299
	 
	 	 
	Prior Names:

	 	None






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 2 of 7




 









 








	 	 	 

	Grantor:

	 	HEP Woods Cross, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3814281
	 
	 	 
	Federal Tax Identification Number:

	 	 72-1583768
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP Navajo Southern, L.P.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited partnership
	 
	 	 
	Organizational Number:

	 	 2556546
	 
	 	 
	Federal Tax Identification Number:

	 	 57-1207829
	 
	 	 
	Prior Names:

	 	Navajo Southern, Inc.
	 
	 	 
	Grantor:

	 	HEP Pipeline Assets, Limited Partnership
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited partnership
	 
	 	 
	Organizational Number:

	 	 3814282
	 
	 	 
	Federal Tax Identification Number:

	 	 51-0512050
	 
	 	 
	Prior Names:

	 	None






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 3 of 7




 









 








	 	 	 

	Grantor:

	 	HEP Refining Assets, L.P.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited partnership
	 
	 	 
	Organizational Number:

	 	 3814285
	 
	 	 
	Federal Tax Identification Number:

	 	 51-0512052
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP Logistics GP, L.L.C.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 3743533
	 
	 	 
	Federal Tax Identification Number:

	 	 51-0504692
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	Holly Energy Finance Corp.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	corporation
	 
	 	 
	Organizational Number:

	 	 3917173
	 
	 	 
	Federal Tax Identification Number:

	 	 20-2263311
	 
	 	 
	Prior Names:

	 	None






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 4 of 7




 









 








	 	 	 

	Grantor:

	 	HEP Fin-Tex/Trust-River, L.P.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Texas
	 
	 	 
	Type of Organization:

	 	limited partnership
	 
	 	 
	Organizational Number:

	 	 800459650
	 
	 	 
	Federal Tax Identification Number:

	 	 20-2161011
	 
	 	 
	Prior Names:

	 	Alon Pipeline Assets, L.L.C.
	 
	 	 
	Grantor:

	 	Holly Energy Partners, L.P.
	 
	 	 
	Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited partnership
	 
	 	 
	Organizational Number:

	 	 3743531
	 
	 	 
	Federal Tax Identification Number:

	 	 20-0833098
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	Holly Energy Storage-Lovington, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 4806110
	 
	 	 
	Federal Tax Identification Number:

	 	 27-2245181
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP TULSA, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 4705434
	 
	 	 
	Federal Tax Identification Number:

	 	 27-270497982






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 5 of 7




 









 








	 	 	 

	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HOLLY ENERGY STORAGE-TULSA, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 4806111
	 
	 	 
	Federal Tax Identification Number:

	 	 27-2245138
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	LOVINGTON-ARTESIA, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 4469488
	 
	 	 
	Federal Tax Identification Number:

	 	 26-1583770
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP SLC, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 4699409
	 
	 	 
	Federal Tax Identification Number:

	 	 27-0385778
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	ROADRUNNER PIPELINE, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 6 of 7




 









 








	 	 	 

	Organizational Number:

	 	 4558001
	 
	 	 
	Federal Tax Identification Number:

	 	 26-2758381
	 
	 	 
	Prior Names:

	 	None
	 
	 	 
	Grantor:

	 	HEP OPERATIONS, L.L.C.
	 
	 	 
	Sole Jurisdiction of Formation / Filing:

	 	Delaware
	 
	 	 
	Type of Organization:

	 	limited liability company
	 
	 	 
	Organizational Number:

	 	 4826376
	 
	 	 
	Federal Tax Identification Number:

	 	 27-2768176
	 
	 	 
	Prior Names:

	 	None






Schedule 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 7 of 7







 









 








Annex 1 to the

Second Amended and Restated

Security Agreement




     SUPPLEMENT NO. [            ] dated as of [            ] (the “Supplement”), to
the Second Amended and Restated Security Agreement dated as of February __, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Security Agreement”), among
HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership (“Borrower”), each
subsidiary of Borrower signatory thereto (together with the Borrower, the “Grantors” and
individually, a “Grantor”) and WELLS FARGO BANK, N.A., a national association, as
Administrative Agent (“Secured Party”) for the ratable benefit of itself, the Lenders (as
defined below), the Issuing Banks (as defined below), and the Swap Counterparties (as defined in
the Security Agreement) (together with the Administrative Agent, the Issuing Banks, and the
Lenders, individually a “Beneficiary”, and collectively, the “Beneficiaries”).



     A. Reference is made to that certain Second Amended and Restated Credit Agreement dated as of
February __, 2011 by and among the Borrower, the lenders party thereto from time to time
(individually, a “Lender” and collectively, the “Lenders”), the Lenders issuing
letters of credit thereunder from time to time (individually, an “Issuing Bank” and
collectively, the “Issuing Banks”), and Secured Party (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”).



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement and/or the Credit Agreement.



     C. The Grantors have entered into the Security Agreement in order to induce the Lenders to
make Advances and the Issuing Banks to issue Letters of Credit. Pursuant to Section 5.10 of the
Credit Agreement, each Material Subsidiary of the Borrower that was not in existence on the date of
the Credit Agreement is required to enter into the Security Agreement as a Grantor upon becoming a
Material Subsidiary. Section 18(j) of the Security Agreement provides that additional Material
Subsidiaries of the Borrower may become Grantors under the Security Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrower (the “New Grantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to
induce the Lenders to make additional Advances and the Issuing Banks to issue additional Letters of
Credit and as consideration for Advances previously made and Letters of Credit previously issued.



     Accordingly, the Secured Party and the New Grantor agree as follows:



     1. In accordance with Section 18(j) of the Security Agreement, the New Grantor by its
signature below becomes a Grantor under the Security Agreement with the same force and effect as if
originally named therein as a Grantor and the New Grantor hereby agrees (a) to all the terms and
provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Grantor thereunder are true
and correct on and as of the date hereof in all material respects. In furtherance of the
foregoing, the New Grantor, as security for the payment and performance in full of the Secured
Obligations (as defined in the Security Agreement), does hereby create and grant to the Secured
Party, its successors and assigns, for the benefit of the Beneficiaries, their successors and
assigns, a continuing security interest in and Lien on all of the New Grantor’s right, title and
interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each
reference to a “Grantor” in the Security Agreement shall be deemed to include the New Grantor. The
Security Agreement is hereby incorporated herein by reference.



Annex 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 1 of 3





 









 








     2. The New Grantor represents and warrants to the Secured Party and the other
Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a proceeding in equity or at
law)).



     3. This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Secured Party shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Grantor and the Secured Party. Delivery
of an executed signature page to this Supplement by facsimile transmission or electronic mail shall
be as effective as delivery of a manually signed counterpart of this Supplement.



     4. The New Grantor hereby represents and warrants that set forth on Schedule 1
attached hereto are (a) its sole jurisdiction of formation and type of organization, (b) its
federal tax identification number and the organizational number, and (c) all names used by it
during the last five years prior to the date of this Supplement.



     5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force
and effect.



     6. This SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY
INTERESTS HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.



     7. In case any one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply
with such provision for so long as such provision is held to be invalid, illegal or unenforceable,
but the validity, legality and enforceability of the remaining provisions contained herein and in
the Security Agreement shall not in any way be affected or impaired. The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.



     8. All communications and notices hereunder shall be in writing and given as provided in the
Security Agreement. All communications and notices hereunder to the New Grantor shall be given to
it at the address set forth under its signature hereto.



     9. The New Grantor agrees to reimburse the Secured Party for its reasonable out-of-pocket
expenses in connection with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Secured Party.



     THIS SUPPLEMENT, THE SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE
CREDIT AGREEMENT REFERRED TO IN THIS SUPPLEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES.



Annex 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 2 of 3





 









 








     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.



     IN WITNESS WHEREOF, the New Grantor and the Secured Party have duly executed this Supplement
to the Security Agreement as of the day and year first above written.



	 	 	 	 	 
	 	[Name of New Grantor],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Address:  	 	 
	 	 	  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Secured Party for 

the ratable benefit of the Beneficiaries

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex 1 to Second Amended and Restated Security Agreement



Exhibit K- Page 3 of 3







 









 








Schedule 1

Supplement No. ____ to

the Second Amended and Restated

Security Agreement




	 	 	 	 	 

	New Grantor:

	 	[GRANTOR]	 	 
	 
	 	 	 	 
	Jurisdiction of Formation / Filing:

	 	[STATE]	 	 
	 
	 	 	 	 
	Type of Organization:

	 	[ENTITY TYPE]	 	 
	 
	 	 	 	 
	Organizational Number:

	 	 
 

	 	 
	 
	 	 	 	 
	Federal Tax Identification Number:

	 	 
 

	 	 
	 
	 	 	 	 
	Prior Names:

	 	 
 

	 	 






Schedule 1 Supplement No. ____ to the Second Amended and Restated Security Agreement



Exhibit K- Page 1 of 1




 









 








SCHEDULE 1.01(a)




COMMITMENTS




	 	 	 	 	 
	Lender	 	Commitment	 
	Wells Fargo Bank, N.A.
	 	$	37,500,000.00	 
	Union Bank, N.A.
	 	$	35,000,000.00	 
	Compass Bank
	 	$	32,500,000.00	 
	U.S. Bank National Association
	 	$	30,000,000.00	 
	Bank of America, N.A
	 	$	25,000,000.00	 
	Capital One, N.A.
	 	$	25,000,000.00	 
	Comerica Bank
	 	$	25,000,000.00	 
	SunTrust Bank
	 	$	25,000,000.00	 
	UBS Loan Finance LLC
	 	$	25,000,000.00	 
	PNC Bank, National Association
	 	$	15,000,000.00	 
	 
	Total
	 	$	275,000,000.00	 






Schedule 1.01(a)



Page 1 of 1









 









 








SCHEDULE 1.01(b)




NOTICE ADDRESSES AND APPLICABLE LENDING OFFICES




	 	 	 
	Borrower:	 	Office:
	Holly Energy Partners — Operating, L.P.

	 	Address for Notices:

100 Crescent Court, Suite 1600

Dallas, TX 75201-6927
	 
	 	 
	 

	 	Telecopier Number: (214) 237-3051

Attention: Stephen D. Wise






	 	 	 
	Administrative Agent:	 	Applicable Lending Offices:
	Wells Fargo Bank, National Association

	 	Address for Notices:

1525 West WT Harris Blvd.

Charlotte, NC 28262
	 
	 	 
	 

	 	Telecopier Number: (704) 590-2782

Telephone Number: (704) 590-2779

Attention: Erika Myers






	 	 	 
	Lenders:	 	Applicable Lending Offices:
	Wells Fargo Bank, National Association

	 	U.S. Domestic Lending Office:

1700 Lincoln Street, Suite 600

Denver, CO 80203
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (303) 863-2729

Attention: Suzanne F. Ridenhour
	 
	 	 
	Union Bank, N.A.

	 	U.S. Domestic Lending Office:

445 South Figueroa Street, 15th Floor

Los Angeles, California 90071
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: 213-236-6823

Attention: Don Smith





Schedule 1.01(b)



Page 1 of 4



 









 






	 	 	 
	Lenders:	 	Applicable Lending Offices:
	Compass Bank

	 	U.S. Domestic Lending Office:

24 Greenway Plaza, Suite 1400A

Houston, Texas 77046
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: 713-499-8722

Attention: Greg Determann
	 
	 	 
	U.S. Bank National Association

	 	U.S. Domestic Lending Office:

950 17th Street DN-CO-T8E

Denver, CO 80202
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

555 SW Oak, PDORP7LS

Portland, OR 97208
	 
	 	 
	 

	 	Telecopier Number: (303) 585-4362

Attention: Daniel K. Hansen
	 
	 	 
	Bank of America, N.A.

	 	U.S. Domestic Lending Office:

901 Main St.

Dallas, TX 75202-3714
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (713) 247-7286

Attention: Ron McKaig





Schedule 1.01(b)



Page 2 of 4



 









 






	 	 	 
	Lenders:	 	Applicable Lending Offices:
	Capital One, N.A.

	 	U.S. Domestic Lending Office:

5718 Westheimer, Suite 1430

Houston, TX 77053
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (504) 533-5594

Attention: Nancy Moragas
	 
	 	 
	Comerica Bank

	 	U.S. Domestic Lending Office:

1717 Main Street

Dallas, TX 75201
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (214)-462-4240

Attention: Robert L. Nelson
	 
	 	 
	SunTrust Bank

	 	U.S. Domestic Lending Office:

303 Peachtree Street

Atlanta, Georgia 30308
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (404)-827-6270

Attention: Carmen Malizia
	 
	 	 
	UBS Loan Finance LLC

	 	U.S. Domestic Lending Office:

677 Washington Blvd.

Stamford, CT 06901
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (203)-719-3390

Attention: Denise Bushee





Schedule 1.01(b)



Page 3 of 4




 









 






	 	 	 
	Lenders:	 	Applicable Lending Offices:
	PNC Bank, National Association

	 	U.S. Domestic Lending Office:

Two Tower Center Blvd., 21st Floor

East Brunswick, NJ 08816
	 
	 	 
	 

	 	Eurodollar Lending Office:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Address for Notices:

Same as U.S. Domestic Lending Office
	 
	 	 
	 

	 	Telecopier Number: (214)-871-2015

Attention: Andrew Bae






Schedule 1.01(b)



Page 4 of 4





 











 





SCHEDULE 1.01(c)




EXCLUDED PROPERTY




All or any portion of the Lovington terminal located in Lovington, New Mexico.




Any additional interest in the Albuquerque facility located in Albuquerque, New Mexico.




Any real property assets owned by Parent or its subsidiaries as of the date of the initial Advance
under the Credit Agreement.




Schedule 1.01(c)

Page 1 of 1



 









 





SCHEDULE 1.01(d)




GUARANTORS




	 	 	 
	Guarantor	 	Ownership
	Holly Energy Partners, L.P.

	 	HEP Logistics Holdings, L.P. — 2% general partner interest
	 
	 	 
	 

	 	Parent and its Affiliates — 32.4% in common units
	 
	 	 
	 

	 	Publicly owned — 65.6% in common units
	 
	 	 
	Holly Energy Finance Corp.

	 	Holly Energy Partners, L.P. — 100%
	 
	 	 
	HEP Logistics GP, L.L.C.

	 	Holly Energy Partners, L.P. — 100%
	 
	 	 
	HEP Pipeline GP, L.L.C.

	 	Borrower — 100%
	 
	 	 
	HEP Refining GP, L.L.C.

	 	Borrower — 100%
	 
	 	 
	HEP Mountain Home, L.L.C.

	 	Borrower — 100%
	 
	 	 
	HEP Pipeline, L.L.C.

	 	Borrower — 100%
	 
	 	 
	HEP Refining, L.L.C.

	 	Borrower — 100%
	 
	 	 
	HEP Woods Cross, L.L.C.

	 	Borrower — 100%
	 
	 	 
	HEP Navajo Southern, L.P.

	 	Borrower — 99.999%
 HEP Pipeline GP, L.L.C. — 0.001%
	 
	 	 
	HEP Pipeline Assets, Limited Partnership

	 	Borrower — 99.999%
 HEP Pipeline GP, L.L.C. — 0.001%
	 
	 	 
	HEP Fin-Tex/Trust River, L.P.

	 	Borrower — 99.999%
 HEP Pipeline GP, L.L.C. — 0.001%
	 
	 	 
	HEP Refining Assets, L.P.

	 	Borrower — 99.999% 
HEP Refining GP, L.L.C.- 0.001%
	 
	 	 
	Holly Energy Storage — Lovington LLC

	 	HEP Refining, L.L.C. — 100%
	 
	 	 
	HEP Tulsa LLC

	 	Borrower — 100%
	 
	 	 
	Holly Energy Storage — Tulsa LLC

	 	HEP Tulsa LLC — 100%
	 
	 	 
	Lovington-Artesia, L.L.C.

	 	Borrower — 100%






Schedule 1.01(d)

Page 2 of 2



 









 





	 	 	 
	Guarantor	 	Ownership
	HEP SLC, LLC

	 	Borrower — 100%
	 
	 	 
	Roadrunner Pipeline, LLC

	 	Borrower — 100%
	 
	 	 
	HEP Operations LLC

	 	Borrower — 100%
	 
	 	 





Schedule 1.01(d)

Page 2 of 2



 









 




SCHEDULE 4.01




SUBSIDIARIES




	 	 	 	 	 
	Name of Subsidiary	 	Ownership	 	Jurisdiction of Formation
	 
	 	 	 	 
	HEP Pipeline GP, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Refining GP, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Mountain Home, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Pipeline, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Refining, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Woods Cross, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Navajo Southern, L.P.

	 	99.999% — Borrower

 0.001% — HEP Pipeline GP, L.L.C.
	 	Delaware
	 
	 	 	 	 
	HEP Pipeline Assets, Limited Partnership

	 	99.999% — Borrower

 0.001% — HEP Pipeline GP, L.L.C.
	 	Delaware
	 
	 	 	 	 
	HEP Fin-Tex/Trust River, L.P.

	 	99.999% — Borrower

 0.001% — HEP Pipeline GP, L.L.C.
	 	Texas
	 
	 	 	 	 
	HEP Refining Assets, L.P.

	 	99.999% — Borrower

 0.001% — HEP Refining GP, L.L.C.
	 	Delaware
	 
	 	 	 	 
	Holly Energy Storage — Lovington LLC

	 	HEP Refining, L.L.C. — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Tulsa LLC

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	Holly Energy Storage — Tulsa LLC

	 	HEP Tulsa LLC — 100%
	 	Delaware
	 
	 	 	 	 
	Lovington-Artesia, L.L.C.

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP SLC, LLC

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	Roadrunner Pipeline, LLC

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 
	HEP Operations LLC

	 	Borrower — 100%
	 	Delaware
	 
	 	 	 	 





Schedule 4.01

Page 1 of 1



 









 





SCHEDULE 4.07




LITIGATION




None.



Schedule 4.07

Page 1 of 1



 









 





SCHEDULE 4.13




DEFAULTS




None.



Schedule 4.13

Page 1 of 1



 









 





SCHEDULE 4.16




TRANSMITTING UTILITIES




     HEP Pipeline Assets, Limited Partnership



     HEP Pipeline, L.L.C.



     HEP Woods Cross, L.L.C.



     Lovington-Artesia, L.L.C.



     Holly Energy Partners, L.P.



     Roadrunner Pipeline, L.L.C.



     HEP Refining, L.L.C.



     HEP Refining Assets, L.P.



Schedule 4.16

Page 1 of 1



 









 





SCHEDULE 4.18(a)




COMPLAINTS — BORROWER INTERSTATE PIPELINE




None.



Schedule 4.18(a)

Page 1 of 1



 









 





SCHEDULE 4.18(b)




COMPLAINTS — TEXAS INTRASTATE PIPELINES




None.



Schedule 6.01

Page 1 of 1



 









 





SCHEDULE 6.01




EXISTING LIENS




Liens in favor of Alon USA, LP (or any assignee or successor thereto) securing certain obligations
under the Pipelines and Terminals Agreement dated as of February 28, 2005 between the Limited
Partner and Alon USA, L.P. (“Alon”), pursuant to the Mortgage and Deed of Trust (with
Security Agreement and Financing Statement) dated as of March 1, 2005 executed by HEP FTTR for the
benefit of Alon, so long as such Liens are subordinated to the Liens on the same assets securing
the Obligations on terms not less advantageous to the Administrative Agent and the Lenders than
those in effect on the date hereof contained in the Subordination, Non-Disturbance and Attornment
Agreement executed by the Administrative Agent, the Alon Administrative Agent (as defined therein)
and Alon USA, LP as of March 1, 2005.




Liens in favor of the Parent (or any assignee or successor thereto that is an Affiliate of the
Parent) securing certain obligations owing to the Parent (or such Affiliate assignee or successor)
and including without limitation obligations owing under the Pipelines Agreement dated as of July
8, 2005 among the Borrower, the Parent, Navajo Refining Company, HEP Pipeline, HEP Logistics
Holdings, Holly Logistics Services, and the General Partner, so long as such Liens are subordinated
to the Liens on the same assets securing the Obligations on terms not less advantageous to the
Administrative Agent and the Lenders than those in effect on the date hereof contained in the
Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and
the Parent as of July 8, 2005.




Liens in favor of Leaf Funding, Inc. securing certain lease obligations.




Schedule 6.01

Page 1 of 1



 









 





SCHEDULE 6.02




EXISTING DEBT




$185.0 million initial principal amount 61/4% senior notes due March 1, 2015 issued by Holly Energy
Partners, L.P. and Holly Energy Finance Corp. and guaranteed by each of the other Guarantors and
the Borrower.




$150.0 million initial principal amount 81/4% senior notes due March 15, 2018 issued by Holly Energy
Partners, L.P. and Holly Energy Finance Corp. and guaranteed by each of the other Guarantors and
the Borrower.




Schedule 6.02

Page 1 of 1



 









 





SCHEDULE 6.06




EXISTING INVESTMENTS




Investments in SLC Pipeline LLC.




Investments in UNEV Holdco, UNEV JV and the UNEV Project.




Investments in Plains Holdco, Plains JV and the Plains Project.




Investments in the Joint Venture.




Schedule 6.02

Page 1 of 1



 









 





SCHEDULE 6.07




AFFILIATE TRANSACTIONS




Omnibus Agreement.




Pipelines and Terminals Agreement dated as of July 13, 2004, by and among the Parent, Navajo
Refining Company, L.P., Holly Refining and Marketing Company, the Limited Partner, HEP Operating
Company, L.P., as predecessor in interest to the Borrower, and the General Partner.




Contribution, Conveyance and Assumption Agreement among the Parent, the Borrower, the Limited
Partner, the General Partner, Holly Logistic Services, HEP Logistics Holdings, Navajo Pipeline Co.,
HEP Mountain Home, L.L.C., Navajo Refining Company, HEP Refining LLC, HEP Refining GP, LLC, HEP
Refining Assets LP, HEP Pipeline, HEP Pipeline GP LLC, HEP Pipeline Assets Limited Partnership,
Woods Cross Refining Company, L.L.C., HEP Woods Cross, Navajo Southern, and HEP Navajo Southern LP.




Consent and Agreement dated as of July 13, 2004 among the Borrower, the Parent, the Limited
Partner, the General Partner, Navajo Pipeline Co., L.P., a Delaware limited partnership, Holly
Logistic Services, HEP Logistics Holdings, Navajo Refining Company, L.P., a Delaware limited
partnership, Holly Refining & Marketing Company, a Delaware corporation, certain Subsidiaries of
the Borrower, and the Administrative Agent.




Schedule 6.07

Page 1 of 1