exv10w4






Exhibit 10.4




AMENDMENT TO

AMENDED AND RESTATED INTERMEDIATE PIPELINES AGREEMENT




     This Amendment to Amended and Restated Intermediate Pipelines Agreement is being entered into
on December 9, 2010 (this “Amendment”), by and among Navajo Refining Company, L.L.C., a
Delaware limited liability company (formerly Navajo Refining Company, L.P.) (“Navajo
Refining”), Holly Energy Partners, L.P., a Delaware limited partnership (the
“Partnership”), Holly Energy Partners-Operating, L.P., a Delaware limited partnership (the
“Operating Partnership”), HEP Pipeline, L.L.C., a Delaware limited liability company
(“HEP Pipeline”), Lovington-Artesia, L.L.C., a Delaware limited liability company
(“Lovington-Artesia”). HEP Logistics Holdings, L.P., a Delaware limited partnership (the
“General Partner”), Holly Logistic Services, L.L.C., a Delaware limited liability company
(“Holly OP”), and HEP Logistics GP, L.L.C., a Delaware limited liability company (“QLP
GP”), and is an amendment to the Amended and Restated Intermediate Pipelines Agreement by and
among such parties and Holly Corporation, a Delaware corporation (“Holly”), dated June 1,
2009 (the “Original Intermediate Pipelines Agreement”). Holly is also executing this
Amendment for the sole purpose of acknowledging and agreeing to the Amendment, which removes Holly
as a Party and adds Holly as a guarantor under the Original Intermediate Pipelines Agreement, as
amended hereby. Capitalized terms used herein but not otherwise defined herein shall have the
meanings given to them in the Original Intermediate Pipelines Agreement.



RECITALS:




     WHEREAS, the parties to this Amendment desire to amend the Original Intermediate Pipelines
Agreement to remove Holly has a Party and add Holly as a guarantor of the Navajo Refining Payment
Obligations (as defined below).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties to this Amendment hereby agree as follows:



     1. The preamble to the Original Intermediate Pipelines Agreement is hereby amended and
restated in its entirety to read as follows:




“This Amended and Restated Intermediate Pipelines Agreement (this
“Agreement”) is dated as of June 1, 2009, by and among Navajo
Refining Company, L.L.C., a Delaware limited liability company (formerly
Navajo Refining Company, L.P.,) (“Navajo Refining”), Holly Energy
Partners, L.P., a Delaware limited partnership (the “Partnership”),
Holly Energy Partners-Operating, L.P., a Delaware limited partnership (the
“Operating Partnership”), HEP Pipeline, L.L.C., a Delaware limited
liability company (“HEP Pipeline”). Lovington-Artesia, L.L.C., a
Delaware limited liability company (“Lovington-Artesia”), HEP
Logistics Holdings, L.P., a Delaware limited partnership (the “General
Partner”), Holly Logistic Services, L.L.C., a Delaware limited liability
company (“Holly GP”), and



 









 







HEP Logistics GP, L.L.C., a Delaware limited liability company (“OLP
GP” and, together with the Partnership, the Operating Partnership, HEP
Pipeline, Lovington-Artesia, the General Partner and Holly GP, the US
“Partnership Entities”), and amends and restates in its entirety the
Pipelines Agreement dated July 8, 2005 (the “Original Pipelines
Agreement”), among Holly Corporation, a Delaware corporation
(“Holly”), Navajo Refining and the Partnership Entities other than
Lovington-Artesia. Each of Navajo Refining and the Partnership Entities are
individually referred to herein as a “Party” and collectively as the
“Parties.””



     2. Section 1 of the Original Intermediate Pipelines Agreement is hereby amended by deleting
from Section 1 the definition of “Holly Entities” in its entirety.



     3. Section 1 of the Original Intermediate Pipelines Agreement is hereby amended by adding the
following definition:




“Navajo Refining Payment Obligations” has the meaning set forth in
Section 12(a).



     4. The Original Intermediate Pipelines Agreement is hereby amended by replacing each and every
reference in the Original Intermediate Pipelines Agreement to “the Holly Entities” with a reference
to “Navajo Refining” and, as the context requires as a result of such change, making appropriate
changes of words from the plural form to the singular form.



     5. The Original Intermediate Pipelines Agreement is hereby amended by adding a new Section 12
immediately following Section 11 to read in its entirety as follows:




“Section 12. Guarantee by Holly




     (a) Payment and Performance Guaranty. Holly unconditionally,
absolutely, continually and irrevocably guarantees, as principal and not as
surety, to the Partnership Entities the punctual and complete payment in
full when due of all amounts due from Navajo Refining under the Agreement
(collectively, the “Navajo Refining Payment Obligations”). Holly
agrees that the Partnership Entities shall be entitled to enforce directly
against Holly any of the Navajo Refining Payment Obligations.




     (b) Guaranty Absolute. Holly hereby guarantees that the Navajo
Refining Payment Obligations will be paid strictly in accordance with the
terms of the Agreement. The obligations of Holly under this Agreement
constitute a present and continuing guaranty of payment, and not of
collection or collectability. The liability of Holly under this Agreement
shall be absolute, unconditional, present, continuing and irrevocable
irrespective of:



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          (i) any assignment or other transfer of the Agreement or any of the
rights thereunder of the Partnership Entities;




          (ii) any amendment, waiver, renewal, extension or release of or any
consent to or departure from or other action or inaction related to the
Agreement;




          (iii) any acceptance by the Partnership Entities of partial payment or
performance from Navajo Refining;




          (iv) any bankruptcy, insolvency, reorganization, arrangement,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to Navajo Refining or any action taken with respect to the
Agreement by any trustee or receiver, or by any court, in any such
proceeding;




          (v) any absence of any notice to, or knowledge of. Holly, of the
existence or occurrence of any of the matters or events set forth in the
foregoing subsections (i) through (iv); or




          (vi) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, a guarantor.




     The obligations of Holly hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Navajo Refining Payment Obligations or otherwise.




     (c) Waiver. Holly hereby waives promptness, diligence, all
setoffs, presentments, protests and notice of acceptance and any other
notice relating to any of the Navajo Refining Payment Obligations and any
requirement for the Partnership Entities to protect, secure, perfect or
insure any security interest or lien or any property subject thereto or
exhaust any right or take any action against Navajo Refining, any other
entity or any collateral.




     (d) Subrogation Waiver. Holly agrees that for so long as there
is a current or ongoing default or breach of this Agreement by Navajo
Refining, Holly shall not have any rights (direct or indirect) of
subrogation, contribution, reimbursement, indemnification or other rights of
payment or recovery from Navajo Refining for any payments made by Holly
under this Section 12, and Holly hereby irrevocably waives and
releases, absolutely and unconditionally, any such rights of subrogation,
contribution, reimbursement, indemnification and other rights of payment or
recovery it may now have or hereafter acquire against Navajo Refining



3









 







during any period of default or breach of this Agreement by Navajo
Refining until such time as there is no current or ongoing default or breach
of this Agreement by Navajo Refining.




     (e) Reinstatement. The obligations of Holly under this
Section 12 shall continue to be effective or shall be reinstated, as
the case may be, if at any time any payment of any of the Navajo Refining
Payment Obligations is rescinded or must otherwise be returned to Navajo
Refining or any other entity, upon the insolvency, bankruptcy, arrangement,
adjustment, composition, liquidation or reorganization of Navajo Refining or
such other entity, or for any other reason, all as though such payment had
not been made,




     (f) Continuing Guaranty. This Section 12 is a
continuing guaranty and shall (i) remain in full force and effect until the
first to occur of the indefeasible payment in full of all of the Navajo
Refining Payment Obligations, (ii) be binding upon Holly, its successors and
assigns and (iii) inure to the benefit of and be enforceable by the
Partnership Entities and their successors, transferees and assigns.




     (g) No Duty to Pursue Others. It shall not be necessary for the
Partnership Entities (and Holly hereby waives any rights which Holly may
have to require the Partnership Entities), in order to enforce such payment
by Holly, first to (i) institute suit or exhaust its remedies against Navajo
Refining or others liable on the Navajo Refining Payment Obligations or any
other person, (ii) enforce the Partnership Entities’ rights against any
other guarantors of the Navajo Refining Payment Obligations, (iii) join
Navajo Refining or any others liable on the Navajo Refining Payment
Obligations in any action seeking to enforce this Section 12, (iv)
exhaust any remedies available to the Partnership Entities against any
security which shall ever have been given to secure the Navajo Refining
Payment Obligations, or (v) resort to any other means of obtaining payment
of the Navajo Refining Payment Obligations.”



     6. Except as amended hereby, all of the terms and conditions of the Original Intermediate
Pipelines Agreement shall remain in full force and effect. The “Miscellaneous” provisions set forth
in Section 11(b), 11(c), 11(d), 11(e), 11(g), 11(h)
and 11(i) of the Original Intermediate Pipelines Agreement are hereby incorporated herein
by reference.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	NAVAJO REFINING COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David L. Lamp
 

David L. Lamp
	 	 
	 

	 	Title:
	 	President	 	 






	 	 	 	 	 	 	 

	 	 	HOLLY ENERGY PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	HEP LOGISTICS HOLDINGS, L.P.,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:
	 	HEP LOGISTICS SERVICES, L.L.C.,
	 

	 	 	 	its general partner






	 	 	 	 	 	 	 

	 

	 	By:

Name:
	 	/s/ David G. Blair
 

David G. Blair
	 	 
	 

	 	Title:
	 	President	 	 






	 	 	 	 	 	 	 

	 	 	HOLLY ENERGY PARTNERS-OPERATING, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	HEP LOGISTICS GP, L.L.C.,
	 

	 	 	 	its general partner






	 	 	 	 	 	 	 

	 

	 	By:

Name:
	 	/s/ David G. Blair
 

David G. Blair
	 	 
	 

	 	Title:
	 	President	 	 






Signature Page to

Amendment to Amended and Restated Intermediate Pipelines Agreement





 











 





	 	 	 	 	 
	 	HEP PIPELINE, L.L.C.

 	 
	 	By:  	HOLLY ENERGY PARTNERS—OPERATING, L.P.,
 	 
	 	 	its sole member 	 
	 
	 	 	 
	 	By:  	HEP LOGISTICS GP, LLC,
 	 
	 	 	its general partner 	 
	 



	 	 	 	 	 

	By: 

Name:

	 	/s/ David G. Blair
 

David G. Blair
	 	 
	Title:

	 	President	 	 






	 	 	 	 	 
	 	LOVINGTON-ARTESIA, L.L.C.

 	 
	 	By:  	HOLLY ENERGY PARTNERS—OPERATING, L.P.,
 	 
	 	 	its sole member 	 
	 	 	 	 
	 	 	 
	 	By:  	HEP LOGISTICS GP, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 



	 	 	 	 	 

	By: 

Name:

	 	/s/ David G. Blair
 

David G. Blair
	 	 
	Title:

	 	President	 	 
	 






	 	 	 	 	 
	 	HEP LOGISTICS HOLDINGS, L.P.

 	 
	 	By:  	HOLLY LOGISTICS SERVICES, L.L.C.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 



	 	 	 	 	 

	By: 

Name:

	 	/s/ David G. Blair
 

David G. Blair
	 	 
	Title:

	 	President	 	 






	 	 	 	 	 
	 	HOLLY LOGISTICS SERVICES, L.L.C.

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



Signature Page to

Amendment to Amended and Restated Intermediate Pipelines Agreement




 









 








	 	 	 	 	 
	 	HOLLY LOGISTICS GP, L.L.C.

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



	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED:



HOLLY CORPORATION

 	 
	 	By:  	/s/ David L. Lamp
 	 
	 	Name: David L. Lamp  	 
	 	Title: President  	 
	 



Signature Page to

Amendment to Amended and Restated Intermediate Pipelines Agreement